<PAGE>
                                                                     EXHIBIT 4.5

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                           TEEKAY SHIPPING CORPORATION

                                    as Issuer

                                       and

                              THE BANK OF NEW YORK

                                   as Trustee

                                    Indenture

                            Dated as of _____ , 2003

                           Providing for the Issuance

                                       of

                          Subordinated Debt Securities


================================================================================
<PAGE>
                           TEEKAY SHIPPING CORPORATION

           Reconciliation and tie between Trust Indenture Act of 1939
              and Indenture dated as of _______________  ___, 2003

TRUST INDENTURE ACT SECTION                                   INDENTURE SECTION
---------------------------                                  -------------------
Section 310(a)(1)...........................................         607
           (a)(2)...........................................         607
           (b)..............................................      608, 612
Section 312(c)..............................................         701
Section 314(a)..............................................         703
           (a)(4)...........................................        1006
           (c)(1)...........................................         102
           (c)(2)...........................................         102
           (e)..............................................         102
Section 315(b)..............................................         601
Section 316(a) (last sentence).............................. 101 ("Outstanding")
           (a)(1)(A)........................................       502,512
           (a)(1)(B)........................................       502,514
           (b)..............................................         508
Section 317(a)(1)...........................................         503
           (a)(2)...........................................         504
Section 318(a)..............................................         111
           (c)..............................................         111

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



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                       TABLE OF CONTENTS

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                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.............................................................................    1

Section 102. Compliance Certificates and Opinions....................................................   11

Section 103. Form of Documents Delivered to Trustee..................................................   12

Section 104. Acts of Holders.........................................................................   12

Section 105. Notices, Etc., to Trustee and Company...................................................   14

Section 106. Notice to Holders; Waiver...............................................................   14

Section 107. Effect of Headings and Table of Contents................................................   15

Section 108. Successors and Assigns..................................................................   15

Section 109. Separability Clause.....................................................................   15

Section 110. Benefits of Indenture...................................................................   16

Section 111. Governing Law...........................................................................   16

Section 112. Legal Holidays..........................................................................   16

Section 113. Conflict of Any Provision of Indenture with Trust Indenture Act.........................   16

Section 114. No Recourse against Others..............................................................   16

Section 115. Waiver of Trial by Jury.................................................................   17

Section 116. Consent to Service; Jurisdiction........................................................   17

                                   ARTICLE TWO
                                SECURITIES FORMS

Section 201. Forms of Securities.....................................................................   17

Section 202. Form of Trustee's Certificate of Authentication.........................................   18

Section 203. Securities Issuable in Global Form......................................................   18

Section 204. Form of Legend for Book-Entry Securities................................................   19
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                                  ARTICLE THREE
                                 THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series....................................................   20

Section 302. Denominations...........................................................................   24

Section 303. Execution, Authentication, Delivery and Dating..........................................   24

Section 304. Temporary Securities....................................................................   26

Section 305. Registration, Registration of Transfer and Exchange.....................................   29

Section 306. Mutilated, Destroyed, Lost and Stolen Securities........................................   32

Section 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset.................   33

Section 308. Optional Extension of Maturity..........................................................   36

Section 309. Persons Deemed Owners...................................................................   37

Section 310. Cancellation............................................................................   38

Section 311. Computation of Interest.................................................................   38

Section 312. Currency and Manner of Payments in Respect of Securities................................   38

Section 313. Appointment and Resignation of Successor Exchange Rate Agent............................   42

Section 314. CUSIP Numbers...........................................................................   42

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.................................................   42

Section 402. Application of Trust Funds..............................................................   44

                                  ARTICLE FIVE
                                    REMEDIES

Section 501. Events of Default.......................................................................   44

Section 502. Acceleration of Maturity; Rescission and Annulment......................................   46

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.........................   47

Section 504. Trustee May File Proofs of Claim........................................................   47

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Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons..................   48

Section 506. Application of Money Collected..........................................................   48

Section 507. Limitation on Suits.....................................................................   49

Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
             and Additional Amounts, if Any..........................................................   49

Section 509. Restoration of Rights and Remedies......................................................   50

Section 510. Rights and Remedies Cumulative..........................................................   50

Section 511. Delay or Omission Not Waiver............................................................   50

Section 512. Control by Holders of Securities........................................................   50

Section 513. Undertaking for Costs...................................................................   51

Section 514. Waiver of Past Defaults.................................................................   51

Section 515. Waiver of Usury, Stay or Extension Laws.................................................   51

                                   ARTICLE SIX
                                   THE TRUSTEE

Section 601. Notice of Defaults......................................................................   52

Section 602. Certain Rights of Trustee...............................................................   52

Section 603. May Hold Securities.....................................................................   55

Section 604. Money Held in Trust.....................................................................   55

Section 605. Compensation and Reimbursement..........................................................   55

Section 606. Corporate Trustee Required; Eligibility.................................................   56

Section 607. Resignation and Removal; Appointment of Successor.......................................   56

Section 608. Acceptance of Appointment by Successor..................................................   57

Section 609. Merger, Conversion, Consolidation or Succession to Business.............................   59

Section 610. Appointment of Authenticating Agent.....................................................   59

Section 611. Conflicting Interests...................................................................   60

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                                      iii
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Section 612. Appointment of Co-Trustee...............................................................   61

Section 613. Trustee's Application for Instructions from the Company.................................   62

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Disclosure of Names and Addresses of Holders............................................   62

Section 702. Reports by Trustee......................................................................   63

Section 703. Reports by Company......................................................................   63

Section 704. Calculation of Original Issue Discount..................................................   64

                                  ARTICLE EIGHT
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 801. Company May Consolidate, Etc., Only on Certain Terms....................................   64

Section 802. Successor Person Substituted............................................................   65

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders......................................   66

Section 902. Supplemental Indentures with Consent of Holders.........................................   67

Section 903. Execution of Supplemental Indentures....................................................   69

Section 904. Effect of Supplemental Indentures.......................................................   69

Section 905. Conformity with Trust Indenture Act.....................................................   69

Section 906. Reference in Securities to Supplemental Indentures......................................   69

Section 907. Effect on Senior Indebtedness...........................................................   69

                                   ARTICLE TEN
                                    COVENANTS

Section 1001. Payment of Principal, Premium, if any, and Interest....................................   70

Section 1002. Maintenance of Office or Agency........................................................   70

Section 1003. Money for Securities Payments to be Held in Trust......................................   72

Section 1004. Corporate Existence....................................................................   73

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                                       iv
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Section 1005. Additional Amounts.....................................................................   73

Section 1006. Statement as to Compliance.............................................................   74

Section 1007. Waiver of Certain Covenants............................................................   74

Section 1008. Statement by Officers as to Default....................................................   74

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article...............................................................   75

Section 1102. Election to Redeem; Notice to Trustee..................................................   75

Section 1103. Selection by Trustee of Securities to be Redeemed......................................   75

Section 1104. Notice of Redemption...................................................................   75

Section 1105. Deposit of Redemption Price............................................................   77

Section 1106. Securities Payable on Redemption Date..................................................   77

Section 1107. Securities Redeemed in Part............................................................   78

                                 ARTICLE TWELVE
                                  SINKING FUNDS

Section 1201. Applicability of Article...............................................................   78

Section 1202. Satisfaction of Sinking Fund Payments with Securities..................................   78

Section 1203. Redemption of Securities for Sinking Fund..............................................   79

                                ARTICLE THIRTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS

Section 1301. Applicability of Article...............................................................   79

Section 1302. Repayment of Securities................................................................   79

Section 1303. Exercise of Option.....................................................................   80

Section 1304. When Securities Presented for Repayment Become Due and Payable.........................   80

Section 1305. Securities Repaid in Part..............................................................   81

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                                       v
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                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401. Applicability of Article; Company's Option to Effect Defeasance or
              Covenant Defeasance....................................................................   81

Section 1402. Defeasance and Discharge...............................................................   82

Section 1403. Covenant Defeasance....................................................................   82

Section 1404. Conditions to Defeasance or Covenant Defeasance........................................   83

Section 1405. Deposited Money and Government Obligations to Be Held in Trust;
              Other Miscellaneous Provisions.........................................................   84

Section 1406. Reinstatement..........................................................................   85

                                 ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

Section 1501. Purposes for Which Meetings May Be Called..............................................   86

Section 1502. Call, Notice and Place of Meetings.....................................................   86

Section 1503. Persons Entitled to Vote at Meetings...................................................   86

Section 1504. Quorum; Action.........................................................................   87

Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings....................   88

Section 1506. Counting Votes and Recording Action of Meetings........................................   88

                                 ARTICLE SIXTEEN
                           SUBORDINATION OF SECURITIES

Section 1601. Agreement to Subordinate...............................................................   89

Section 1602. Distribution on Dissolution, Liquidation and Reorganization;
              Subrogation of Securities..............................................................   89

Section 1603. No Payment on Securities in Certain Circumstances......................................   91

Section 1604. Payments on Securities Permitted.......................................................   93

Section 1605. Authorization of Holders to Trustee to Effect Subordination............................   93

Section 1606. Notices to Trustee.....................................................................   93

Section 1607. Trustee as Holder of Senior Indebtedness...............................................   94

Section 1608. Modifications of Terms of Senior Indebtedness..........................................   94

Section 1609. Reliance on Judicial Order or Certificate of Liquidating Agent.........................   94


EXHIBIT A - FORMS OF CERTIFICATES

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                                       vi
<PAGE>




          INDENTURE, dated as of _______________ , 2003 between TEEKAY SHIPPING
CORPORATION, a Marshall Islands corporation (hereinafter called the "Company"),
having its principal office at 550 Burrard Street, Suite 2000, Vancouver,
British Columbia, Canada V6C 2K2, and THE BANK OF NEW YORK, a New York banking
corporation, as Trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

          WHEREAS, the Company deems it necessary to issue from time to time for
its lawful purposes subordinated debt securities (hereinafter called the
"Securities") evidencing its unsecured and subordinated indebtedness, which may
or may not be convertible into or exchangeable for any securities of any Person
(including the Company), and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Securities,
to be issued in one or more series, unlimited as to principal amount, to bear
such rates of interest, to mature at such times and to have such other
provisions as provided in this Indenture;

          WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions;
and

          WHEREAS, all things necessary to make this Indenture a valid and
legally binding agreement of the Company, in accordance with its terms, have
been done;

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          Section 101.  Definitions

          (a)  For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires or unless such definition is
changed or amended in a supplement or amendment to this Indenture:

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

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


<PAGE>

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

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

          (b)  Certain terms, used principally in Article Three, Article Five
and Article Six are defined in those Articles.

          (c)  Other terms are defined as follows:

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

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

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

          "Authenticating Agent" means any Person appointed by the Trustee to
act on behalf of the Trustee pursuant to Section 611 to authenticate Securities.

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

          "Bearer Security" means any Security established pursuant to Section
201 which is payable to bearer or that is otherwise not a Registered Security.

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


                                       2
<PAGE>

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

          "Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment, the State of New
York or other location are authorized or obligated by law or executive order to
close.

          "Clearstream" means Clearstream Banking societe anonyme or its
successor.

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

          "Common Depositary" has the meaning specified in Section 304.

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

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

          "Conversion Date" has the meaning specified in Sub-section 312(d).

          "Conversion Event" means the cessation of use of (1) a Foreign
Currency both by the government of the country which issued such Currency and by
a central bank or other public institutions of or within the international
banking community for the settlement of transactions, (2) the euro for the
settlement of transactions by public institutions of or within the European
Communities or (3) any currency unit (or composite currency) other than the euro
for the purposes for which such currency unit was established.

          "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 101 Barclay Street,
New York, New York 10286, Phone: 212-815-5915, Fax: 212-815-5802/03, Attention:
Corporate Trust Administration.

          "Corporation" includes corporations, associations, limited liability
companies, companies and business trusts.


                                       3
<PAGE>

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

          "Currency" means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the euro, issued
by the government of one or more countries or by any reorganized confederation
or association of such governments.

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

          "Defaulted Interest" has the meaning specified in Section 307(e).

          "Depository Participant" means, with respect to The Depository Trust
Company (the "Depository") or its nominee, an institution that has an account
therewith.

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

          "Dollar Equivalent of the Currency Unit" has the meaning specified in
Section 312(g).

          "Dollar Equivalent of the Foreign Currency" has the meaning specified
in Section 312(f).

          "Election Date" has the meaning specified in Sub-section 312(h).

          "Euroclear" means Euroclear Bank, Brussels, or its successor as
operator of the Euroclear System.

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

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

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor act thereto.

          "Exchange Date" has the meaning specified in Section 304.

          "Exchange Rate Agent" means, with respect to Securities of or within
any series unless otherwise specified with respect to any Securities pursuant to
Section 301, a New York Clearing House bank designated pursuant to Section 301
or Section 313.

          "Exchange Rate Officer's Certificate" means a certificate setting
forth (1) the applicable Market Exchange Rate or the applicable bid quotation
and (2) the Dollar or Foreign Currency amounts of principal (and premium, if
any) and interest, if any (on an aggregate basis and on the basis of a Security
having the lowest denomination principal amount determined in accordance with
Section 302 in the relevant Currency), payable with respect to a Security of any


                                       4
<PAGE>

series on the basis of such Market Exchange Rate signed by the Chief Financial
Officer, the Treasurer, the Controller, any Vice President or any Assistant
Treasurer or Assistant Controller of the Company.

          "Foreign Currency" means any Currency, including, without limitation,
the euro, issued by the government of one or more countries other than the
United States or by any recognized confederation or association of such
governments.

          "Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, securities which
are:

               (1)  direct obligations of the government which issued the
          Currency in which the Securities of a particular series are payable,
          or

               (2)  obligations of a Person controlled or supervised by and
          acting as an agency or instrumentality of such government which issued
          the Currency in which the Securities of such series are payable, the
          payment of which is unconditionally guaranteed by such government,

which, in either case, are full faith and credit obligations of such government
payable in such Currency and are not callable or redeemable at the option of the
issuer thereof, and shall also include a depositary receipt issued by a bank or
trust company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depositary receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depositary receipt.

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

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


                                       5
<PAGE>
          "Indexed Security" means a Security as to which all or certain
interest payments and/or the principal amount payable at Maturity are determined
by reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in Section
301 hereof.

          "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1005 or
otherwise, includes such Additional Amounts.

