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                                                                     Exhibit 4.5


                           BAXTER INTERNATIONAL INC.,
                                                                   Issuer

                                       to

                          BANK ONE TRUST COMPANY, N.A.,
                                                                   Trustee

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

                                    INDENTURE

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



                           Dated as of April 26, 2002

                                 Debt Securities

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

   Trust Indenture
     Act Section                                     Indenture Section
--------------------                                 -----------------
ss.310(a)(1)              .........................         607
      (a)(2)              .........................         607
      (b)                 .........................         608
ss.312(a)                 .........................         701
      (b)                 .........................         702
      (c)                 .........................         702
ss.313(a)                 .........................         703
      (b)(2)              .........................         703
      (c)                 .........................         703
      (d)                 .........................         703
ss.314(a)                 .........................         704
      (c)(1)              .........................         102
      (c)(2)              .........................         102
      (e)                 .........................         102
      (f)                 .........................         102
ss.316(a) (last sentence) .........................         101
      (a)(1)(A)           .........................         502, 512
      (a)(1)(B)           .........................         513
      (b)                 .........................         508
ss.317(a)(1)              .........................         503
      (a)(2)              .........................         504
      (b)                 .........................         1003
ss.318(a)                 .........................         108

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

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

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.   Definitions.....................................................2
Section 102.   Compliance Certificates and Opinions...........................12
Section 103.   Form of Documents Delivered to Trustee.........................12
Section 104.   Acts of Holders................................................13
Section 105.   Notices, etc. to the Trustee and Company.......................14
Section 106.   Notice to Holders of Securities; Waiver........................15
Section 107.   Language of Notices............................................15
Section 108.   Conflict with Trust Indenture Act..............................16
Section 109.   Effect of Headings and Table of Contents.......................16
Section 110.   Successors and Assigns.........................................16
Section 111.   Separability Clause............................................16
Section 112.   Benefits of Indenture..........................................16
Section 113.   Governing Law..................................................16
Section 114.   Legal Holidays.................................................16
Section 115.   Counterparts...................................................17
Section 116.   Judgment Currency..............................................17
Section 117.   Extension of Payment Dates.....................................17
Section 118.   Immunity of Stockholders, Directors, Officers and
               Agents of the Company..........................................18

                                   ARTICLE TWO

                                SECURITIES FORMS

Section 201.   Forms Generally................................................18
Section 202.   Form of Trustee's Certificate of Authentication................18
Section 203.   Securities in Global Form......................................19


                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.   Amount Unlimited; Issuable in Series...........................20
Section 302.   Currency; Denominations........................................24
Section 303.   Execution, Authentication, Delivery and Dating.................25
Section 304.   Temporary Securities...........................................26

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Section 305.   Registration, Transfer and Exchange.......................... 27
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities............. 31
Section 307.   Payment of Interest and Certain Additional Amounts;
               Rights to Interest and Certain Additional Amounts
               Preserved ................................................... 32
Section 308.   Persons Deemed Owners ....................................... 33
Section 309.   Cancellation ................................................ 34
Section 310.   Computation of Interest ..................................... 34


                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 401.   Satisfaction and Discharge .................................. 35
Section 402.   Defeasance and Covenant Defeasance .......................... 37
Section 403.   Application of Trust Money .................................. 41
Section 404.   Reinstatement ............................................... 42
Section 405.   Effect on Subordination Provisions .......................... 42


                                  ARTICLE FIVE

                                    REMEDIES

Section 501.   Events of Default ........................................... 43
Section 502.   Acceleration of Maturity; Rescission and Annulment .......... 44
Section 503.   Collection of Indebtedness and Suits for Enforcement
               by Trustee .................................................. 45
Section 504.   Trustee May File Proofs of Claim ............................ 46
Section 505.   Trustee May Enforce Claims without Possession of
               Securities or Coupons ....................................... 47
Section 506.   Application of Money Collected .............................. 47
Section 507.   Limitations on Suits ........................................ 47
Section 508.   Unconditional Right of Holders to Receive Principal
               and any Premium, Interest and Additional Amounts ............ 48
Section 509.   Restoration of Rights and Remedies .......................... 48
Section 510.   Rights and Remedies Cumulative .............................. 49
Section 511.   Delay or Omission Not Waiver ................................ 49
Section 512.   Control by Holders of Securities ............................ 49
Section 513.   Waiver of Past Defaults ..................................... 49
Section 514.   Waiver of Usury, Stay or Extension Laws ..................... 50
Section 515.   Undertaking for Costs ....................................... 50


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                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.   Certain Rights of Trustee ................................... 51
Section 602.   Notice of Defaults .......................................... 52
Section 603.   Not Responsible for Recitals or Issuance of Securities ...... 52
Section 604.   May Hold Securities ......................................... 52
Section 605.   Money Held in Trust ......................................... 53
Section 606.   Compensation and Reimbursement .............................. 53
Section 607.   Corporate Trustee Required; Eligibility ..................... 53
Section 608.   Resignation and Removal; Appointment of Successor ........... 54
Section 609.   Acceptance of Appointment by Successor ...................... 55
Section 610.   Merger, Conversion, Consolidation or Succession to Business . 56
Section 611.   Appointment of Authenticating Agent ......................... 57