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

          "Market Exchange Rate" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, (1) for any conversion involving a
currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 301 for the
Securities of the relevant series, (2) for any conversion of Dollars into any
Foreign Currency, the noon (New York City time) buying rate for such Foreign
Currency for cable transfers quoted in New York City as certified for customs
purposes by the Federal Reserve Bank of New York and (3) for any conversion of
one Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be purchased with the Foreign Currency from which conversion is
being made from major banks located in either New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent. Unless otherwise specified with respect
to any Securities pursuant to Section 301, in the event of the unavailability of
any of the exchange rates provided for in clauses (1), (2) and (3) of this
definition, the Exchange Rate Agent shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York as of the most recent available date, or quotations from one or more major
banks in New York City, London or another principal market for the Currency in
question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any Currency by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such Currency
shall be that upon which a non-resident issuer of securities designated in such
Currency would purchase such Currency in order to make payments in respect of
such securities.

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

          "Officers' Certificate" means a certificate signed by the Chairman,
the President, the Chief Executive Officer, the Chief Financial Officer, any
Vice President and by the


                                       6
<PAGE>

Treasurer, the Controller, an Assistant Treasurer, the Assistant Controller, the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee.

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

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

          "Outstanding", when used with respect to Securities or any series of
any Securities, means, as of the date of determination, all Securities or all
Securities of such series, as the case may be, theretofore authenticated and
delivered under this Indenture, except:

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

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

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

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

provided, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of


                                       7
<PAGE>

the date such Security is originally issued by the Company as set forth in an
Exchange Rate Officer's Certificate delivered to the Trustee, of the principal
amount (or, in the case of an Original Issue Discount Security or Indexed
Security, the Dollar equivalent as of such date of original issuance of the
amount determined as provided in clause (i) or clause (iii) of this definition,
respectively) of such Security, (iii) the principal amount of any Indexed
Security that may be counted in making such determination or calculation and
that shall be deemed outstanding for such purpose shall be equal to the
principal face amount of such Indexed Security at original issuance, unless
otherwise provided with respect to such Security pursuant to Section 301, and
(iv) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

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

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

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

          "Redeemable Capital Stock" means, with respect to any series of
Securities, any class or series of capital stock that, either by its terms or
any security into which it is convertible or exchangeable or by contract or
otherwise, is, or upon the happening of an event or passage of time would be,
required to be redeemed prior to the Maturity of such series of Securities or is
redeemable at the option of the holder thereof at any time prior to the Maturity
of such series of Securities, or is convertible into or exchangeable for debt
securities at any time prior to such Maturity.


                                       8
<PAGE>

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

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

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

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

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

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

          "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

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

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

          "Senior Indebtedness" means the principal of (and premium, if any) and
unpaid interest on (a) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or
thereafter created, incurred, assumed or guaranteed, for money borrowed, unless
in the instrument creating or evidencing the same or pursuant to which the same
is outstanding it is provided that such indebtedness is not senior or prior in
right of payment to the Securities, and (b) renewals, extensions, modifications
and refundings of any such indebtedness. Notwithstanding the foregoing, "Senior
Indebtedness" shall not include (1) indebtedness evidenced by the Securities
outstanding on the date hereof or thereafter created; (2) indebtedness of the
Company that is expressly subordinated in right of payment to any Senior
Indebtedness of the Company or the Securities; (3) indebtedness of the


                                       9
<PAGE>

Company that by operation of law is subordinate to any general unsecured
obligations of the Company; (4) indebtedness of the Company to the extent
incurred in violation of any covenant of this Indenture; (5) any liability for
federal, state or local taxes or other taxes, owed or owing by the Company; (6)
indebtedness for goods, materials or services purchased in the ordinary course
of business or indebtedness consisting of trade account payables or other
current liabilities (other than the current portion of long-term indebtedness
which would constitute Senior Indebtedness but for the operation of this clause
(6)); (7) amounts owed by the Company for compensation to employees or for
services rendered to the Company; (8) indebtedness of the Company to any
Subsidiary or any other Affiliate of the Company or any such Affiliate's
Subsidiaries; (9) Redeemable Capital Stock of the Company; (10) amounts owing
under leases and (11) indebtedness which when incurred and regardless of any
election under Section 111(b) of Title 11 of the United States Code is without
recourse to the Company.

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

          "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

          "Subsidiary" means any corporation of which at the time of
determination the Company, directly and/or indirectly through one or more
Subsidiaries, owns more than 50% of the shares of Voting Stock.

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

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

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

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


                                       10
<PAGE>

United States court and which has one or more United States persons who have the
authority to control all of its decisions.

          "Valuation Date" has the meaning specified in Sub-section 312(c).

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

          "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of a corporation (irrespective of
whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

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

          Section 102.  Compliance Certificates and Opinions

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

          (b)  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1006) shall include:

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

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

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

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


                                       11
<PAGE>
          matters of fact in Opinions of Counsel, counsel may rely on Officers'
          Certificates or certificates of public officials).

          Section 103.  Form of Documents Delivered to Trustee

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

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

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

          Section 104.  Acts of Holders

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed (which may be electronically signed) by such
Holders in person or by agents duly appointed in writing. If Securities of a
series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Company and any


                                       12
<PAGE>

agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 1506.

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

          (c)  The principal amount and serial numbers of Registered Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.

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

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


                                       13
<PAGE>

authorization, agreement or consent by the Holders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than 180 days after the record date.

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

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

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

               (1)  the Trustee by any Holder or by the Company shall be
          sufficient for every purpose hereunder if made, given, furnished or
          filed in writing (which may be via facsimile) to or with the Trustee
          at its Corporate Trust Office, Attention: Corporate Trust
          Administration, or at any other address previously furnished in
          writing by the Trustee to the Holders or the Company, or

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

          Section 106.  Notice to Holders; Waiver

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

          (b)  In case, by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be impracticable
to mail notice of any event to Holders of Registered Securities when such notice
is required to be given pursuant to any


                                       14
<PAGE>

provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be sufficient giving of such
notice for every purpose hereunder.

          (c)  Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be sufficiently given to Holders of Bearer Securities if published
at least twice in an Authorized Newspaper in The City of New York and in such
other city or cities as may be specified in such Securities on a Business Day,
the first such publication to be not earlier than the earliest date, and not
later than the latest date, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of the first such
publication.

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

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

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

          Section 107.  Effect of Headings and Table of Contents

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

          Section 108.  Successors and Assigns

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

          Section 109.  Separability Clause

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


                                       15
<PAGE>

          Section 110.  Benefits of Indenture

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

          Section 111.  Governing Law

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

          Section 112.  Legal Holidays

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

          Section 113.  Conflict of Any Provision of Indenture with Trust
                        Indenture Act

          If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with any provision (an "incorporated provision") required
by or deemed to be included in this Indenture by operation of the TIA, such
imposed duties or incorporated provisions shall control. If any provision of
this Indenture modifies or excludes any provision of the TIA that may be so
modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or excluded, as the case may be.

          Section 114.  No Recourse against Others

          A director, officer, employee, stockholder, agent, representative,
Affiliate or controlling Person, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities 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 any of the Securities
waives and releases all such liability.


                                       16
<PAGE>

          Section 115.  Waiver of Trial by Jury

          The Company, the Trustee, and Holders hereby irrevocably and
unconditionally waive the right to trial by jury in connection with any claim
arising out of or relating to the Securities and under this Indenture.

          Section 116.  Consent to Service; Jurisdiction.

          (a)  The Company and the Trustee agree that any legal suit, action or
proceeding arising out of or relating to this Indenture, and the Company agrees
that any legal suit, action or proceeding arising out of or relating to the
Securities, may be instituted in any federal or state court in the Borough of
Manhattan, the City of New York. Each of the Company and the Trustee waive any
objection which it may now or hereafter have to the laying of the venue of any
such legal suit, action or proceeding, waive any immunity from jurisdiction or
to service of process in respect of any such suit, action or proceeding, and
irrevocably submit to the exclusive jurisdiction of any such court in any such
suit, action or proceeding.

          (b)  The Company hereby designates and appoints Watson, Farley &
Williams, New York, New York as its authorized agent upon which process may be
served in any legal suit, action or proceeding arising out of or relating to
this Indenture or the Securities which may be instituted in any federal or state
court in the Borough of Manhattan, the City of New York, New York, and agrees
that service of process upon such agent, and written notice of said service to
the Company by the Person serving the same, shall be deemed in every respect
effective service of process upon the Company in any such suit, action or
proceeding and further designates its domicile, the domicile of New York, New
York specified above and any domicile it may have in the future as its domicile
to receive any notice hereunder (including service of process). Service of
process, to be effective upon the Trustee, must be served at the Trustee's
Corporate Trust Office in The City of New York. If for any reason Watson, Farley
& Williams, New York, New York (or any successor agent for this purpose) shall
cease to act as agent for service of process as provided above, the Company will
promptly appoint a successor agent for this purpose reasonably acceptable to the
Trustee. The Company agrees to take any and all actions as may be necessary to
maintain such designation and appointment of such agent in full force and
effect.

                                  ARTICLE TWO
                                SECURITIES FORMS

          Section 201.  Forms of Securities

          (a)  The Registered Securities, if any, of each series, the Bearer
Securities, if any, of each series and related coupons shall be in substantially
the forms as shall be established in one or more indentures supplemental hereto
or approved from time to time by or pursuant to a Board Resolution in accordance
with Section 301, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may


                                       17
<PAGE>

be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.

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

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

          Section 202.  Form of Trustee's Certificate of Authentication

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

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

                        THE BANK OF NEW YORK, as Trustee


                        By:    _____________________________________
                                Authorized Signatory

                        Dated: _____________________________________



          Section 203.  Securities Issuable in Global Form

          (a)  If Securities of or within a series are issuable in global form,
as specified as contemplated by Section 301, then, notwithstanding clause (8) of
Subsection 301(b) and the provisions of Section 302, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject
to the provisions of Section 303 and, if applicable, Section 304, the Trustee
shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section
304 has been, or simultaneously is, delivered to the Trustee, any instructions
by the Company with respect to endorsement, delivery or redelivery of a Security
in global form shall be in


                                       18
<PAGE>

writing but need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel.

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

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

          (d)  Notwithstanding the provisions of Section 309 and except as
provided in Subsection (c) of this Section, the Company, the Trustee and any
agent of the Company, and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent global
Security (1) in the case of a permanent global Security in registered form, the
Holder of such permanent global Security in registered form, or (2) in the case
of a permanent global Security in bearer form, Euroclear or Clearstream.

          Section 204.  Form of Legend for Book-Entry Securities

          Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a restricted Security) in substantially the following form:

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
     NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
     A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
     MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
     ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
     OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
     OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR
     THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER
     NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., ANY
     TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
     PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
     INTEREST HEREIN.


                                       19
<PAGE>

                                 ARTICLE THREE
                                 THE SECURITIES

          Section 301.  Amount Unlimited; Issuable in Series

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

          (b)  The Securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article Sixteen. The Securities shall rank
equally and pari passu and may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (15) of this
Subsection), if so provided, may be determined from time to time by the Company
with respect to unissued Securities of the series and set forth in such
Securities of the series when issued from time to time):

               (1)  the title of the Securities of the series, including CUSIP
          Numbers (which shall distinguish the Securities of such series from
          all other series of Securities);

               (2)  any limit upon the aggregate principal amount of the
          Securities of the series that may be authenticated and delivered under
          this Indenture (except for Securities authenticated and delivered upon
          registration of transfer of, or in exchange for, or in lieu of, other
          Securities of the series pursuant to Section 304, 305, 306, 906, 1107
          or 1305) and whether any series may be reopened for additional
          Securities of that series; in the event that such series of Securities
          may be reopened from time to time for issuances of additional
          Securities of such series, the terms thereof shall indicate whether
          any such additional Securities shall have the same terms as the prior
          Securities of such series or whether the Company may establish
          additional or different terms with respect to such additional
          Securities;

               (3)  the date or dates, or the method by which such date or dates
          will be determined or extended, on which the principal (and premium,
          if any) of the Securities of the series shall be payable;

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


                                       20
<PAGE>

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

               (6)  the period or periods within which, or the date or dates on
          which, the price or prices at which, the Currency or Currencies in
          which, and other terms and conditions upon which Securities of the
          series may be redeemed, in whole or in part, at the option of the
          Company, if the Company is to have that option;

               (7)  the obligation, if any, of the Company to redeem, repay or
          purchase Securities of the series pursuant to any sinking fund or
          analogous provision or at the option of a Holder thereof, and the
          period or periods within which or the date or dates on which, the
          price or prices at which, the Currency or Currencies in which, and
          other terms and conditions upon which Securities of the series shall
          be redeemed, repaid or purchased, in whole or in part, pursuant to
          such obligation;

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

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

               (10) if other than the principal amount thereof, the portion of
          the principal amount of Securities of the series that shall be payable
          upon declaration of acceleration of the Maturity thereof pursuant to
          Section 502 or the method by which such portion shall be determined;

               (11) if other than Dollars, the Currency or Currencies in which
          payment of the principal of (or premium, if any) or interest, if any,
          on the Securities of the series shall be made or in which the
          Securities of the series shall be denominated and the particular
          provisions applicable thereto in accordance with, in addition to or in
          lieu of any of the provisions of Section 312;

               (12) whether the amount of payments of principal of (or premium,
          if any) or interest, if any, on the Securities of the series may be
          determined with reference to an index, formula or other method (which
          index, formula or method may be based, without limitation, on one or
          more Currencies, commodities, equity


                                       21
<PAGE>

          indices or other indices), and the manner in which such amounts shall
          be determined;

               (13) whether the principal of (or premium, if any) or interest,
          if any, on the Securities of the series are to be payable, at the
          election of the Company or a Holder thereof, in a Currency other than
          that in which such Securities are denominated or stated to be payable,
          the period or periods within which (including the Election Date), and
          the terms and conditions upon which, such election may be made, and
          the time and manner of determining the exchange rate between the
          Currency in which such Securities are denominated or stated to be
          payable and the Currency in which such Securities are to be so
          payable, in each case in accordance with, in addition to or in lieu of
          any of the provisions of Section 312;

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

               (15) any deletions from, modifications of or additions to the
          Events of Default or covenants or other provisions (including any
          deletions from, modifications of or additions to any of the provisions
          of Section 1007) of the Company with respect to Securities of the
          series, whether or not such Events of Default or covenants or other
          provisions are consistent with the Events of Default or covenants or
          other provisions set forth herein;

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

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

               (18) the Person to whom any interest on any Registered Security
          of the series shall be payable, if other than the Person in whose name
          such Security (or


                                       22
<PAGE>

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

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

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

               (21) whether, under what circumstances and the Currency in which,
          the Company will pay Additional Amounts as contemplated by Section
          1005 on the Securities of the series to any Holder who is not a United
          States person (including any modification to the definition of such
          term) in respect of any tax, assessment or governmental charge and, if
          so, whether the Company will have the option to redeem such Securities
          rather than pay such Additional Amounts (and the terms of any such
          option);

               (22) the designation of the initial Exchange Rate Agent, if any;

               (23) if the Securities of the series are to be convertible into
          or exchangeable for any securities of any Person (including the
          Company), the terms and conditions upon which such Securities of the
          series will be so convertible or exchangeable (including, without
          limitation, the initial conversion price or rate, the conversion
          period, the conversion agent, if any, adjustments of the applicable
          conversion price or rate and any requirements with respect to the
          reservation of shares or Securities for purposes of conversion);

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

               (25) any other terms of the series (which terms shall not be
          inconsistent with the requirements of the TIA).

          (c)  All Securities of any one series and the coupons appertaining to
any Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution and (subject to
Section 303) set forth in such Officers' Certificate or in any such indenture
supplemental hereto. Not all Securities of any one series need to be issued at
the


                                       23
<PAGE>

same time and, unless otherwise provided, a series may be reopened, without the
consent of the Holders, for issuances of additional Securities of such series or
to establish additional terms of such series of Securities (which additional
terms shall only be applicable to unissued or additional Securities of such
series).

          (d)  If any of the terms of the Securities of any series are
established by action taken pursuant to one or more Board Resolutions, a copy of
an appropriate record of such action(s) shall be certified by the Secretary or
an Assistant Secretary or any Vice President of the Company and delivered to the
Trustee at or prior to the delivery of the Officers' Certificate setting forth
the terms of the Securities of such series.

          Section 302.  Denominations

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

          Section 303.  Execution, Authentication, Delivery and Dating

          (a)  The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its Chairman, its President or Chief
Executive Officer, and attested by its Secretary or one of its Assistant
Secretaries or Vice Presidents. The signature of any of these officers on the
Securities and coupons may be manual or facsimile signatures of the present or
any future such authorized officer and may be imprinted or otherwise reproduced
on the Securities.

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

          (c)  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupon appertaining thereto, executed by the Company, to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, that, in
connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may


                                       24
<PAGE>

be delivered in connection with its original issuance only if the Person
entitled to receive such Bearer Security shall have furnished a certificate in
the form set forth in Exhibit A-1 to this Indenture or such other certificate as
may be specified with respect to any series of Securities pursuant to Section
301, dated no earlier than 15 days prior to the earlier of the date on which
such Bearer Security is delivered and the date on which any temporary Security
first becomes exchangeable for such Bearer Security in accordance with the terms
of such temporary Security and this Indenture. If any Security shall be
represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 304, the notation of a beneficial owner's interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner's interest in such permanent global
Bearer Security. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled. If all the Securities of
any series are not to be issued at one time and if the Board Resolution or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining the terms of particular Securities of such
series, such as interest rate, maturity date, date of issuance and date from
which interest shall accrue. In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to TIA
Subsections 315(a), 315(b), 315(c) and 315(d) shall be fully protected in
relying upon,

               (1)  an Opinion of Counsel stating,

                    (i)   that the form or forms of such Securities and any
               coupons have been established in conformity with the provisions
               of this Indenture;

                    (ii)  that the terms of such Securities and any coupons have
               been established in conformity with the provisions of this
               Indenture; and

                    (iii) that such Securities, together with any coupons
               appertaining thereto, when completed by appropriate insertions
               and executed and delivered by the Company to the Trustee for
               authentication in accordance with this Indenture, authenticated
               and delivered by the Trustee in accordance with this Indenture
               and issued by the Company in the manner and subject to any
               conditions specified in such Opinion of Counsel, will constitute
               legal, valid and binding obligations of the Company, enforceable
               in accordance with their terms, subject to applicable bankruptcy,
               insolvency, reorganization and other similar laws of general
               applicability relating to or affecting the enforcement of
               creditors' rights, to general equitable principles and to such
               other qualifications as such counsel shall conclude do not
               materially affect the rights of Holders of such Securities and
               any coupons;

               (2)  an Officers' Certificate stating, to the best of the
          knowledge of the signers of such certificate, that no Event of Default
          with respect to any of the Securities shall have occurred and be
          continuing; and


                                       25
<PAGE>

               (3)  an executed supplemental indenture (if any).

          (d)  Notwithstanding the provisions of Section 301 and of this Section
303, if all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 301 or the Company Order, Opinion of Counsel or Officers'
Certificate otherwise required pursuant to Subsection (c) of this Section at the
time of issuance of each Security of such series, but such order, opinion and
certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

          (e)  The Trustee shall not be required to authenticate such Securities
if the issue of such Securities pursuant to this Indenture will affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee. Notwithstanding the generality of the foregoing, the Trustee will not
be required to authenticate Securities denominated in a Foreign Currency if the
Trustee reasonably believes that it would be unable to perform its duties with
respect to such Securities.

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

          (g)  No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee or an Authenticating Agent by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.

          (h)  Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 310 together with a written statement (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

          Section 304.  Temporary Securities

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


                                       26
<PAGE>

evidenced by their execution of such Securities. Such temporary Securities may
be in global form.

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

          (c)  (1)  Unless otherwise provided in or pursuant to a Board
Resolution, this Subsection 304(c) shall govern the exchange of temporary
Securities issued in global form.

               (2)  If temporary Securities of any series are issued in global
          form, any such temporary global Security shall, unless otherwise
          provided therein, be delivered to the London office of a depositary or
          common depositary (the "Common Depositary"), for the benefit of
          Euroclear and Clearstream, for credit to the respective accounts of
          the beneficial owners of such Securities (or to such other accounts as
          they may direct).

               (3)  Without unnecessary delay but in any event not later than
          the date specified in, or determined pursuant to the terms of, any
          such temporary global Security (the "Exchange Date"), the Company
          shall deliver to the Trustee definitive Securities, in aggregate
          principal amount equal to the principal amount of such temporary
          global Security, executed by the Company. On or after the Exchange
          Date, such temporary global Security shall be surrendered by the
          Common Depositary to the Trustee, as the Company's agent for such
          purpose, to be exchanged, in whole or from time to time in part, for
          definitive Securities without charge, and the Trustee shall
          authenticate and deliver, in exchange for each portion of such
          temporary global Security and upon receipt of the Company Order
          described in Section 303, an equal aggregate principal amount of
          definitive Securities of the same series of authorized denominations
          and of like tenor as the portion of such temporary global Security to
          be exchanged. The definitive Securities to be delivered in exchange
          for any such temporary global Security shall be in bearer form,
          registered form, permanent global bearer form or permanent global
          registered form, or any combination thereof, as specified as


                                       27
<PAGE>

          contemplated by Section 301, and, if any combination thereof is so
          specified, as requested by the beneficial owner thereof; provided,
          that, unless otherwise specified in such temporary global Security,
          upon such presentation by the Common Depositary, such temporary global
          Security is accompanied by a certificate dated the Exchange Date or a
          subsequent date and signed by Euroclear as to the portion of such
          temporary global Security held for its account then to be exchanged
          and a certificate dated the Exchange Date or a subsequent date and
          signed by Clearstream as to the portion of such temporary global
          Security held for its account then to be exchanged, each in the form
          set forth in Exhibit A-2 to this Indenture or in such other form as
          may be established pursuant to Section 301; and provided further that
          definitive Bearer Securities shall be delivered in exchange for a
          portion of a temporary global Security only in compliance with the
          requirements of Section 303.

               (4)  Unless otherwise specified in such temporary global
          Security, the interest of a beneficial owner of Securities of a series
          in a temporary global Security shall be exchanged for definitive
          Securities of the same series and of like tenor following the Exchange
          Date when the account holder instructs Euroclear or Clearstream, as
          the case may be, to request such exchange on his behalf and delivers
          to Euroclear or Clearstream, as the case may be, a certificate in the
          form set forth in Exhibit A-1 to this Indenture (or in such other form
          as may be established pursuant to Section 301), dated no earlier than
          15 days prior to the Exchange Date, copies of which certificate shall
          be available from the offices of Euroclear and Clearstream, the
          Trustee, any Authenticating Agent appointed for such series of
          Securities and each Paying Agent. Unless otherwise specified in such
          temporary global Security, any such exchange shall be made free of
          charge to the beneficial owners of such temporary global Security,
          except that a Person receiving definitive Securities must bear the
          cost of insurance, postage, transportation and the like in the event
          that such Person does not take delivery of such definitive Securities
          in person at the offices of Euroclear or Clearstream. Definitive
          Securities in bearer form to be delivered in exchange for any portion
          of a temporary global Security shall be delivered only outside the
          United States.

               (5)  Until exchanged in full as hereinabove provided, the
          temporary Securities of any series shall in all respects be entitled
          to the same benefits under this Indenture as definitive Securities of
          the same series and of like tenor authenticated and delivered
          hereunder, except that, unless otherwise specified as contemplated by
          Section 301, interest payable on a temporary global Security on an
          Interest Payment Date for Securities of such series occurring prior to
          the applicable Exchange Date shall be payable to Euroclear and
          Clearstream on such Interest Payment Date upon delivery by Euroclear
          and Clearstream to the Trustee of a certificate or certificates in the
          form set forth in Exhibit A-2 to this Indenture (or in such other
          forms as may be established pursuant to Section 301), for credit
          without further interest thereon on or after such Interest Payment
          Date to the respective accounts of the Persons who are the beneficial
          owners of such temporary global Security on such Interest Payment Date
          and who have each delivered to Euroclear or Clearstream, as the case
          may be, a certificate dated no


                                       28
<PAGE>

          earlier than 15 days prior to the Interest Payment Date occurring
          prior to such Exchange Date in the form set forth in Exhibit A-1 to
          this Indenture (or in such other forms as may be established pursuant
          to Section 301). Notwithstanding anything to the contrary herein
          contained, the certifications made pursuant to this clause (5) of
          Subsection 304(c) shall satisfy the certification requirements of
          clauses (3) and (4) of this Subsection 304(c) and of Subsection 303(c)
          of this Indenture and the interests of the Persons who are the
          beneficial owners of the temporary global Security with respect to
          which such certification was made will be exchanged for definitive
          Securities of the same series and of like tenor on the Exchange Date
          or the date of certification if such date occurs after the Exchange
          Date, without further act or deed by such beneficial owners. Except as
          otherwise provided in this clause (5) of Subsection 304(c), no
          payments of principal (or premium, if any) or interest, if any, owing
          with respect to a beneficial interest in a temporary global Security
          will be made unless and until such interest in such temporary global
          Security shall have been exchanged for an interest in a definitive
          Security. Any interest so received by Euroclear and Clearstream and
          not paid as herein provided shall be returned to the Trustee prior to
          the expiration of two years after such Interest Payment Date in order
          to be repaid to the Company.

          Section 305.  Registration, Registration of Transfer and Exchange

          (a)  The Company shall cause to be kept at the Corporate Trust Office
of the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall
have the right to examine the Security Register at all reasonable times.

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

          (c)  At the option of the Holder, Registered Securities of any series
may be exchanged for other Registered Securities of the same series, of any
authorized denomination and of a like aggregate principal amount, containing
identical terms and provisions, upon surrender of the Registered Securities to
be exchanged at such office or agency. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the


                                       29
<PAGE>

exchange is entitled to receive. Unless otherwise specified with respect to any
series of Securities as contemplated by Section 301, Bearer Securities may not
be issued in exchange for Registered Securities.

          (d)  If (but only if) expressly permitted in or pursuant the
applicable Board Resolution and (subject to Section 303) set forth in the
applicable Officers' Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denomination and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
any such permitted exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, that, except as otherwise provided in
Section 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (1) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (2) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

          (e)  Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee upon Company Order shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

          (f)  Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this Subsection 305(f). If any beneficial owner of an
interest in a permanent global Security is entitled to exchange such interest
for Securities of such series and of like tenor and aggregate principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301 and provided that any applicable notice provided in the permanent
global Security shall have been given, then without unnecessary delay but in any
event not later than the earliest date on which such interest may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in
aggregate principal amount equal to the principal amount of


                                       30
<PAGE>

such beneficial owner's interest in such permanent global Security, executed by
the Company. On or after the earliest date on which such interests may be so
exchanged, such permanent global Security shall be surrendered by the Common
Depositary or such other depositary as shall be specified in the Company Order
with respect thereto to the Trustee, as the Company's agent for such purpose, to
be exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such permanent global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such permanent global Security to be
exchanged which, unless the Securities of the series are not issuable both as
Bearer Securities and as Registered Securities, as specified as contemplated by
Section 301, shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof; provided, that, no such exchanges may occur during a period beginning
at the opening of business 15 days before any selection of Securities to be
redeemed and ending on the relevant Redemption Date if the Security for which
exchange is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a
permanent global Security shall be mailed or otherwise delivered to any location
in the United States. If a Registered Security is issued in exchange for any
portion of a permanent global Security after the close of business at the office
or agency where such exchange occurs on (1) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest
Payment Date, or (2) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this Indenture.

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

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

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

          (j)  The Company shall not be required (1) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a


                                       31
<PAGE>

period beginning at the opening of business 15 days before, and ending at the
close of business on (i) if such Securities are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (ii)
if such Securities are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if such Securities are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (2) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the
unredeemed portion thereof, or (3) to exchange any Bearer Security so selected
for redemption except that, if otherwise permitted by this Indenture, such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (4) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

          (k)  Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

          (l)  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Depository
Participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

          Section 306.  Mutilated, Destroyed, Lost and Stolen Securities

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

          (b)  If there shall be delivered to the Company and to the Trustee (1)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon, and (2) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon Company
Order the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security or in exchange for the Security to which a destroyed,
lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously


                                       32
<PAGE>

outstanding, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains.

          (c)  Notwithstanding the provisions of the Subsections 306(a) and
306(b), in case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, with coupons corresponding to the
coupons, if any, appertaining to such mutilated, destroyed, lost or stolen
Security or to the Security to which such mutilated, destroyed, lost or stolen
coupon appertains, pay such Security or coupon; provided, that, payment of
principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

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

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

          Section 307.  Payment of Interest; Interest Rights Preserved; Optional
                        Interest Reset

          (a)  Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, that, each installment of interest, if any, on any Registered Security
may at the Company's option be paid by (1) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to
Section 309, to the address of such Person as it appears on the Security
Register or (2) transfer to an account located in the United States maintained
by the payee.