                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.   Company to Furnish Trustee Names and Addresses of Holders ... 59
Section 702.   Preservation of Information; Communications to Holders ...... 59
Section 703.   Reports by Trustee .......................................... 59
Section 704.   Reports by Company .......................................... 60


                                  ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

Section 801.   Company May Consolidate, Etc., Only on Certain Terms ........ 60
Section 802.   Successor Person Substituted for Company .................... 61


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures without Consent of Holders .......... 61
Section 902.   Supplemental Indentures with Consent of Holders ............. 63
Section 903.   Execution of Supplemental Indentures ........................ 65
Section 904.   Effect of Supplemental Indentures ........................... 65
Section 905.   Reference in Securities to Supplemental Indentures .......... 65
Section 906.   Effect on Senior Indebtedness ............................... 65
Section 907.   Conformity with Trust Indenture Act ......................... 65


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                                   ARTICLE TEN

                                    COVENANTS

Section 1001.  Payment of Principal, Premium, Interest and
               Additional Amounts .......................................... 66
Section 1002.  Maintenance of Office or Agency ............................. 66
Section 1003.  Money for Securities Payments to Be Held in Trust ........... 68
Section 1004.  Additional Amounts .......................................... 69
Section 1005.  Restriction on the Creation of Secured Debt ................. 70
Section 1006.  Corporate Existence ......................................... 72
Section 1007.  Restriction on Sale and Leaseback Transactions .............. 72
Section 1008.  Restriction on Transfer of Principal Facility
               to Subsidiaries Other than Restricted Subsidiaries .......... 73
Section 1009.  Waiver of Certain Covenants ................................. 74
Section 1010.  Company Statement as to Compliance .......................... 74


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article .................................... 74
Section 1102.  Election to Redeem; Notice to Trustee ....................... 74
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 .................................... 79
Section 1202.  Satisfaction of Sinking Fund Payments with Securities ....... 79
Section 1203.  Redemption of Securities for Sinking Fund ................... 80


                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.  Applicability of Article .................................... 80


                                        v

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                                ARTICLE FOURTEEN

                        SECURITIES IN FOREIGN CURRENCIES

Section 1401.  Applicability of Article .................................... 81



                                 ARTICLE FIFTEEN

                    SUBORDINATION OF SUBORDINATED SECURITIES

Section 1501.  Agreement to Subordinate .................................... 81


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         INDENTURE, dated as of February __, 2002 (the "Indenture"), between
Baxter International Inc., a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter called the "Company"), having its
principal executive office located at One Baxter Parkway, Deerfield, Illinois
60015, and Bank One Trust Company, N.A., a national banking association
(hereinafter called the "Trustee").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior and
subordinated unsecured debentures, notes or other evidences of indebtedness
(hereinafter called the "Securities"), unlimited as to principal amount, to bear
such rates of interest, to mature at such time or times, to be issued in one or
more series, to have such relative rankings in priority of payment, and to have
such other provisions as shall be fixed as hereinafter provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


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                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 101.    Definitions.

     Except as otherwise expressly provided in or pursuant to this Indenture or
unless the context otherwise requires, for all purposes of 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 Trust
     Indenture Act either directly or by reference therein, have the meanings
     assigned to them therein;

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

          (4) the words "herein", "hereof", "hereto" 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;

          (5) the word "or" is always used inclusively (for example, the phrase
     "A or B" means "A or B or both", not "either A or B but not both");

          (6) provisions apply to successive events and transactions;

          (7) the term "merger" includes a statutory share exchange and the
     terms "merge" and "merged" have correlative meanings;

          (8) the masculine gender includes the feminine and the neuter; and

          (9) references to agreements and other instruments include subsequent
     amendments and supplements thereto.

     Certain terms used principally in certain Articles hereof are defined in
those Articles.

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

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

     "Affiliate" means, with respect to any specified Person, 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


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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 authorized by the Trustee pursuant
to Section 611 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Authorized Newspaper" means a newspaper, in an official language of the
place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published
on days that are not Business Days in the place of publication, 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 place meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

     "Bearer Security" means any Security in the form established pursuant to
Section 201 which is payable to bearer.

     "Board of Directors" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

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

     "Business Day" means, unless otherwise specified with respect to the
Securities of any series pursuant to Section 301, any day other than a Saturday,
Sunday or other day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to close; provided
that such term shall mean, when used with respect to any payment of principal
of, or premium or interest, if any, on, or Additional Amounts with respect to,
the Securities of any series to be made at any Place of Payment for such
Securities, unless otherwise specified pursuant to Section 301 with respect to
such Securities, any day other than a Saturday, Sunday or other day on which
banking institutions in such Place of Payment are authorized or obligated by
law, regulation or executive order to close.

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

     "Common Stock" includes any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company.


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

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

     "Consolidated Net Tangible Assets" means the total amount of assets which
would be included on a consolidated balance sheet of the Company and its
Subsidiaries under generally accepted accounting principles (less applicable
reserves and other properly deductible items) after deducting therefrom:

          (a) all short-term liabilities and liability items, except for
     indebtedness payable by its terms more than one year from the date of
     incurrence thereof (or renewable or extendible at the option of the obligor
     for a period ending more than one year after such date of incurrence); and

          (b) all goodwill, trade names, trademarks, patents, unamortized debt
     discount, unamortized expense incurred in the issuance of debt and other
     like intangibles (except prepaid royalties).

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.

     "Corporate Trust Office" means either (A) the principal corporate trust
office of the Trustee at which at any particular time this Indenture shall be
administered, which office at the date of original execution of this Indenture
is located at 1 Bank One Plaza, Suite IL1-0823, Chicago, Illinois 60670-0823 or
(B) for purposes of Section 301(9) and Section 1002, "Corporate Trust Office"
means the principal corporate trust office of the Trustee in the Borough of
Manhattan, The City of New York at which at any particular time its corporate
trust business shall be administered in The City of New York, which office at
the date of original execution of this Indenture is located 55 Walter Street,
1st Floor, Jeanette Park Entrance, New York, New York 10005.

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

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

     "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment,


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deposit or other transfer is required to be made by or pursuant to the terms
hereof or such Security and, with respect to any other payment, deposit or
transfer pursuant to or contemplated by the terms hereof or such Security, means
Dollars.

     "CUSIP number" means the alphanumeric designation assigned to a Security by
Standard & Poor's, CUSIP Service Bureau.

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

     "Depository" means, with respect to any Security issuable or issued in the
form of one or more global Securities, the Person designated as depository by
the Company in or pursuant to this Indenture, and, unless otherwise provided
with respect to any Security, any successor to such Person. If at any time there
is more than one such Person, "Depository" shall mean, with respect to any
Securities, the depository which has been appointed with respect to such
Securities.

     "Dollars" or "$" means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States of America.

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

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor thereto, in each case as amended from time to time.

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

     "Funded Debt" means any obligation payable by its terms more than one year
from the date of incurrence thereof (or renewable or extendible at the option of
the obligor for a period ending more than one year after such date of
incurrence), which under GAAP should be shown on the consolidated balance sheet
of the Company as a liability.

     "GAAP" and "generally accepted accounting principles" mean, unless
otherwise specified with respect to any Securities pursuant to Section 301, such
accounting principles as are generally accepted in the United States of America
as of the date or time of any computation required hereunder.

     "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or any
premium or interest on the relevant Security or any Additional Amounts in
respect thereof shall be payable, in each case where the payment or payments
thereunder are supported by the full faith and credit of such government or
governments or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments, in each case where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government or
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust


                                       5

<PAGE>

company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or other amount with respect to
any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of or other amount with respect to the Government Obligation evidenced
by such depository receipt.

     "Holder", in the case of any Registered Security, means the Person in whose
name such Security is registered in the Security Register and, in the case of
any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means 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, with
respect to any Security, by the terms and provisions of such Security and any
Coupon appertaining thereto established pursuant to Section 301 (as such terms
and provisions may be amended pursuant to the applicable provisions hereof),
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of those particular
series of Securities for which such Person is Trustee established pursuant to
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.

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

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

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

     "Judgment Currency" has the meaning specified in Section 116.

     "Maturity", 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 provided in or pursuant to this Indenture or such Security, whether
at the Stated Maturity or by declaration of acceleration, upon notice of
redemption at the option of the Company, repurchase, or upon notice of option to
elect repayment at the option of the Holder or otherwise, and includes a
Redemption Date for such Security and the date fixed for the repurchase of such
Security or the date fixed for repayment of such Security at the option of the
Holder.

     "New York Banking Day" has the meaning specified in Section 116.


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<PAGE>

     "Office" or "Agency", with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 1002 or, to the
extent designated or required by Section 1002 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

     "Officers' Certificate" means a certificate signed by the Chairman, the
Chief Executive Officer, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.

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

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

     (a)  any such Security theretofore cancelled by the Trustee or the Security
          Registrar or delivered to the Trustee or the Security Registrar for
          cancellation;

     (b)  any such Security for whose payment at the Maturity thereof money in
          the necessary amount (or, to the extent that such Security is payable
          at such Maturity in shares of Common Stock or other securities, Common
          Stock or such other securities in the necessary amount, together with,
          if applicable, cash in lieu of fractional shares of securities) has
          been theretofore deposited pursuant hereto (other than pursuant to
          Section 402) with the Trustee or any Paying Agent (other than the
          Company) in trust or set aside and segregated in trust by the Company
          (if the Company shall act as its own Paying Agent) for the Holders of
          such Securities and any Coupons appertaining thereto, provided that,
          if such Securities are to be redeemed, notice of such redemption has
          been duly given pursuant to this Indenture or provision therefor
          satisfactory to the Trustee has been made;

     (c)  any such Security with respect to which the Company has effected
          defeasance or covenant defeasance pursuant to Section 402; except to
          the extent provided in Section 402;

     (d)  any such Security which has 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, unless there
          shall have been