                                       33
<PAGE>

          (b)  Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account located
outside the United States maintained by the payee.

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

          (d)  In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

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

               (1)  The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Registered Securities of
          such series (or their respective Predecessor Securities) are
          registered at the close of business on a Special Record Date for the
          payment of such Defaulted Interest, which shall be fixed in the
          following manner. The Company shall notify the Trustee in writing of
          the amount of Defaulted Interest proposed to be paid on each
          Registered Security of such series and the date of the proposed
          payment (which shall not be less than 30 days after such notice is
          received by the Trustee), and at the same time the Company shall
          deposit with the Trustee an amount of money in the Currency in which
          the Securities of such series are payable (except as otherwise
          specified pursuant to Section 301 for the Securities of such series
          and except, if applicable, as provided in Subsections 312(b), 312(d)
          and 312(e)) equal to the aggregate amount proposed to be paid in
          respect of such Defaulted Interest or shall make arrangements
          satisfactory to the Trustee for such deposit on or prior to the date
          of the proposed payment, such money when deposited to be held in trust
          for the benefit of the Persons entitled to such Defaulted Interest as
          in this clause provided. Thereupon the Trustee shall fix a Special
          Record Date for the payment of such Defaulted Interest which shall be
          not more than 15 days and not less than 10 days prior to the date of
          the proposed payment and not less than 10 days after


                                       34
<PAGE>

          the receipt by the Trustee of the notice of the proposed payment. The
          Trustee shall promptly notify the Company of such Special Record Date
          and, in the name and at the expense of the Company, shall cause notice
          of the proposed payment of such Defaulted Interest and the Special
          Record Date therefor to be given in the manner provided in Section
          106, not less than 10 days prior to such Special Record Date. Notice
          of the proposed payment of such Defaulted Interest and the Special
          Record Date therefor having been so given, such Defaulted Interest
          shall be paid to the Persons in whose names the Registered Securities
          of such series (or their respective Predecessor Securities) are
          registered at the close of business on such Special Record Date and
          shall no longer be payable pursuant to the following clause (2) of
          this Subsection. In case a Bearer Security of any series is
          surrendered at the office or agency in a Place of Payment for such
          series in exchange for a Registered Security of such series after the
          close of business at such office or agency on any Special Record Date
          and before the opening of business at such office or agency on the
          related proposed date for payment of Defaulted Interest, such Bearer
          Security shall be surrendered without the coupon relating to such
          proposed date of payment and Defaulted Interest will not be payable on
          such proposed date of payment in respect of the Registered Security
          issued in exchange for such Bearer Security, but will be payable only
          to the Holder of such coupon when due in accordance with the
          provisions of this Indenture.

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

          (f)  The provisions of this Subsection 307(f) may be made applicable
to any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to an Optional Reset Date for such Security. Not later than
40 days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (1) such new interest rate (or such new
spread or spread multiplier, if applicable) and (2) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity of such Security (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period.


                                       35
<PAGE>

          (g)  Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish a higher interest
rate (or a spread or spread multiplier providing for a higher interest rate, if
applicable) for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or such spread or spread multiplier providing for a higher
interest rate, if applicable) to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable)
is reset on an Optional Reset Date, and with respect to which the Holders of
such Securities have not tendered such Securities for repayment (or have validly
revoked any such tender) pursuant to Subsection 307(h), will bear such higher
interest rate (or such spread or spread multiplier providing for a higher
interest rate, if applicable).

          (h)  The Holder of any such Security may have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

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

          Section 308.  Optional Extension of Maturity

          (a)  The provisions of this Section 308 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 45
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate (or spread, spread multiplier
or other formula used to calculate such interest rate, if applicable), if any,
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the


                                       36
<PAGE>

Extension Notice and as described in Subsection (b) of this Section, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.

          (b)  Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate (or spread, spread multiplier or other formula used to
calculate such interest rate, if applicable) provided for in the Extension
Notice and establish a higher interest rate (or spread, spread multiplier or
other formula used to calculate such higher interest rate, if applicable) for
the Extension Period by causing the Trustee to transmit, in the manner provided
for in Section 106, notice of such higher interest rate (or spread, spread
multiplier or other formula used to calculate such interest rate, if applicable)
to the Holder of such Security. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity is extended will bear such higher
interest rate.

          (c)  If the Company extends the Stated Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company
on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity.

          Section 309.  Persons Deemed Owners

          (a)  Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company,
or the Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Sections 305 and
307) interest, if any, on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and none of the
Company, the Trustee nor any agent of the Company, or the Trustee shall be
affected by notice to the contrary.

          (b)  Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company,
or the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and none of the
Company, the Trustee nor any agent of the Company, or the Trustee shall be
affected by notice to the contrary.

          (c)  None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


                                       37
<PAGE>
          (d)  Notwithstanding the foregoing, with respect to any global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company, or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by any depositary, as a Holder, with
respect to such global Security or impair, as between such depositary and owners
of beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

          Section 310.  Cancellation

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

          Section 311.  Computation of Interest

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

          Section 312.  Currency and Manner of Payments in Respect of Securities

          (a)  Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series not
permitting the election provided for in Subsection (b) of this Section or the
Holders of which have not made the election provided for in Subsection (b) of
this Section, and with respect to Bearer Securities of any series, except as
provided in Subsection (d) of this Section, payment of the principal of (and
premium, if any) and interest, if any, on any Registered or Bearer Security of
such series will be made in the Currency in which such Registered Security or
Bearer Security, as the case may be, is payable. The provisions of this Section
312 may be modified or superseded with respect to any Securities pursuant to
Section 301.


                                       38
<PAGE>

          (b)  It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to Subsection (d) and (e) of this Section, to receive payments of principal of
(or premium, if any) or interest, if any, on such Registered Securities in any
of the Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so
elects to receive such payments in any such Currency, such election will remain
in effect for such Holder or any transferee of such Holder until changed by such
Holder or such transferee by written notice to the Trustee (but any such change
must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article Four or Fourteen or with respect
to which a notice of redemption has been given by the Company or a notice of
option to elect repayment has been sent by such Holder or such transferee). Any
Holder of any such Registered Security who shall not have delivered any such
election to the Trustee of such series of Registered Securities not later than
the close of business on the applicable Election Date will be paid the amount
due on the applicable payment date in the relevant Currency as provided in
Subsection (a) of this Section. The Trustee shall notify the Exchange Rate Agent
as soon as practicable after the Election Date of the aggregate principal amount
of Registered Securities for which Holders have made such written election.

          (c)  If the election referred to in Subsection (b) of this Section has
been provided for pursuant to Section 301, then, unless otherwise specified
pursuant to Section 301, not later than the fourth Business Day after the
Election Date for each payment date for Registered Securities of any series, the
Exchange Rate Agent will deliver to the Company a written notice specifying the
Currency in which Registered Securities of such series are payable, the
respective aggregate amounts of principal of (and premium, if any) and interest,
if any, on the Registered Securities to be paid on such payment date, specifying
the amounts in such Currency so payable in respect of the Registered Securities
as to which the Holders of Registered Securities of such Series shall have
elected to be paid in another Currency as provided in Subsection (b) of this
Section. If the election referred to in Subsection (b) of this Section has been
provided for pursuant to Section 301 and if at least one Holder has made such
election, then, unless otherwise specified pursuant to Section 301, on the
second Business Day preceding such payment date the Company will deliver to the
Trustee for such series of Registered Securities an Exchange Rate Officer's
Certificate in respect of the Dollar or Foreign Currency payments to be made on
such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar or Foreign Currency amount receivable by Holders of Registered Securities
who have elected payment in a Currency as provided in Subsection (b) of this
Section shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the second Business Day (the "Valuation Date")
immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.

          (d)  If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to Subsection (b) of this Section, then with
respect to each date for the payment of


                                       39
<PAGE>

principal of (and premium, if any) and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency occurring after the
last date on which such Foreign Currency was used (the "Conversion Date"), the
Dollar shall be the currency of payment for use on each such payment date.
Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid
by the Company to the Trustee and by such Trustee or any Paying Agent to the
Holders of such Securities with respect to such payment date shall be, in the
case of a Foreign Currency other than a currency unit, the Dollar Equivalent of
the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent
of the Currency Unit, in each case as determined by the Exchange Rate Agent in
the manner provided in Subsection (f) or (g) of this Section.

          (e)  Unless otherwise specified pursuant to Section 301, if the Holder
of a Registered Security denominated in any Currency shall have elected to be
paid in another Currency as provided in Subsection (b) of this Section, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in Subsection (d) of
this Section.

          (f)  The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

          (g)  The "Dollar Equivalent of the Currency Unit" shall be determined
by the Exchange Rate Agent and subject to the provisions of Subsection (h) of
this Section shall be the sum of each amount obtained by converting the
Specified Amount of each Component Currency into Dollars at the Market Exchange
Rate for such Component Currency on the Valuation Date with respect to each
payment.

          (h)  For purposes of this Section 312, the following terms shall have
the following meanings:

          A "Component Currency" shall mean any currency which, on the
     Conversion Date, was a component currency of the relevant currency unit,
     including, but not limited to, the euro.

          A "Specified Amount" of a Component Currency shall mean the number of
     units of such Component Currency or fractions thereof which were
     represented in the relevant currency unit, including, but not limited to,
     the euro, on the Conversion Date. If after the Conversion Date the official
     unit of any Component Currency is altered by way of combination or
     subdivision, the Specified Amount of such Component Currency shall be
     divided or multiplied in the same proportion. If after the Conversion Date
     two or more Component Currencies are consolidated into a single Currency,
     the respective Specified Amounts of such Component Currencies shall be
     replaced by an amount in such single Currency equal to the sum of the
     respective Specified Amounts of such consolidated


                                       40
<PAGE>

     Component Currencies expressed in such single Currency, and such amount
     shall thereafter be a Specified Amount and such single Currency shall
     thereafter be a Component Currency. If after the Conversion Date any
     Component Currency shall be divided into two or more currencies, the
     Specified Amount of such Component Currency shall be replaced by amounts of
     such two or more currencies, having an aggregate Dollar Equivalent value at
     the Market Exchange Rate on the date of such replacement equal to the
     Dollar Equivalent of the Specified Amount of such former Component Currency
     at the Market Exchange Rate immediately before such division, and such
     amounts shall thereafter be Specified Amounts and such currencies shall
     thereafter be Component Currencies. If, after the Conversion Date of the
     relevant currency unit, including, but not limited to, the euro, a
     Conversion Event (other than any event referred to above in this definition
     of "Specified Amount") occurs with respect to any Component Currency of
     such currency unit and is continuing on the applicable Valuation Date, the
     Specified Amount of such Component Currency shall, for purposes of
     calculating the Dollar Equivalent of the Currency Unit, be converted into
     Dollars at the Market Exchange Rate in effect on the Conversion Date of
     such Component Currency.

          "Election Date" shall mean the Regular Record Date for the applicable
     series of Registered Securities or at least 16 days prior to Maturity, as
     the case may be, or such other prior date for any series of Registered
     Securities as specified pursuant to Section 301 by which the written
     election referred to in Subsection 312(b) may be made.

          (i)  All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee and all Holders of such Securities
denominated or payable in the relevant Currency. The Exchange Rate Agent shall
promptly give written notice to the Company and the Trustee of any such decision
or determination.

          (j)  In the event the Company determines in good faith that a
Conversion Event has occurred with respect to the euro or any other currency
unit in which Securities are denominated or payable, the Company will
immediately give written notice thereof to the Trustee and to the Exchange Rate
Agent (and the Trustee will promptly thereafter give notice in the manner
provided in Section 106 to the affected Holders) specifying the Conversion Date
and, if applicable, the Specified Amount of each Component Currency on the
Conversion Date. In the event the Company determines in good faith that any
subsequent change in any Component Currency as set forth in the definition of
Specified Amount above has occurred, the Company will similarly give written
notice to the Trustee and the Exchange Rate Agent.

          (k)  The Trustee of the appropriate series of Securities shall be
fully justified and protected in conclusively relying and acting upon
information received by it from the Company and the Exchange Rate Agent and
shall not otherwise have any duty or obligation to determine the accuracy or
validity of such information or the occurrence of a Conversion Event independent
of the Company or the Exchange Rate Agent. The Trustee shall have no liability
for any losses incurred due to currency fluctuations.


                                       41
<PAGE>

          Section 313.  Appointment and Resignation of Successor Exchange Rate
                        Agent

          (a)  Unless otherwise specified pursuant to Section 301, if and so
long as the Securities of any series (1) are denominated in a Foreign Currency
or (2) may be payable in a Foreign Currency, or so long as it is required under
any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

          (b)  No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

          (c)  If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

          Section 314.  CUSIP Numbers

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

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

          Section 401.  Satisfaction and Discharge of Indenture

          (a)  Unless otherwise specified pursuant to Section 301, this
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer


                                       42
<PAGE>

or exchange of Securities of such series expressly provided for herein or
pursuant hereto and any right to receive Additional Amounts, as provided in
Section 1005), and the Trustee, upon receipt of a Company Order, and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when

               (1)  either

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

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

                    (A)   have become due and payable, or

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

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

               and the Company, in the case of subclauses (A), (B) or (C) of
               this Clause (ii), has irrevocably deposited or caused to be
               deposited with the Trustee as trust funds in trust for such
               purpose an amount in the Currency in which the Securities of such
               series are payable, sufficient to pay and discharge the entire
               indebtedness on such Securities and such coupons not theretofore
               delivered to the Trustee for cancellation, including the
               principal (and premium, if any) and interest, if any, to the date
               of such deposit (in the case of Securities which have become due
               and payable) or to the Stated Maturity or Redemption Date, as the
               case may be;


                                       43
<PAGE>

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

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

          (b)  Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 if money shall have been deposited with the Trustee pursuant to
clause (1) of Subsection 401(a), the obligations of the Trustee under Section
402 and Subsection 1003(d) and the obligations of the Company and the Trustee
with respect to Securities of such series under Sections 305, 306, 1002 and
1005, with respect to the payment of Additional Amounts, if any, with respect to
any rights of Holders to require the Company to repay such Securities as
contemplated by Section 1301 and with respect to any rights of Holders to
convert or exchange such Securities into other Securities, shall survive such
satisfaction and discharge. These obligations shall continue to be governed and
construed in accordance with Section 111.