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<PAGE>

               presented to the Trustee proof satisfactory to it that such
               Security is held by a bona fide purchaser in whose hands such
               Security is a valid obligation of the Company; and

          (e)  any such Security converted or exchanged as contemplated by this
               Indenture into Common Stock or other securities, if the terms of
               such Security provide for such conversion or exchange pursuant to
               Section 301;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination 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 in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency that may be
counted in making such determination and that shall be deemed Outstanding for
such purposes shall be the Dollar equivalent, determined on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (i) above) of
such Security, and (iv) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which a Responsible Officer of the Trustee knows to
be so owned shall be so disregarded. Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee (A) the pledgee's right so to act with
respect to such Securities and (B) that the pledgee is not the Company or any
other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate (other than a Trust) of the Company or such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

     "Person" and "person" mean any individual, Corporation, joint venture,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

     "Place of Payment", with respect to any Security, means the place or places
where the principal of, or any premium or interest on, or any Additional Amounts
with respect to such Security are payable as provided in or pursuant to this
Indenture or such Security.


                                       8

<PAGE>

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same indebtedness 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 lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

     "Principal Facility" means any manufacturing plant, warehouse, office
building or parcel of real property (including fixtures, but excluding leases
and other contract rights which might otherwise be deemed real property) owned
by the Company or any Restricted Subsidiary, whether owned on the date hereof or
thereafter, provided each such plant, warehouse, office building or parcel of
real property has a gross book value (without deduction for any depreciation
reserves) in excess of 2% of Consolidated Net Tangible Assets other than any
such plant, warehouse, office building or parcel of real property or portion
thereof which, in the opinion of the Board of Directors (evidenced by a Board
Resolution) is not of material importance to the business conducted by the
Company and its Subsidiaries taken as a whole.

     "Redemption Date", with respect to any Security or portion thereof to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

     "Redemption Price", with respect to any Security or portion thereof to be
redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

     "Registered Security" means any Security established pursuant to Section
201 which is registered in the Security Register.

     "Regular Record Date" for the interest payable on any Registered Security
on any Interest Payment Date therefor means the date, if any, specified in or
pursuant to this Indenture or such Security as the record date for the payment
of such interest.

     "Required Currency" has the meaning specified in Section 116.

     "Responsible Officer" means any officer of the Trustee assigned by the
Trustee to administer corporate trust matters and also means, with respect to a
particular corporate trust matter, any other officer or employee of the Trustee
to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.

     "Restricted Subsidiary" means any corporation in which the Company owns
voting securities entitling it to elect a majority of the directors and which is
either designated a Restricted Subsidiary in accordance with this Indenture or
(i) existed as such on the date of this Indenture or is the successor to, or
owns, any equity interest in, a corporation which so existed, (ii) has its
principal business and assets in the United States (including Puerto Rico and
other territories and possessions), (iii) such business is other than the
obtaining of financing in capital markets outside the United States or the
financing of the acquisition or disposition of real or personal property or
dealing in real property for residential or office building purposes, and (iv)


                                       9

<PAGE>

does not have assets substantially all of which consist of securities of one or
more corporations which are not Restricted Subsidiaries.

     "Sale and Leaseback Transaction" means any sale or transfer made by the
Company or one or more Restricted Subsidiaries (except a sale or transfer made
to the Company or one or more Restricted Subsidiaries) of any Principal Facility
which (in the case of a Principal Facility which is a manufacturing plant,
warehouse or office building) has been in operation, use or commercial
production (exclusive of test and start-up periods) by the Company or any
Restricted Subsidiary for more than 120 days prior to such sale or transfer, or
which (in the case of a Principal Facility which is a parcel of real property
other than a manufacturing plant, warehouse or office building) has been owned
by the Company or any Restricted Subsidiary for more than 120 days prior to such
sale or transfer, if such sale or transfer is made with the intention of
leasing, or as part of an arrangement involving the lease, of such Principal
Facility to the Company or a Restricted Subsidiary, except (a) a lease for a
period of not exceeding 36 months, made with the intention that the use of the
leased Principal Facility by the Company or such Restricted Subsidiary will be
discontinued on or before the expiration of such period and (b) a lease that
secures or relates to obligations issued by the United States of America or any
state, territory or possession of the United States of America, or any political
subdivision of any of the foregoing, or of the District of Columbia, in
connection with the financing of the cost of construction or acquisition of such
Principal Facility or a part thereof. No Security Interest described in
subparagraphs(a) through (l) of Section 1005 shall be deemed to create or be
defined to be a Sale or Leaseback Transaction.