          Section 402.  Application of Trust Funds

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

                                  ARTICLE FIVE
                                    REMEDIES

          Section 501.  Events of Default

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

               (1)  default in the payment of any interest upon, or any
          Additional Amount payable in respect of, any Security of that series
          or of any coupon appertaining thereto, when such interest or coupon
          becomes due and payable, and continuance of such default for a period
          of 30 days; or


                                       44
<PAGE>

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

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

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

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

                    (i)   commences a voluntary case or proceedings,

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

                    (iii) consents to the appointment of a Custodian (as defined
               below) of it or for all or substantially all of its property,

                    (iv)  makes a general assignment for the benefit of its
               creditors, or

                    (v)   issues a public announcement admitting its inability
               to pay its debts generally as they become due; or

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

                    (i)   is for relief against the Company in an involuntary
               case,

                    (ii)  appoints a Custodian of the Company or for all or
               substantially all of its property, or

                    (iii) orders the winding-up or liquidation of the Company,

          and the order or decree remains unstayed and in effect for 90 days; or

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


                                       45
<PAGE>

          (b)  The term "Bankruptcy Law" means title 11, U.S. Code, as amended
from time to time, or any similar foreign, Federal or State law for the relief
of debtors. The term "Custodian" means any custodian, receiver, trustee,
assignee, liquidator or other similar official under any Bankruptcy Law.

          Section 502.  Acceleration of Maturity; Rescission and Annulment

          (a)  If an Event of Default (other than an Event of Default specified
in clauses (5) and (6) of Subsection 501(a) with respect to the Company) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may
declare the principal (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms of that series) plus accrued and unpaid interest of all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal amount plus accrued and unpaid interests or
specified portion thereof shall become immediately due and payable. If an Event
of Default specified in clauses (5) and (6) of Subsection 501(a) with respect to
the Company occurs, the amounts described above with respect to the Outstanding
Securities of all series shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. Upon payment of such principal and interest, all of the Company's
obligations under the Securities of such series and this Indenture, other than
obligations under Section 606, shall terminate.

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

               (1)  the Company has paid or deposited with the Trustee a sum
          sufficient in cash to pay all principal, interest and Additional
          Amounts which are or have become due other than by such declaration of
          acceleration, and amounts owing the Trustee;

               (2)  all Events of Default with respect to Securities of that
          series, other than the nonpayment of the principal of (or premium, if
          any) or interest, if any, on Securities of that series which have
          become due solely by such declaration of acceleration, have been cured
          or waived as provided in Section 514; and

               (3)  such rescission would not conflict with any judgment or
          decree of a court of competent jurisdiction.

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


                                       46
<PAGE>

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

          (a)  The Company covenants that if:

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

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

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

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

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

          Section 504.  Trustee May File Proofs of Claim

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


                                       47
<PAGE>

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

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

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

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

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

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

          Section 506.  Application of Money Collected

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

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


                                       48
<PAGE>

          SECOND:  To the payment of the amounts then due and unpaid upon the
     Securities and coupons for principal (and premium, if any) and interest, 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 aggregate amounts due and payable on such Securities and coupons for
     principal (and premium, if any) and interest, if any, respectively; and

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

          Section 507.  Limitation on Suits

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

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

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

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

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

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

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

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

          Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, and Additional Amounts, if any, on such
Security or payment of such coupon on the respective due dates expressed in such
Security or coupon (or, in the case of redemption, on the Redemption


                                       49
<PAGE>

Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

          Section 509.  Restoration of Rights and Remedies

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

          Section 510.  Rights and Remedies Cumulative

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

          Section 511.  Delay or Omission Not Waiver

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

          Section 512.  Control by Holders of Securities

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

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

          (b)  such Holders have offered to the Trustee reasonable security or
indemnity against the costs, liabilities or expenses incurred in connection with
such direction,


                                       50
<PAGE>

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

          (d)  the Trustee need not take any action which might involve it in
personal liability or be unjustly prejudicial to the Holders of Securities of
such series not consenting.

          Section 513.  Undertaking for Costs

          All parties to this Indenture agree that in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorney's fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant, provided that this
Section 513 shall not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 508 hereof, or a suit by Holders of more than 10% in
principal amount of the then Outstanding Securities, or a suit instituted, on or
after the respective due dates expressed in the applicable Security, by any
Holder for the enforcement of the payment of the principal of or premium, if
any, or interest, if any, on any Security.

          Section 514.  Waiver of Past Defaults

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

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

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

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

          Section 515.  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 stay or extension law or any usury or
other 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


                                       51
<PAGE>

of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                                   ARTICLE SIX
                                   THE TRUSTEE

          Section 601.  Notice of Defaults

          Within ten days after the earlier of receipt from the Company of
written notice of the occurrence of a Default or Event of Default hereunder or
the date such occurrence hereunder actually becomes known to a Responsible
Officer of the Trustee, the Trustee shall transmit to all Holders of Securities
of such series, in the manner and to the extent provided in TIA Section 313(c),
notice of such Default or Event of Default hereunder known to the Trustee,
unless such Default or Event of Default shall have been cured or waived;
provided, that, except in the case of a Default in the payment of the principal
of (or premium, if any) or interest, if any, on any Security of such series, or
in the payment of any sinking or purchase fund installment with respect to the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of the Securities and coupons of such series; and provided further that
in the case of any Default or breach of the character specified in clause (4) of
Subsection 501(a) with respect to the Securities and coupons of such series, no
such notice to Holders shall be given until at least 60 days after the
occurrence thereof unless otherwise specified in accordance with Section 301.
The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a default is
received by the Trustee and such notice references the Securities and this
Indenture.

          Section 602.  Certain Rights of Trustee

          (a)  Subject to the provisions of TIA Sub-sections 315(a) through
315(d):

               (1)  The 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
          Trustee.

               (2)  The Trustee may conclusively 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, coupon or other paper or
          document (whether in its original or facsimile form) believed by it to
          be genuine and to have been signed or presented by the proper party or
          parties.

               (3)  Any request or direction of the Company mentioned herein
          shall be sufficiently evidenced by a Company Request or Company Order
          (other than delivery of any Security, together with any coupons
          appertaining thereto, to the Trustee for authentication and delivery
          pursuant to Section 303 which shall be


                                       52
<PAGE>

          sufficiently evidenced as provided therein) and any resolution of the
          Board of Directors may be sufficiently evidenced by a Board
          Resolution.

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

               (5)  The Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the direction of the Holders of a majority in principal amount of the
          Outstanding Securities of any series.

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

               (7)  The Trustee may consult with counsel of its choosing and the
          advice of such counsel or any Opinion of Counsel (including counsel to
          the Company) 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.

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

               (9)  The Trustee shall not be bound to make any investigation
          into the facts or matters stated in any resolution, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, note, coupon or other paper or
          document, but the Trustee, in its discretion, may make such further
          inquiry or investigation into such facts or matters as it may see fit,
          and, if the Trustee shall determine to make such further inquiry or
          investigation, it shall be entitled to examine the books, records and
          premises of the Company, personally or by agent or attorney but in the
          case of any certificate or opinion specifically required by the
          Indenture to be delivered to the Trustee, the Trustee shall have a
          duty to examine the same to determine whether they conform to the
          Indenture requirements.

               (10) The Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder either directly or by or
          through agents, custodians,


                                       53
<PAGE>

          nominees or attorneys and the Trustee shall not be responsible for any
          misconduct or negligence on the part of any agent, custodian, nominee
          or attorney appointed with due care by it hereunder.

               (11) The Trustee shall not be liable for any action taken,
          suffered or omitted by it in good faith and believed by it to be
          authorized or within the discretion or rights or powers conferred upon
          it by this Indenture other than any liabilities arising out of the
          negligence of the Trustee.

               (12) The rights, privileges, protections, immunities and benefits
          given to the Trustee, including, without limitation, its right to be
          indemnified, are extended to, and shall be enforceable by, the Trustee
          in each of its capacities hereunder, and to each agent, custodian and
          other Person employed to act hereunder.

               (13) The Trustee may request that the Company deliver an
          Officers' Certificate setting forth the names of individuals and/or
          titles of officers authorized at such time to take specified actions
          pursuant to this Indenture, which Officers' Certificate may be signed
          by any person authorized to sign an Officers' Certificate, including
          any person specified as so authorized in any such certificate
          previously delivered and not superseded. The Company shall be
          obligated to update such certificate as necessary from time to time.

          (b)  The Trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Anything contained in this Indenture to the contrary notwithstanding, in no
event shall the Trustee be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including, but not limited to lost profits), even
if the Trustee has been advised of the likelihood of such loss or damage
regardless of the form of action.

          (c)  Neither the Trustee nor its officers, employees, directors and
agents shall be liable hereunder except to the extent of its own negligent
failure to act or not act and its willful misconduct.

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

          The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.


                                       54
<PAGE>

          Section 604.  May Hold Securities

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

          Section 605.  Money Held in Trust

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

          Section 606.  Compensation and Reimbursement

          (a)  The Company agrees:

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

               (2)  except as otherwise expressly provided herein, to reimburse
          each of the Trustee and any predecessor Trustee upon its request for
          all reasonable expenses, disbursements and advances incurred or made
          by the Trustee in accordance with any provision of this Indenture
          (including the reasonable compensation and the expenses and
          disbursements of its agents and counsel), except any such expense,
          disbursement or advance as shall be determined to have been caused by
          its own negligence or willful misconduct; and

               (3)  to fully indemnify each of the Trustee and any predecessor
          Trustee (and their respective officers, employees, directors and
          agents) for, and to hold it harmless against, any and all loss,
          damage, claims, liability or expense incurred without negligence or
          bad faith on its own part, arising out of or in connection with the
          acceptance or administration of the trust or trusts hereunder,
          including the reasonable costs and expenses of defending itself
          against any claim (whether asserted by the Company or any Holder or
          any other Person) or liability in connection with the exercise or
          performance of any of its powers or duties hereunder.

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

          (c)  When the Trustee incurs expenses or renders services after an
Event of Default specified in clause (5) or (6) of Subsection 501(a) occurs, the
expenses and


                                       55
<PAGE>

compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

          Section 607.  Corporate Trustee Required; Eligibility

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

          Section 608.  Resignation and Removal; Appointment of Successor

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

          (b)  The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company.

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

          (d)  If at any time:

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

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

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities for which the Trustee is acting as trustee hereunder, or (ii) subject
to TIA Sub-section 315(e), any Holder of a Security


                                       56
<PAGE>

who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

          (e)  If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of a notice
of resignation or the delivery of an Act of removal, the Trustee resigning or
being removed or any Holder who has been a bona fide Holder of Securities of the
applicable series for at least six months, may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee for such series.

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

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

          Section 609.  Acceptance of Appointment by Successor

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


                                       57
<PAGE>

Trustee, and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which

               (1)  shall contain such provisions as shall be necessary or
          desirable to transfer and confirm to, and to vest in, each successor
          Trustee all the rights, powers, trusts and duties of the retiring
          Trustee with respect to the Securities of that or those series to
          which the appointment of such successor Trustee relates,

               (2)  if the retiring Trustee is not retiring with respect to all
          Securities, shall contain such provisions as shall be deemed necessary
          or desirable to confirm that all the rights, powers, trusts and duties
          of the retiring Trustee with respect to the Securities of that or
          those series as to which the retiring Trustee is not retiring shall
          continue to be vested in the retiring Trustee, and

               (3)  shall add to or change any of the provisions of this
          Indenture as shall be necessary to provide for or facilitate the
          administration of the trusts hereunder by more than one Trustee, it
          being understood that nothing herein or in such supplemental indenture
          shall constitute such Trustees co-trustees of the same trust and that
          each such Trustee shall be trustee of a trust or trusts hereunder
          separate and apart from any trust or trusts hereunder administered by
          any other such Trustee; and upon the execution and delivery of such
          supplemental indenture the resignation or removal of the retiring
          Trustee shall become effective to the extent provided therein and each
          such successor Trustee, without any further act, deed or conveyance,
          shall become vested with all the rights, powers, trusts and duties of
          the retiring Trustee with respect to the Securities of that or those
          series to which the appointment of such successor Trustee relates;
          but, on request of the Company or any successor Trustee, such retiring
          Trustee shall duly assign, transfer and deliver to such successor
          Trustee all property and money held by such retiring Trustee hereunder
          with respect to the Securities of that or those series to which the
          appointment of such successor Trustee relates.

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

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


                                       58
<PAGE>

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

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

          Section 611.  Appointment of Authenticating Agent

          (a)  At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption or conversion thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

          (b)  Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger,


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<PAGE>

conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to all or substantially all the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

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

          (d)  The Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation as agreed between the Company and such
Authenticating Agent, including reimbursement of its reasonable expenses, for
its services under this Section.

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

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

                                     [________________________________________ ]
                                          as Trustee

                                     By ______________________________________
                                          as Authenticating Agent

                                     By ______________________________________
                                          Authorized Signatory

          Section 612.  Conflicting Interests

          The Trustee shall comply with the provisions of Sub-section 310 of the
TIA.


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<PAGE>

          Section 613.  Appointment of Co-Trustee

          (a)  For the purpose of meeting any legal requirements of any
jurisdiction in which the Company may at the time be located in connection with
the enforcement of any right or the taking of any action on behalf of the
Holders of any Securities issued hereunder, the Trustee shall have the power and
may execute and deliver all instruments necessary to appoint one or more Persons
to act as a co-trustee or co-trustees, or separate trustee or separate trustees,
with such powers, duties, obligations, rights and trusts as the Trustee may
consider necessary or desirable. Each co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a trustee under Section
607. The Trustee shall promptly notify the Holders and the Company of the
appointment of a co-trustee or separate trustee under this section.

          (b)  Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

               (1)  all rights, powers, duties and obligations conferred or
          imposed upon the Trustee shall be conferred or imposed upon and
          exercised or performed by the Trustee and such separate trustee or
          co-trustee jointly (it being understood that such separate trustee or
          co-trustee is not authorized to act separately without the Trustee
          joining in such act), except to the extent that under any law of any
          jurisdiction in which any particular act or acts are to be performed
          the Trustee shall be incompetent or unqualified to perform such act or
          acts, in which event such rights, powers, duties and obligations shall
          be exercised and performed singly by such separate trustee or
          co-trustee, but solely at the direction of the Trustee;

               (2)  no trustee hereunder shall be personally liable by reason of
          any act or omission of any other trustee hereunder;

               (3)  the Trustee may at any time accept the resignation of or
          remove any separate trustee or co-trustee;

               (4)  any notice, request or other writing given to the Trustee
          shall be deemed to have been given to each of the then separate
          trustees and co-trustees, as effectively as if given to each of them.
          Every instrument appointing any separate trustee or co-trustee shall
          refer to this Indenture and the conditions of this Article Six. Each
          separate trustee and co-trustee, upon its acceptance of the trusts
          conferred, shall be vested with the estates or property specified in
          its instrument of appointment, either jointly with the Trustee or
          separately, as may be provided therein, subject to all the provisions
          of this Indenture, specifically including every provision of this
          Indenture relating to the conduct of, affecting the liability of, or
          affording protection or rights (including the rights to compensation,
          reimbursement and indemnification hereunder) to, the Trustee. Every
          such instrument shall be filed with the Trustee; and

               (5)  any separate trustee or co-trustee may at any time
          constitute the Trustee's agent or attorney-in-fact with full power and
          authority, to the extent not


                                       61
<PAGE>

          prohibited by law, to do any lawful act under or in respect of this
          Indenture on its behalf and in its name for the purposes of enforcing
          any rights or taking any other action on behalf of the Holders of any
          Securities issued hereunder.

          Section 614.  Trustee's Application for Instructions from the Company

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

                                 ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          Section 701.  Disclosure of Names and Addresses of Holders

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

               (1)  semiannually, not later than 15 days after each Regular
          Record Date for Securities of each series at the time Outstanding, a
          list in such form as the Trustee may reasonably require, of the names
          and addresses of the Holders of Registered Securities as of such
          Regular Record Date, or if there is no corresponding Regular Record
          Date for interest for such series of Securities, semiannually, upon
          such dates as are set forth in the Board Resolution, Officers'
          Certificates or indenture supplemental hereto authorizing such series,
          and

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

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

          (b)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Sub-section 701(a) and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Sub-section 701(a) upon receipt of a new list so furnished.


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<PAGE>

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

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

          Section 702.  Reports by Trustee

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

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

          Section 703.  Reports by Company

          (a)  The Company will:

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

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


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<PAGE>

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

          (b)  Delivery of such reports, information and documents to the
Trustee pursuant to Subsection (a) of this Section is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

          Section 704.  Calculation of Original Issue Discount

          The Company shall file with the Trustee promptly at the end of each
calendar year:

          (a)  a written notice specifying the amount of original issue discount
(including daily rates and accrual periods), if any, accrued on Outstanding
Securities as of the end of such year; and

          (b)  such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                 ARTICLE EIGHT
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

          Section 801.  Company May Consolidate, Etc., Only on Certain Terms

          The Company may not, in a single transaction or a series of related
transactions,

                    (i)   consolidate or merge with or into any other Person or
               permit any other Person to consolidate or merge with or into the
               Company, or

                    (ii)  directly or indirectly transfer, sell, lease or
               otherwise dispose of all or substantially all of its assets,

               unless, in the case of clauses (i) or (ii) of this covenant:

               (1)  in a transaction in which the Company does not survive or in
          which the Company sells, leases or otherwise disposes of all or
          substantially all of its assets, the successor entity to the Company
          is organized under (i) the laws of the United States or any State
          thereof or the District of Columbia, (ii) the laws of the Republic of
          Liberia, (iii) the laws of the Commonwealth of the Bahamas, (iv) the
          laws of the Republic of the Marshall Islands or (v) the laws of any
          other


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<PAGE>

          country recognized by the United States and which, in the case of any
          of the events under subclause (i), (ii), (iii), (iv) or (v), shall
          expressly assume, by a supplemental indenture executed and delivered
          to the Trustee in a form reasonably satisfactory to the Trustee, all
          of the Company's obligations under the Indenture;

               (2)  immediately before and after giving effect to such
          transaction, no Default or Event of Default shall have occurred and be
          continuing; and

               (3)  the Company and the successor Person have delivered to the
          Trustee an Officers' Certificate and an Opinion of Counsel each
          stating that such consolidation, merger, conveyance, lease,
          acquisition or transfer and such supplemental indenture comply with
          this Article and that all conditions precedent herein provided for
          relating to such transaction have been complied with.

          Section 802.  Successor Person Substituted

          (a)  Upon any consolidation or merger, or any conveyance or transfer
of the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Company is merged or the successor Person to which such
conveyance or transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and in
the event of any such conveyance or transfer (except by a lease), the Company
shall be discharged from all its obligations and covenants under this Indenture
and the Securities and coupons and may be dissolved and liquidated.

          (b)  Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
Person, instead of the Company, and subject to all the terms, conditions and
limitations prescribed in this Indenture, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor Person thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities of any series
so issued shall, except as otherwise set forth herein, in all respects have the
same legal rank and benefit under this Indenture as the Securities of such
series theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

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


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<PAGE>

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

          Section 901.  Supplemental Indentures Without Consent of Holders

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

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

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

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

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

          (e)  to change or eliminate any of the provisions of this Indenture;
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
or

          (f)  to secure the Securities pursuant to the requirements of such
indenture supplement, if applicable; or


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<PAGE>

          (g)  to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 201 and 301, including the
provisions and procedures relating to Securities convertible into or
exchangeable for any securities of any Person (including the Company); or

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

          (i)  to close this Indenture with respect to the authentication and
delivery of additional series of Securities, 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 shall not
adversely affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or

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

          (k)  to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the TIA.

          Section 902.  Supplemental Indentures with Consent of Holders

          (a)  With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental
indenture, with each series voting separately, by Act of said Holders delivered
to the Company and the Trustee, the Company when authorized by or pursuant to a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture which affects
such series of Securities or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, that, no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security of such series adversely affected thereby:

               (1)  change the Stated Maturity of the principal of (or premium,
          if any, on) or any installment of principal of or interest on, any
          Security, subject to the provisions of Section 308; or reduce the
          principal amount thereof (or premium, if any) or the rate of interest
          (or change the manner of calculation of interest), thereon, or any
          Additional Amounts with respect thereto, or any premium payable upon
          the redemption thereof, or change any obligation of the Company to pay
          Additional Amounts pursuant to Section 1005 (except as contemplated by
          Sub-section 801 and permitted by Sub-section 901(a)), or reduce the
          amount of the principal of an Original Issue Discount Security or
          Indexed Security that would be


                                       67
<PAGE>

          due and payable upon a declaration of acceleration of the Maturity
          thereof pursuant to Section 502 or the amount thereof provable in
          bankruptcy pursuant to Section 504, or adversely affect any right of
          repayment at the option of the Holder of any Security, or change any
          Place of Payment where, or the Currency in which, any Security or any
          premium or interest or Additional Amount thereon is payable, or impair
          the right to institute suit for the enforcement of any such payment on
          or after the Stated Maturity thereof (or, in the case of redemption or
          repayment at the option of the Holder, on or after the Redemption Date
          or the Repayment Date, as the case may be), or adversely affect any
          right to convert or exchange any Security as may be provided pursuant
          to Section 301 herein, or

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

               (3)  modify any of the provisions of this Section, Section 514 or
          Section 1007, except to increase any such percentage or to provide
          that certain other provisions of this Indenture that affect such
          series cannot be modified or waived without the consent of the Holder
          of each Outstanding Security affected thereby, or

               (4)  modify any of the provisions of this Indenture relating to
          the subordination of the Securities or the definitions related thereto
          as they affect subordination in a manner adverse to the Holders, or

               (5)  cause the Securities to be expressly subordinated to other
          indebtedness of the Company.

          (b)  It shall not be necessary for any Act of Holders under
Sub-section 902(a) to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

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

          (d)  The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto pursuant to Sub-section 902(a). If a record date is fixed,
the Holders of the applicable series of Securities at the close of Business on
such record date, or their duly designated proxies, and only such Persons shall
be entitled to consent to such supplemental indenture, whether or not such


                                       68
<PAGE>

Holders remain Holders after such record date; provided that unless such consent
shall have become effective by virtue of the requisite percentage having been
obtained prior to the date which is 90 days after such record date, any such
consent previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

          Section 903.  Execution of Supplemental Indentures

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

          Section 904.  Effect of Supplemental Indentures

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

          Section 905.  Conformity with Trust Indenture Act

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

          Section 906.  Reference in Securities to Supplemental Indentures

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

          Section 907.  Effect on Senior Indebtedness

          No supplemental indenture shall adversely affect the rights of any
holder of Senior Indebtedness under Article Sixteen without the consent of such
holder.


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<PAGE>

                                   ARTICLE TEN
                                    COVENANTS

          Section 1001.  Payment of Principal, Premium, if any, and Interest

          The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal of
(and premium, if any) and interest and Additional Amounts, if any, on the
Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Any interest
due on Bearer Securities on or before Maturity, other than Additional Amounts,
if any, payable as provided in Section 1005, in respect of principal of (or
premium, if any, on) such a Security, shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of
the Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other Person entitled thereto (or wire
transfer to an account in the United States maintained by the payee) against
surrender of such Security.

          Section 1002.  Maintenance of Office or Agency

          (a)  If Securities of a series are issuable only as Registered
Securities, the Company shall maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, where Securities of that
series that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain:

               (1)  in the Borough of Manhattan, The City of New York, an office
          or agency where any Registered Securities of that series may be
          presented or surrendered for payment, where any Registered Securities
          of that series may be surrendered for registration of transfer, where
          Securities of that series may be surrendered for exchange, where
          Securities of that series that are convertible or exchangeable may be
          surrendered for conversion or exchange, as applicable, and where
          notices and demands to or upon the Company in respect of the
          Securities of that series and this Indenture may be served and where
          Bearer Securities of that series and related coupons may be presented
          or surrendered for payment in the circumstances described in Section
          1002(c) (and not otherwise),

               (2)  subject to any laws or regulations applicable thereto, in a
          Place of Payment for that series which is located outside the United
          States, an office or agency where Securities of that series and
          related coupons may be presented and surrendered for payment;
          provided, that, if the Securities of that series are listed on any
          stock exchange located outside the United States and such stock
          exchange shall so require, the Company will maintain a Paying Agent
          for the Securities of


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<PAGE>

          that series in any required city located outside the United States so
          long as the Securities of that series are listed on such exchange, and

               (3)  subject to any laws or regulations applicable thereto, in a
          Place of Payment for that series located outside the United States an
          office or agency where any Registered Securities of that series may be
          surrendered for registration of transfer, where Securities of that
          series may be surrendered for exchange, where Securities of that
          series that are convertible or exchangeable may be surrendered for
          conversion or exchange, as applicable, and where notices and demands
          to or upon the Company in respect of the Securities of that series and
          this Indenture may be served. The Company will give prompt written
          notice to the Trustee of the location, and any change in the location,
          of each such office or agency.

          (b)  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment at the offices specified in the Security, in London,
England, and the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

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

          (d)  The Company may from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, that, no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities pursuant to Section 301 with respect to a series of Securities,
the Company hereby designates as a Place of Payment for each series of
Securities the office or agency of the Company in the Borough of Manhattan, The
City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.


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<PAGE>

          (e)  Unless otherwise specified with respect to any Securities
pursuant to Section 301, if and so long as the Securities of any series

               (1)  are denominated in a Currency other than Dollars,

               (2)  may be payable in a Currency other than Dollars, or

               (3)  so long as it is required under any other provision of the
          Indenture,

the Company will maintain with respect to each such series of Securities, or as
so required, at least one Exchange Rate Agent.

          Section 1003.  Money for Securities Payments to be Held in Trust

          (a)  If the Company or any Subsidiary or any Affiliate of any of them
shall at any time act as Paying Agent with respect to any series of any
Securities and any related coupons, it will, on or before each due date of the
principal of (or premium, if any) or interest, if any, on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Subsections
312(b), 312(d) and 312(e)) sufficient to pay the principal of (and premium, if
any) and interest, if any, on Securities of such series so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to
act.

          (b)  Whenever the Company shall have one or more Paying Agents other
than itself for any series of Securities and any related coupons, it will, on or
before each due date of the principal of (or premium, if any) or interest, if
any, on any Securities of that series, deposit with a Paying Agent a sum (in the
Currency described in Subsection 1003(a)) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

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

          (d)  Except as otherwise provided in the Securities of any series, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (or premium, if any) or
interest, if any, on any Security of any series and remaining unclaimed for two
years after such principal, premium or interest has become due and payable shall
be paid to the Company upon Company Request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall
thereafter,


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<PAGE>

as an unsecured general creditor, look only to the Company for payment of such
principal, premium or interest on any Security, without interest thereon, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, that, the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in each Place of Payment for such
series, or mailed to each such Holder of Registered Securities of such series,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

          Section 1004.  Corporate Existence

          Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and material charter and statutory rights and franchises; provided,
that the Company shall not be required to preserve any such right or franchise
if it shall determine that the preservation thereof is no longer necessary or
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; and
provided further, that the foregoing shall not prohibit a sale, transfer or
conveyance of a Subsidiary or any of its assets in compliance with the terms of
the Indenture.

          Section 1005.  Additional Amounts

          (a)  If any Securities of a series provide for the payment of
Additional Amounts, the Company will pay to the Holder of a Security of such
series or any coupon appertaining thereto Additional Amounts as may be specified
as contemplated by Section 301. Whenever in this Indenture there is mentioned,
in any context, the payment of the principal of (or premium, if any) or
interest, if any, on any Security of any series or payment of any related coupon
or the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to
Section 301 to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms and express mention
of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

          (b)  Except as otherwise specified as contemplated by Section 301, if
the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal,
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal, premium or
interest on the Securities of that series shall be made to Holders of


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<PAGE>

Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts, if any, required by
the terms of such Securities. In the event that the Trustee or any Paying Agent,
as the case may be, shall not so receive the above-mentioned certificate, then
the Trustee or such Paying Agent shall be entitled (1) to assume that no such
withholding or deduction is required with respect to any payment of principal of
(or premium, if any) or interest, if any, with respect to any Securities of a
series or related coupons until it shall have received a certificate advising
otherwise and (2) to make all payments of principal of (or premium, if any) and
interest, if any, with respect to the Securities of a series or related coupons
without withholding or deductions until otherwise advised. The Company covenants
to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

          Section 1006.  Statement as to Compliance

          The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, an Officers' Certificate as to the maker's knowledge of the
Company's compliance with all conditions and covenants under this Indenture and,
if the Company is in default, specifying all such defaults and the nature and
status thereof of which he or she may have knowledge. For purposes of this
Section 1006, such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture.