     "Secured Debt" means any indebtedness for money borrowed by, or evidenced
by a note or other similar instrument of, the Company or a Restricted
Subsidiary, and any other indebtedness of the Company or a Restricted Subsidiary
on which by the terms of such indebtedness interest is paid or payable,
including obligations evidenced or secured by leases, installment sales
agreements or other instruments (other than indebtedness owed by a Restricted
Subsidiary to the Company, by a Restricted Subsidiary to another Restricted
Subsidiary or by the Company to a Restricted Subsidiary), which in any such case
is secured by (a) a Security Interest in any Principal Facility or portion
thereof or (b) a Security Interest in any shares of stock owned directly or
indirectly by the Company in a Restricted Subsidiary or in indebtedness for
money borrowed by a Restricted Subsidiary from the Company or another Restricted
Subsidiary. The securing in the foregoing manner of any debt which immediately
prior thereto was not Secured Debt shall be deemed to be the creation of Secured
Debt at the time such security is given. The amount of Secured Debt at any time
outstanding shall be the maximum aggregate amount then owing thereon by the
Company and its Restricted Subsidiaries.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor thereto, in each case as amended from time to time.

     "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.


                                       10

<PAGE>

     "Security Interest" means any mortgage, pledge, lien, encumbrance or other
security interest which secures payment or performance of an obligation.

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

     "Senior Indebtedness", when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to Section
301(25) with respect to the Subordinated Securities of such series.

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

     "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due and
payable.

     "Subordinated Security" or "Subordinated Securities" means Securities
which, pursuant to Section 301(25), are expressly made subordinate in right of
payment to Senior Indebtedness.

     "Subordination Provisions", when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to Section
301(25) with respect to the Subordinated Securities of such series.

     "Subsidiary" means any corporation of which the Company, or the Company and
one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own voting securities entitling the holders thereof to elect a
majority of the directors, either at all times or so long as there is no default
or contingency which permits the holders of any other class or classes of
securities to vote for the election of one or more directors.

     "Superior Indebtedness" means any obligation of the Company or any
Restricted Subsidiary which constituted Funded Debt as of the date of its
creation and which, in the case of such Funded Debt of the Company, is not
subordinate and junior in right of payment to the prior payment of the
Securities.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes of
such Act or provision, as the case may be.

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


                                       11

<PAGE>

more than one such Person, "Trustee" shall mean each such Person and as used
with respect to the Securities of any series shall mean the Trustee with respect
to the Securities of such series.

     "United States", means the United States of America (including the states
thereof and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; and the term "United States of America"
means the United States of America.

     "United States Alien", except as otherwise provided in or pursuant to this
Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "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".

     Section 102. Compliance Certificates and Opinions.

     Except as otherwise expressly provided in or pursuant to this Indenture,
upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall 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
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     Such certificate or opinion shall also include:

     (1) a statement that such officer or counsel has read such covenant or
condition;

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

     (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether such covenant or condition has been complied
with.

     Section 103. Form of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters


                                       12

<PAGE>

and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

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

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

     Section 104. Acts of Holders.

     (1) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by or pursuant to this Indenture to be made, given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section 104.

     Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depository that
is a Holder of a global Security, may make, give or take, by a proxy or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or pursuant to this Indenture
or the Securities to be made, given or taken by Holders, and a Depository that
is a Holder of a global Security may provide its proxy or proxies to the
beneficial owners of interests in any such global Security through such
Depository's standing instructions and customary practices.

     (2) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any reasonable manner which the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section 104.


                                       13

<PAGE>

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

     (4) The ownership, principal amount and serial numbers of Bearer Securities
held by any Person, and the date of the commencement and the date of the
termination 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 reasonably acceptable to the Company, wherever
situated, if such certificate shall be deemed by the Company and 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 Company and 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, (2) such Bearer Security is produced to
the Trustee by some other Person, (3) such Bearer Security is surrendered in
exchange for a Registered Security or (4) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of the commencement and the date of the termination of holding the same may
also be proved in any other manner which the Company and the Trustee deem
sufficient.

     (5) If the Company shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may at its option (but is not obligated to), by
Board Resolution, fix in advance a record date for the determination of Holders
of Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. 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
Registered Securities of record at the close of business on such record date
shall be deemed to be Holders for the purpose of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders of Registered Securities shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.

     (6) Any request, demand, authorization, direction, notice, consent, waiver
or other Act by 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 or suffered to be done by the Trustee, any Security Registrar, any
Paying Agent or the Company in reliance thereon, whether or not notation of such
Act is made upon such Security.


                                       14

<PAGE>

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

     Any request, demand, authorization, direction, notice, consent, waiver or
other 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 the Company shall be sufficient for
     every purpose hereunder if made, given, furnished or filed in writing to or
     with the Trustee at its Corporate Trust Office; or

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

     Section 106. Notice to Holders of Securities; Waiver.

     Except as otherwise expressly provided in or pursuant to this Indenture,
where this Indenture provides for notice to Holders of Securities of any event,

          (1) such notice shall be sufficiently given to Holders of Registered
     Securities if in writing and mailed, first-class postage prepaid, to each
     Holder of a Registered Security affected by such event, at his address as
     it appears in the Security Register, not later than the latest date, and
     not earlier than the earliest date, prescribed for the giving of such
     notice; and

          (2) such notice shall be sufficiently given to Holders of Bearer
     Securities, if any, if published in an Authorized Newspaper in The City of
     New York and, if such Securities are then listed on any stock exchange
     outside the United States, in an Authorized Newspaper in such city as the
     Company shall advise the Trustee that such stock exchange so requires, on a
     Business Day at least twice, the first such publication to be not earlier
     than the earliest date and the second such publication not later than the
     latest 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 of a Registered Security 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 which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     In case 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


                                       15

<PAGE>

Bearer Securities as shall be given with the approval of the Trustee shall
constitute sufficient notice to such Holders for every purpose hereunder.
Neither failure to give notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice mailed to Holders of Registered Securities as provided
above.