          Section 1007.  Waiver of Certain Covenants

          With respect to the Securities of any series, the Company may omit in
any particular instance to comply with any term, provision or condition
specified pursuant to Section 301 as being subject to this Section 1007, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of all Outstanding Securities of such series affected by
such term, provision or condition, by Act of such Holders, waive such compliance
in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

          Section 1008.  Statement by Officers as to Default

          The Company shall deliver to the Trustee, as soon as possible and in
any event within ten days after the Company becomes aware of the occurrence of
any Event of Default or Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.


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<PAGE>

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

          Section 1101.  Applicability of Article

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

          Section 1102.  Election to Redeem; Notice to Trustee

          The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of less than all of the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

          Section 1103.  Selection by Trustee of Securities to be Redeemed

          (a)  If less than all the Securities of any series issued on the same
day with the same terms are to be redeemed, the particular Securities to be
redeemed shall be selected by the Trustee on a pro rata basis not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series issued on such date with the same terms not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series.

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

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

          Section 1104.  Notice of Redemption

          (a)  Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 days nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified by the terms of such series
established pursuant to Section 301, to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein


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<PAGE>

provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or
portion thereof.

          (b)  Any notice that is mailed to the Holders of Registered Securities
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. All notices of redemption
shall state:

               (1)  the Redemption Date,

               (2)  the Redemption Price and the amount of accrued interest, if
          any, to the Redemption Date payable as provided in Section 1106,

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

               (4)  in case any Security is to be redeemed in part only, the
          notice which relates to such Security shall state that on and after
          the Redemption Date, upon surrender of such Security, the Holder will
          receive, without a charge, a new Security or Securities of authorized
          denominations for the principal amount thereof remaining unredeemed,

               (5)  that on the Redemption Date, the Redemption Price and
          accrued interest, if any, to the Redemption Date payable as provided
          in Section 1106 will become due and payable upon each such Security,
          or the portion thereof, to be redeemed and, if applicable, that
          interest thereon shall cease to accrue on and after said date,

               (6)  the Place or Places of Payment where such Securities,
          together in the case of Bearer Securities with all coupons
          appertaining thereto, if any, maturing after the Redemption Date, are
          to be surrendered for payment of the Redemption Price and accrued
          interest, if any,

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

               (8)  that, unless otherwise specified in such notice, Bearer
          Securities of any series, if any, surrendered for redemption must be
          accompanied by all coupons maturing subsequent to the Redemption Date
          or the amount of any such missing coupon or coupons will be deducted
          from the Redemption Price, unless security or indemnity satisfactory
          to the Company, the Trustee for such series and any Paying Agent is
          furnished,

               (9)  if Bearer Securities of any series are to be redeemed and
          any Registered Securities of such series are not to be redeemed, and
          if such Bearer Securities may be exchanged for Registered Securities
          not subject to redemption on this Redemption Date pursuant to Section
          305 or otherwise, the last date, as determined by the Company, on
          which such exchanges may be made, and


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<PAGE>

               (10) the CUSIP number of such Security, if any.

          (c)  Notice of redemption of Securities to be redeemed shall be given
by the Company or, at the Company's request, by the Trustee in the name and at
the expense of the Company.

          Section 1105.  Deposit of Redemption Price

          On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under Article
Twelve, segregate and hold in trust as provided in Section 1003) an amount of
money in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Subsections 312(b), 312(d) and 312(e))
sufficient to pay on the Redemption Date the Redemption Price of, and (unless
otherwise specified pursuant to Section 301) accrued and unpaid interest, if
any, on, all the Securities or portions thereof which are to be redeemed on that
date.

          Section 1106.  Securities Payable on Redemption Date

          (a)  Notice of redemption having been given as aforesaid, the
Securities of any series so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Subsections 312(b), 312(d) and 312(e)) (together with
accrued interest, if any, to the Redemption Date), and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest, if any) such Securities shall if the same were
interest-bearing cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, that, installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons for
such interest; and provided further that installments of interest on Registered
Securities whose Stated Maturity is prior to (or, if specified pursuant to
Section 301, on) the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

          (b)  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they


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<PAGE>

may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction shall have been made
from the Redemption Price, such Holder shall be entitled to receive the amount
so deducted; provided, that, interest represented by coupons shall be payable
only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons.

          (c)  If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate of interest set
forth in such Security or, in the case of an Original Issue Discount Security,
at the Yield to Maturity of such Security.

          Section 1107.  Securities Redeemed in Part

          Any Registered Security which is to be redeemed only in part (pursuant
to the provisions of this Article or of Article Twelve) shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his
attorney-in-fact duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

          Section 1201.  Applicability of Article

          (a)  The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.

          (b)  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of such Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of any Securities
of any series, the cash amount of any mandatory sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series or, if not so provided, as set forth
in this Article.

          Section 1202.  Satisfaction of Sinking Fund Payments with Securities

          Except as otherwise specifically contemplated by Section 301 for
Securities of such series, the Company may, in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of a
series, (a) deliver Outstanding Securities of such


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<PAGE>

series (other than any previously called for redemption) together in the case of
any Bearer Securities of such series with all unmatured coupons appertaining
thereto and (b) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the terms
of such Securities; provided that such Securities so delivered or applied as a
credit have not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the applicable Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.

          Section 1203.  Redemption of Securities for Sinking Fund

          Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of such mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Subsections 312(b), 312(d) and 312(e)) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202, and the optional amount, if any, to be added in
cash to such mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers'
Certificate shall specify an optional amount to be added in cash to such
mandatory sinking fund payment, the Company shall thereupon be obligated to pay
the amount therein specified. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS

          Section 1301.  Applicability of Article

          Repayment of Securities of any series before their Stated Maturity at
the option of Holders thereof shall be made in accordance with the terms of such
Securities and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this Article.

          Section 1302.  Repayment of Securities

          Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at the Repayment Price thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or


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<PAGE>

before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as Paying Agent, segregate and hold in trust
as provided in Section 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Subsections 312(b), 312(d) and 312(e)) sufficient to pay the
Repayment Price of, and (unless otherwise specified pursuant to Section 301)
accrued interest on, all the Securities or portions thereof, as the case may be,
to be repaid on such date.

          Section 1303.  Exercise of Option

          Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so
providing for such repayment, with the "Option to Elect Repayment" form on the
reverse of such Security duly completed by the Holder (or by the Holder's
attorney-in-fact duly authorized in writing), must be received by the Company at
the Place of Payment therefor specified in the terms of such Security (or at
such other place or places of which the Company shall from time to time notify
the Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date. If less than the entire Repayment Price of such
Security is to be repaid in accordance with the terms of such Security, the
portion of the Repayment Price of such Security to be repaid, in increments of
the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for any
portion of such Security surrendered that is not to be repaid, must be
specified. Any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is
a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company.

          Section 1304.  When Securities Presented for Repayment Become Due and
                         Payable

          (a)  If Securities of any series providing for repayment at the option
of the Holders thereof shall have been surrendered as provided in this Article
and as provided by or pursuant to the terms of such Securities, such Securities
or the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the Repayment Price of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, that, coupons whose Stated Maturity is on or prior to the Repayment
Date shall be payable only at an office or agency located outside the United
States (except as otherwise provided in Section 1002) and, unless otherwise
specified


                                       80
<PAGE>

pursuant to Section 301, only upon presentation and surrender of such coupons;
and provided further that installments of interest on Registered Securities,
whose Stated Maturity is prior to (or, if specified pursuant to Section 301, on)
the Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

          (b)  If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, that, interest represented by
coupons shall be payable only at an office or agency located outside the United
States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender
of those coupons.

          (c)  If any Security surrendered for repayment shall not be so repaid
upon surrender thereof, the Repayment Price shall, until paid, bear interest
from the Repayment Date at the rate of interest set forth in such Security or,
in the case of an Original Issue Discount Security, at the Yield to Maturity of
such Security.

          Section 1305.  Securities Repaid in Part

          Upon surrender of any Registered Security which is to be repaid in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the
expense of the Company, a new Registered Security or Securities of the same
series, of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

          Section 1401.  Applicability of Article; Company's Option to Effect
                         Defeasance or Covenant Defeasance

          If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403,
then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article (with such modifications thereto as
may be specified pursuant to Section 301 with respect to such Securities), shall
be applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities and


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any coupons appertaining thereto, elect to have Section 1402 (if applicable) or
Section 1403 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining thereto upon compliance with the conditions set forth below
in this Article.

          Section 1402.  Defeasance and Discharge

          Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any coupons appertaining thereto on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Securities and any coupons appertaining thereto, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1405 and the other
Sections of this Indenture referred to in clauses (a) and (b) of this Section
1402, and to have satisfied all its other obligations under such Securities and
any coupons appertaining thereto and this Indenture insofar as such Securities
and any coupons appertaining thereto are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder:

          (a)  the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on such Securities
and any coupons appertaining thereto when such payments are due,

          (b)  the obligations of the Company with respect to such Securities
under Sections 304, 305, 306, 1002 and 1003 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 1005,
and with respect to the rights, if any, of the holders of such Securities to
require the Company to repay such Securities as contemplated by Article
Thirteen, and with respect to the rights, if any, of holders to convert or
exchange such Securities into other Securities,

          (c)  the rights, powers, trusts, duties and immunities of the Trustee
hereunder and

          (d)  this Article Fourteen.

          Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section 1402 notwithstanding the prior exercise
of its option under Section 1403 with respect to such Securities and any coupons
appertaining thereto.

          Section 1403.  Covenant Defeasance

          Upon the Company's exercise of the option set forth in Section 1401
applicable to this Section with respect to any Securities of or within a series,
the Company shall be released from its obligations under Sections 801 and 1004
and any other covenant specified pursuant to Section 301, with respect to such
Outstanding Securities and any coupons appertaining thereto


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<PAGE>

on and after the date the conditions set forth in Section 1404 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to not be "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with any applicable covenant, but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any coupons appertaining thereto, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under clauses (4) or (7) of Subsection 501(a) or otherwise except as
specified in accordance with Section 301, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.

          Section 1404.  Conditions to Defeasance or Covenant Defeasance

          The following shall be the conditions to application of Section 1402
or Section 1403 to any Outstanding Securities of or within a series and any
coupons appertaining thereto:

          (a)  The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Article
Fourteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount (in such Currency in which such Securities and any
coupons appertaining thereto are then specified as payable at Stated Maturity),
or (2) Government Obligations (payable in the Currency in which such Securities
and coupons appertaining thereto are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment of principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto, money
in an amount, or (3) a combination thereof in an amount, sufficient, in the
opinion of a nationally recognized firm of independent public accountants or
nationally recognized independent investment banking firm expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any) and interest, if any, on
such Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities and any coupons appertaining thereto on the day on which
such payments are due and payable in accordance with the terms of this Indenture
and of such Securities and any coupons appertaining thereto.

          (b)  Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound.


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<PAGE>

          (c)  No Default or Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be continuing on
the date of such deposit or, insofar as clauses (5) or (6) of Subsection 501(a)
are concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

          (d)  In the case of an election under Section 1402, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (1) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (2) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for U.S. Federal income tax purposes as a result of such
defeasance and will be subject to U.S. Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred.

          (e)  In the case of an election under Section 1403, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any coupons appertaining thereto will
not recognize income, gain or loss for U.S. Federal income tax purposes as a
result of such covenant defeasance and will be subject to U.S. Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.

          (f)  The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (1) as a result of a deposit pursuant to
Subsection (a) of this Section and the related exercise of the Company's option
under Section 1402 or Section 1403 (as the case may be), registration is not
required under the Investment Company Act of 1940, as amended, by the Company,
with respect to the trust funds representing such deposit or by the trustee for
such trust funds or (2) all necessary registrations under said Act have been
effected.

          (g)  Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 301.

          Section 1405.  Deposited Money and Government Obligations to Be Held
                         in Trust; Other Miscellaneous Provisions

          (a)  Subject to the provisions of Subsection 1003(d), all money and
Government Obligations (or other property as may be provided pursuant to Section
301) (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any


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<PAGE>

coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities and any
coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest, if any, but such money
need not be segregated from other funds except to the extent required by law.

          (b)  Unless otherwise specified with respect to any Security pursuant
to Section 301, if, after a deposit referred to in Subsection 1404(a) has been
made, (1) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Subsection 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Subsection 1404(a) has been made in respect of such Security, or (2)
a Conversion Event occurs as contemplated in Subsection 312(d) or 312(e) or by
the terms of any Security in respect of which the deposit pursuant to Subsection
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the Currency in which such Security becomes payable as a
result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

          (c)  The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

          (d)  Anything in this Article Fourteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations (or other property
and any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

          Section 1406.  Reinstatement

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1405 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and such
Securities and any related coupons shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1405; provided, that if the Company makes any payment of
principal of (or premium, if any) or interest, if any, on any such Security or
any related coupon following the


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<PAGE>

reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities and any related coupons to receive such
payment from the money held by the Trustee or Paying Agent.

                                ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

          Section 1501.  Purposes for Which Meetings May Be Called

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

          Section 1502.  Call, Notice and Place of Meetings

          (a)  The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held
at such time and at such place in the Borough of Manhattan, The City of New York
or in London as the Trustee shall determine. Notice of every meeting of Holders
of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.

          (b)  In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series, shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 1501, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York or in London for such meeting and may
call such meeting for such purposes by giving notice thereof as provided in
Subsection (a) of this Section.

          Section 1503.  Persons Entitled to Vote at Meetings

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


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          Section 1504.  Quorum; Action

          (a)  The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, that if any action is to be
taken at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Subsection 1502(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

          (b)  Subject to Subsection (a) of this Section, at the reconvening of
any meeting adjourned for lack of a quorum the Persons entitled to vote 25% in
principal amount of the Outstanding Securities of the applicable series at the
time shall constitute a quorum for the taking of any action set forth in the
notice of the original meeting.

          (c)  Except as limited by the proviso to Section 902(a), any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of that series; provided, that except as limited by the proviso to
Section 902(a), any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of not less than such specified percentage in principal amount of the
Outstanding Securities of that series.

          (d)  Any resolution passed or decision taken at any meeting of Holders
of Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.


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<PAGE>

          Section 1505.  Determination of Voting Rights; Conduct and Adjournment
                         of Meetings

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

          (b)  The Company shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
Holders of Securities as provided in Sub-section 1502(b), in which case the
Holders of Securities of the series calling the meeting shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at
the meeting.

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

          (d)  Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

          Section 1506.  Counting Votes and Recording Action of Meetings

          The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any


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<PAGE>

series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Subsection 1502(a) and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the former to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                ARTICLE SIXTEEN
                           SUBORDINATION OF SECURITIES

          Section 1601.  Agreement to Subordinate

          Except as otherwise specified pursuant to Section 301, the Company,
for itself, its successors and assigns, covenants and agrees, and each Holder of
Securities by his acceptance thereof, likewise covenants and agrees, that the
payment of the principal of (and premium, if any) and interest, if any, on each
and all of the Securities is hereby expressly subordinated, to the extent and in
the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

          Section 1602.  Distribution on Dissolution, Liquidation and
                         Reorganization; Subrogation of Securities

          (a)  Except as otherwise specified pursuant to Section 301, upon any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of the
Company or otherwise (subject to the power of a court of competent jurisdiction
to make other equitable provision reflecting the rights conferred in this
Indenture upon the Senior Indebtedness and the holders thereof with respect to
the Securities and the holders thereof by a lawful plan of reorganization under
applicable bankruptcy law):

               (1)  the holders of all Senior Indebtedness shall be entitled to
          receive payment in full of the principal thereof (and premium, if any)
          and interest due thereon before the Holders of the Securities are
          entitled to receive any payment upon the principal (or premium, if
          any) or interest, if any, on indebtedness evidenced by the Securities;

               (2)  any payment or distribution of assets of the Company of any
          kind or character, whether in cash, property or securities, to which
          the Holders of the Securities or the Trustee would be entitled except
          for the provisions of this Article Sixteen shall be paid by the
          liquidating trustee or agent or other person making such payment or
          distribution, whether a trustee in bankruptcy, a receiver or
          liquidating trustee or otherwise, directly to the holders of Senior
          Indebtedness or


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<PAGE>

          their representative or representatives or to the trustee or trustees
          under any indenture under which any instruments evidencing any of such
          Senior Indebtedness may have been issued, ratably according to the
          aggregate amounts remaining unpaid on account of the principal of (and
          premium, if any) and interest on the Senior Indebtedness held or
          represented by each, to the extent necessary to make payment in full
          of all Senior Indebtedness remaining unpaid, after giving effect to
          any concurrent payment or distribution to the holders of such Senior
          Indebtedness; and

               (3)  in the event that, notwithstanding the foregoing, any
          payment or distribution of assets of the Company of any kind or
          character, whether in cash, property or securities, shall be received
          by the Trustee or the Holders of the Securities before all Senior
          Indebtedness is paid in full, such payment or distribution shall be
          paid over, upon written notice to the Trustee, to the holder of such
          Senior Indebtedness or their representative or representatives or to
          the trustee or trustees under any indenture under which any instrument
          evidencing any of such Senior Indebtedness may have been issued,
          ratably as aforesaid, for application to payment of all Senior
          Indebtedness remaining unpaid until all such Senior Indebtedness shall
          have been paid in full, after giving effect to any concurrent payment
          or distribution to the holders of such Senior Indebtedness.

          (b)  Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid
in full, and until such payment in full no such payments or distributions to the
Holders of the Securities of cash, property or securities otherwise
distributable to the holders of Senior Indebtedness shall, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article
Sixteen are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness, on the other hand. Nothing contained in this Article
Sixteen or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Securities, the obligation of the
Company, which is unconditional and absolute, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest, if any, on the
Securities as and when the same shall become due and payable in accordance with
their terms, or to affect the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of Senior Indebtedness, nor
shall anything herein or in the Securities prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article Sixteen of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy. Upon any payment or distribution of assets of the Company referred to in
this Article Sixteen, the Trustee, subject to the provisions of Section 601,
shall be entitled to rely upon a certificate of the liquidating trustee or agent
or other Person making any distribution to the Trustee for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior


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Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Sixteen.

          (c)  The Trustee, however, shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness. The Trustee shall not be liable to
any such holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Sixteen.

          (d)  If the Trustee or any Holder of Securities does not file a proper
claim or proof of debt in the form required in any proceeding referred to above
prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Indebtedness is hereby authorized, and
has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.

          Section 1603.  No Payment on Securities in Certain Circumstances

          (a)  Except as otherwise specified pursuant to Section 301,

               (1)  Upon the maturity of any Senior Indebtedness by lapse of
          time, acceleration (unless waived, rescinded or annulled) or
          otherwise, or upon any payment default (with or without the giving of
          notice or lapse of time or both, in accordance with the terms of the
          instrument governing such Senior Indebtedness, and without any waiver
          or forgiveness) with respect to any Senior Indebtedness, all amounts
          payable thereon shall first be paid in full before any payment is
          made, directly or indirectly by set off or otherwise, on account of
          principal of, or any premium or interest on, the Securities of such
          series or to acquire any of the Securities of such series or on
          account of the redemption provisions of the Securities of such series.

               (2)  Upon a default with respect to any Senior Indebtedness
          (other than under circumstances when the terms of clause (1) of this
          Section are applicable), as such default is defined therein or in the
          instrument under which it is outstanding, permitting the holders to
          accelerate the maturity thereof, upon written notice thereof given to
          the Company and the Trustee by or on behalf of holders of such Senior
          Indebtedness ("Default Notice"), then, unless and until such default
          shall have been cured or waived by the holders of such Senior
          Indebtedness or shall have ceased to exist, no direct or indirect
          payment shall be made by the Company with respect to the principal of,
          or any premium or interest on, the Securities of such series and the
          coupons, if any, appertaining thereto or to acquire any of such
          Securities or on account of the redemption provisions of the
          Securities of such series and the coupons, if any, appertaining
          thereto; provided, that this clause (2) shall not prevent the making
          of any payment (which is not otherwise -------- prohibited by clause
          (1) of this Section) for more than 179 days after the Default Notice
          shall have been given unless the Senior Indebtedness in respect of
          which such event of default exists has been declared due and payable
          in its entirety, in which case no such payment may be made until such
          acceleration has


                                       91
<PAGE>

          been rescinded or annulled or such Senior Indebtedness has been paid
          in full. No new Default Notice may be delivered unless and until:

               (A)  360 days have elapsed since the delivery of the immediately
          prior Default Notice; and

               (B)  all scheduled payments of principal, interest and premium on
          the Securities that have come due have been paid in full in cash.

          No nonpayment default with respect to Senior Indebtedness that existed
          or was continuing on the date of delivery of any Default Notice to the
          Trustee shall be, or be made, the basis for a subsequent Default
          Notice unless such default has been cured or waived for a period of
          not less than 90 days.

               (3)  If, notwithstanding the foregoing provisions of this
          Section, any payment on account of principal of, or any premium or
          interest on, the Securities of such series or of any coupon
          appertaining thereto shall be received by the Trustee, by any Holder
          or by any Paying Agent (or, if the Company is acting as its own Paying
          Agent, money for any such payment is segregated and held in trust),
          then, unless and until such payment is no longer prohibited by this
          Section, such payment (subject to the provisions of this Section 1603)
          shall be held in trust for the benefit of the holders of Senior
          Indebtedness and, upon notice to the Trustee or such Paying Agent from
          the representative of the holders of the Senior Indebtedness and
          pursuant to the directions of such representative, shall be paid over
          or delivered to the holders of Senior Indebtedness or their
          representative(s), ratably according to the aggregate amount remaining
          unpaid on account of the principal of and any premium or interest on
          the Senior Indebtedness held or represented by each, for application
          to the payment or prepayment of all Senior Indebtedness remaining
          unpaid to the extent necessary to pay all Senior Indebtedness in full
          in accordance with its terms, after giving effect to any concurrent
          payment or distribution or provision therefor to or for the holders of
          Senior Indebtedness. Promptly after becoming aware thereof, the
          Company shall give written notice to the Trustee of any event
          prohibiting payments on account of principal of, or any premium or
          interest on, the Securities of any series and any coupons appertaining
          thereto and, in such event, shall provide to the Trustee, in the form
          of an Officers' Certificate, the names and addresses of the holders of
          such Senior Indebtedness and their representative(s), if any, the
          amount of the Senior Indebtedness held by each such holder, any
          information necessary to calculate the daily or other increase in
          Senior Indebtedness held by such holders and any other information
          which the Trustee may reasonably request to comply with this Article.
          Subject to the provisions of Section 1602 hereof, in the event that
          the Trustee or the Paying Agent reasonably determines that additional
          evidence is required with respect to any person as a holder of Senior
          Indebtedness to participate in any payment or distribution pursuant to
          this Article, the Trustee or the Paying Agent, as the case may be, may
          request that such Person furnish evidence to its reasonable
          satisfaction as to the extent such Person is entitled to participate
          in such payment or distribution and as to other facts pertinent to the


                                       92
<PAGE>

          rights of such Persons under this Article and if such evidence is not
          furnished, the Trustee or the Paying Agent, as the case may be, may
          defer any payment to such Person pending judicial determination as to
          the right of such Person to receive such payment.

          Section 1604.  Payments on Securities Permitted

          (a)  Nothing contained in this Indenture or in any of the Securities
shall,

               (1)  affect the obligation of the Company to make, or prevent the
          Company from making, at any time except as provided in Sections 1602
          and 1603, payments of principal of (or premium, if any) or interest,
          if any, on the Securities, or

               (2)  prevent the application by the Trustee of any moneys
          deposited with it hereunder to the payment of or on account of the
          principal of (or premium, if any) or interest, if any, on the
          Securities, unless the Trustee shall have received at its Corporate
          Trust Office written notice of any event prohibiting the making of
          such payment more than two Business Days prior to the date fixed for
          such payment.

          Section 1605.  Authorization of Holders to Trustee to Effect
                         Subordination

          Each Holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen
or in an applicable prospectus supplement pursuant to Section 301 and appoints
the Trustee his attorney-in-fact for any and all such purposes.

          Section 1606.  Notices to Trustee

          Notwithstanding the provisions of this Article Sixteen or any other
provisions of this Indenture, neither the Trustee nor any Paying Agent (other
than the Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent, unless and until the Trustee
or such Paying Agent shall have received (in the case of the Trustee, at its
Corporate Trust Office) written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof reasonably satisfactory to the Trustee of such holding of
Senior Indebtedness or of the authority of such trustee; provided, that if as of
a date two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation,
the payment of either the principal (or premium, if any) or interest, if any, on
any Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section 1606, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date. The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior


                                       93
<PAGE>

Indebtedness (or a trustee on behalf of such holder) to establish that such a
notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Sixteen, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Sixteen and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

          Section 1607.  Trustee as Holder of Senior Indebtedness

          (a)  The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article Sixteen in respect of any Senior
Indebtedness at any time held by it to the same extent as any other holder of
Senior Indebtedness and nothing in Section 613 or elsewhere in this Indenture
shall be construed to deprive the Trustee of any of its rights as such holder.

          (b)  Nothing in this Article Sixteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 606.

          Section 1608.  Modifications of Terms of Senior Indebtedness

          Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Securities or the
Trustee. No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Sixteen or of the Securities relating to the subordination thereof.

          Section 1609.  Reliance on Judicial Order or Certificate of
                         Liquidating Agent

          Upon any payment or distribution of assets of the Company referred to
in this Article Sixteen, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable


                                       94
<PAGE>

thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Sixteen.

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


                                       95
<PAGE>


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

                                     TEEKAY SHIPPING CORPORATION


                                     By ________________________________________
                                          Name:
                                          Title:



                                     THE BANK OF NEW YORK, as Trustee


                                     By ________________________________________
                                          Name:
                                          Title:



                                       96
<PAGE>



                                    EXHIBIT A

                              FORMS OF CERTIFICATES

<PAGE>

                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

          This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate the income of which
is subject to United States federal income taxation regardless of its source or
a trust whose administration is subject to the primary supervision of a United
States court and which has one or more United States persons who have the
authority to control all of its decisions ("United States person(s)"), (ii) are
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in United States
Treasury Regulations Section 1.165-12(c)(1)(iv) are herein referred to as
"financial institutions") purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, and hereby certifies, that you may advise Teekay
Shipping Corporation or its agent that such financial institution will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the
owner of the Securities is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.

          As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

          We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

          This certificate excepts and does not relate to [U.S.$] ______________
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest in
a Permanent Global Security or an exchange


                                     A-1-1
<PAGE>

for and delivery of definitive Securities (or, if relevant, collection of any
interest) cannot be made until we do so certify.

          We understand that this certificate may be required in connection with
certain tax laws of the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate or a
copy thereof to any interested party in such proceedings.

Dated: ___________

[To be dated no earlier than the 15th day
prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring prior
to the Exchange Date, as applicable]
[Name of Person Making Certification]



                                       (Authorized Signatory)
                                       Name:
                                       Title:




                                     A-1-2
<PAGE>

                                   EXHIBIT A-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
     CLEARSTREAM BANKING SOCIETE ANONYME IN CONNECTION WITH THE EXCHANGE OF
                    A PORTION OF A TEMPORARY GLOBAL SECURITY
                       OR TO OBTAIN INTEREST PAYABLE PRIOR
                              TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

          This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form set out in the temporary global Security in respect to the
above-captioned Securities, attached hereto, as of the date hereof, [U.S.$]
__________________ principal amount of the above-captioned Securities (i) is
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate the income of which
is subject to United States Federal income taxation regardless of its source or
a trust whose administration is subject to the primary supervision of a United
States court and which has one or more United States persons who have the
authority to control all of its decisions ("United States person(s)"), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(iv) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such financial institution has agreed, on its own behalf or through its
agent, that we may advise Teekay Shipping Corporation or its agent, and has
certified to us, that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

          As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

          We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member



                                      A-2-1
<PAGE>

Organizations and (ii) as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.

          We understand that this certification is required in connection with
certain tax laws of the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate or a
copy thereof to any interested party in such proceedings.

Dated: ______________________

[To be dated no earlier than
the Exchange Date or the relevant
Interest Payment Date occurring
prior to the Exchange Date, as
applicable]

                                       [Morgan Guaranty Trust Company of New
                                       York, Brussels Office,] as Operator
                                       of the Euroclear System
                                       [Clearstream Banking societe anonyme]


                                       By ______________________________________
                                            Name:
                                            Title:


                                     A-2-2