     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 of Securities 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. Language of Notices.

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

     Section 108. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

     Section 109. 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 110. 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 111. Separability Clause.

     In case any provision in this Indenture, any Security or any Coupon shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not, to the fullest extent permitted by law,
in any way be affected or impaired thereby.

     Section 112. Benefits of Indenture.

     Nothing in this Indenture, any Security or any Coupon, express or implied,
shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent and their successors hereunder and the Holders of Securities or
Coupons, and, in the case of the Subordinated Securities of any series, the
holders of Senior Indebtedness with respect to such series, any benefit or any
legal or equitable right, remedy or claim under this Indenture.


                                       16

<PAGE>

     Section 113. Governing Law.

     This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
State.

     Section 114. Legal Holidays.

     Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of, or any other day on which a payment is due with respect to, any
Security shall be a day which is not a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon or in the Board
Resolution, Officers' Certificate or supplemental indenture establishing the
terms of any Security that specifically states that such provision shall apply
in lieu hereof) payment need not be made at such Place of Payment on such date,
but such payment may be made on the next succeeding day that is a Business Day
at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, at the Stated Maturity or Maturity or on any such other
payment date, as the case may be, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such Interest
Payment Date, Stated Maturity, Maturity or other payment date, as the case may
be, to the next succeeding Business Day.

     Section 115. Counterparts.

     This Indenture may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same
instrument.

     Section 116. Judgment Currency.

     The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding that on which a final unappealable judgment is
given and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
clause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of


                                       17

<PAGE>

New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed. The
provisions of this Section 116 shall not be applicable with respect to any
payment due on a Security which is payable in Dollars.

     Section 117. Extension of Payment Dates.

     In the event that (i) the terms of any Security or Coupon appertaining
thereto established in or pursuant to this Indenture permit the Company or any
Holder thereof to extend the date on which any payment of principal of, or
premium, if any, or interest, if any, on, or Additional Amounts, if any, with
respect to such Security or Coupon is due and payable and (ii) the due date for
any such payment shall have been so extended, then all references herein to the
Stated Maturity of such payment (and all references of like import) shall be
deemed to refer to the date as so extended.

     Section 118. Immunity of Stockholders, Directors, Officers and Agents of
the Company.

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

                                  ARTICLE TWO

                                SECURITIES FORMS

     Section 201. Forms Generally.

     Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officer of the Company executing
such Security or Coupon as evidenced by the execution of such Security or
Coupon.

     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons.

     Definitive Securities and definitive Coupons shall be printed, lithographed
or engraved or produced by any combination of these methods on a steel engraved
border or steel engraved


                                       18

<PAGE>

borders or may be produced in any other manner, all as determined by the officer
of the Company executing such Securities or Coupons, as evidenced by the
execution of such Securities or Coupons.

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

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

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

                                        Bank One Trust Company, N.A.,
                                         as Trustee

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

     Section 203. Securities in Global Form.

     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in global form. If Securities
of a series shall be issuable in temporary or permanent global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be increased or reduced to reflect
exchanges. Any endorsement of any Security in global form to reflect the amount,
or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby shall be made in such manner and
by such Person or Persons as shall be specified therein or pursuant to Section
301 with respect to such Security or in the Company Order to be delivered
pursuant to Section 303 or Section 304 with respect thereto. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in global form in the manner and upon
instructions given by the Person or Persons specified therein or pursuant to
Section 301 with respect to such Security or in the applicable Company Order. If
a Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to a
Security in global form shall be in writing but need not be accompanied by or
contained in an Officers' Certificate and need not be accompanied by an Opinion
of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the
event a global Security is exchangeable for definitive Securities as provided in
Section 305, then, unless otherwise provided in or pursuant to this Indenture
with respect to the Securities of such series, the Trustee shall deliver and
redeliver such global Security to the extent necessary to effect such exchanges,
shall endorse such global Security to reflect any decrease in the principal
amount thereto resulting from such exchanges and shall take such other actions,
all as contemplated by Section 305.


                                       19

<PAGE>

     Notwithstanding the provisions of Section 307, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, and any Additional Amounts in respect of any Security
in temporary or permanent global form shall be made to the Person or Persons
specified therein.

     Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered form, or
(ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 301.

                                 ARTICLE THREE

                                 THE SECURITIES

     Section 301. Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series.

     With respect to any Securities to be authenticated and delivered hereunder,
there shall be established in or pursuant to one or more Board Resolutions and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of any Securities of a series,

          (1) the title of the Securities of such series;

          (2) any limit upon the aggregate principal amount of the Securities of
     such series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of such
     series pursuant to Section 304, 305, 306, 905 or 1107, upon repayment in
     part of any Security of such series pursuant to Article Thirteen or upon
     surrender in part of any Security for conversion or exchange into Common
     Stock or other securities pursuant to its terms), and whether such series
     may be reopened from time to time for the issuance of additional Securities
     of such series or to establish additional terms of such series;

          (3) whether such Securities are to be issuable as Registered
     Securities, as Bearer Securities or alternatively as Bearer Securities and
     Registered Securities, and whether the Bearer Securities are to be issuable
     with Coupons, without Coupons or both, and any restrictions applicable to
     the offer, sale or delivery of the Bearer Securities and the terms, if any,
     upon which Bearer Securities may be exchanged for Registered Securities and
     vice versa;

          (4) if any of such Securities are to be issuable in global form, when
     any of such Securities are to be issuable in global form and (i) whether
     such Securities are to be


                                       20

<PAGE>

     issued in temporary or permanent global form or both, (ii) whether
     beneficial owners of interests in any such global Security may exchange
     such interests for Securities of the same series and of like tenor and of
     any authorized form and denomination, and the circumstances under which any
     such exchanges may occur, if other than in the manner specified in Section
     305, (iii) the name of the Depository with respect to any such global
     Security and (iv) if applicable and in addition to the Persons specified in
     Section 305, the Person or Persons who shall be entitled to make any
     endorsements on any such global Security and to give the instructions and
     take the other actions with respect to such global Security contemplated by
     the first paragraph of Section 203;

          (5) if any of such Securities are to be issuable as Bearer Securities,
     the date as of which any such Bearer Security shall be dated (if other than
     the date of original issuance of the first of such Securities to be
     issued);

          (6) if any of such Securities are to be issuable as Bearer Securities,
     whether interest in respect of any portion of a temporary Bearer Security
     in global form payable in respect of an Interest Payment Date therefor
     prior to the exchange, if any, of such temporary Bearer Security for
     definitive Securities shall be paid to any clearing organization with
     respect to the portion of such temporary Bearer Security held for its
     account and, in such event, the terms and conditions (including any
     certification requirements) upon which any such interest payment received
     by a clearing organization will be credited to the Persons entitled to
     interest payable on such Interest Payment Date;

          (7) the date or dates, or the method or methods, if any, by which such
     date or dates shall be determined, on which the principal and premium, if
     any, of such Securities is payable;

          (8) the rate or rates at which such Securities shall bear interest, if
     any, or the method or methods, if any, by which such rate or rates are to
     be determined, the date or dates, if any, from which such interest shall
     accrue or the method or methods, if any, by which such date or dates are to
     be determined, the Interest Payment Dates, if any, on which such interest
     shall be payable and the Regular Record Date, if any, for the interest
     payable on Registered Securities on any Interest Payment Date, the notice,
     if any, to Holders regarding the determination of interest on a floating
     rate Security and the manner of giving such notice, and the basis upon
     which interest shall be calculated if other than that of a 360-day year of
     twelve 30-day months;

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

          (10) whether any of such Securities are to be redeemable at the option
     of the Company and, if so, the date or dates on which, the period or
     periods within which, the


                                       21

<PAGE>

     price or prices at which and the other terms and conditions upon which such
     Securities may be redeemed, in whole or in part, at the option of the
     Company;

          (11) whether the Company is obligated to redeem or purchase any of
     such Securities pursuant to any sinking fund or analogous provision or at
     the option of any Holder thereof and, if so, the date or dates on which,
     the period or periods within which, the price or prices at which and the
     other terms and conditions upon which such Securities shall be redeemed or
     purchased, in whole or in part, pursuant to such obligation, and any
     provisions for the remarketing of such Securities so redeemed or purchased;

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

          (13) whether the Securities of the series will be convertible into
     and/or exchangeable for Common Stock or other securities, and if so, the
     terms and conditions upon which such Securities will be so convertible or
     exchangeable, and any deletions from or modifications or additions to this
     Indenture to permit or to facilitate the issuance of such convertible or
     exchangeable Securities or the administration thereof;

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

          (15) if other than Dollars, the Foreign Currency in which payment of
     the principal of, any premium or interest on or any Additional Amounts with
     respect to any of such Securities shall be payable;

          (16) if the principal of, any premium or interest on or any Additional
     Amounts with respect to any of such Securities are to be payable, at the
     election of the Company or a Holder thereof or otherwise, in Dollars or in
     a Foreign Currency other than that in which such Securities are stated to
     be payable, the date or dates on which, the period or periods within which,
     and the other 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 stated to be payable and the Currency
     in which such Securities or any of them are to be paid pursuant to such
     election, and any deletions from or modifications of or additions to the
     terms of this Indenture to provide for or to facilitate the issuance of
     Securities denominated or payable, at the election of the Company or a
     Holder thereof or otherwise, in a Foreign Currency;

          (17) whether the amount of payments of principal of, any premium or
     interest on or any Additional Amounts with respect to such Securities may
     be determined with reference to an index, formula or other method or
     methods (which index, formula or method or methods may be based, without
     limitation, on one or more Currencies,


                                       22

<PAGE>

     commodities, equity indices or other indices), and, if so, the terms and
     conditions upon which and the manner in which such amounts shall be
     determined and paid or payable;

          (18) any deletions from, modifications of or additions to the Events
     of Default or covenants of the Company with respect to any of such
     Securities (whether or not such Events of Default or covenants are
     consistent with the Events of Default or covenants set forth herein), and
     whether Section 1009 shall be applicable with respect to any such
     additional covenants;

          (19) if any one or more of Section 401 relating to satisfaction and
     discharge, Section 402(2) relating to defeasance or Section 402(3) relating
     to covenant defeasance shall not be applicable to the Securities of such
     series, or any covenants in addition to or other than those specified in
     Section 402(3) relating to the Securities of such series which shall be
     subject to covenant defeasance, and, if the Securities of such series are
     subject to repurchase or repayment at the option of the Holders thereof
     pursuant to Article Thirteen, whether the Company's obligation to
     repurchase or repay such Securities will be subject to satisfaction and
     discharge pursuant to Section 401 or to defeasance or covenant defeasance
     pursuant to Section 402, and, whether the Holders of such Securities have
     the right to convert or exchange such Securities into Common Stock or other
     securities, if the right to effect such conversion or exchange will be
     subject to satisfaction and discharge pursuant to Section 401 or to
     defeasance or covenant defeasance pursuant to Section 402, and any
     deletions from, or modifications or additions to, the provisions of Article
     Four (including any modification which would permit satisfaction and
     discharge, defeasance or covenant defeasance to be effected with respect to
     less than all of the outstanding Securities of such series) in respect of
     the Securities of such series;

          (20) whether any of such Securities are to be issuable upon the
     exercise of warrants, and the time, manner and place for such Securities to
     be authenticated and delivered;

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

          (22) whether and under what circumstances the Company will pay
     Additional Amounts on such Securities to any holder who is a United States
     Alien in respect of any tax, assessment or other government charge and, if
     so, whether the Company will have the option to redeem such Securities
     rather than pay such Additional Amounts;

          (23) if there is more than one Trustee, the identity of the Trustee
     and, if not the Trustee, the identity of each Security Registrar, Paying
     Agent or Authenticating Agent with respect to such Securities;

          (24) the Person to whom any interest on any Registered Security of
     such series shall be payable, if other than the Person in whose name the
     Registered Security (or one or more Predecessor Securities) is registered
     at the close of business on the Regular


                                       23

<PAGE>

     Record Date for such interest, the manner in which, or the Person to whom,
     any interest on any Bearer Security of such series shall be payable, if
     other 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 will be paid if
     other than in the manner provided in this Indenture;

          (25) if the Securities of such series are Subordinated Securities, the
     terms pursuant to which the Securities of such series will be made
     subordinate in right of payment to Senior Indebtedness, the definition of
     such Senior Indebtedness with respect to such series and any changes in
     Article Fifteen with respect to such series (in the absence of an express
     statement to the effect that the Securities of such series are Subordinate
     Securities, the Securities of such series shall not be subordinate to
     Senior Indebtedness and shall not constitute Subordinated Securities),
     whether any one or more of Sections 1005, 1007 and 1008 will apply to the
     series of Subordinated Securities and, if so, any deletions and any
     modifications or additions to such Sections; and, in the event that the
     Securities of such series are Subordinated Securities, the Board
     Resolution, Officers' Certificate or supplemental indenture, as the case
     may be, establishing the terms of such series shall expressly state which
     articles, sections or other provisions thereof constitute the
     "Subordination Provisions" with respect to the Securities of such series;
     and

          (26) any other terms of such Securities and any deletions from or
     modifications or additions to this Indenture in respect of such Securities.

     All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest, or
method of determining the rate of interest, if any, Maturity, and the date from
which interest, if any, shall accrue and except as may otherwise be provided by
the Company in or pursuant to the Board Resolution and set forth in the
Officers' Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. The terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon telephonic or written order of persons designated in the Officers'
Certificate or supplemental indenture, as the case may be, pertaining to such
series of Securities (telephonic instructions to be promptly confirmed in
writing by such person) and that such persons are authorized to determine,
consistent with such Officers' Certificate or supplemental indenture, such terms
and conditions of the Securities of such series as are specified in such
Officers' Certificate or supplemental indenture. All Securities of any one
series need not be issued at the same time and, if so provided by the Company as
contemplated by this Section 301, a series may be reopened for issuances of
additional Securities of such series or to establish additional terms of such
series of Securities.

     If any of the terms of the Securities of any series shall be established by
action taken by or pursuant to a Board Resolution, the Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of such series.


                                       24

<PAGE>

     Section 302. Currency; Denominations.

     Unless otherwise provided in or pursuant to this Indenture, the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. Unless otherwise provided in or pursuant
to this Indenture, Registered Securities denominated in Dollars shall be
issuable in registered form without Coupons in denominations of $1,000 and any
integral multiple thereof, and the Bearer Securities denominated in Dollars
shall be issuable in the denomination of $5,000. Securities not denominated in
Dollars shall be issuable in such denominations as are established with respect
to such Securities in or pursuant to this Indenture.

     Section 303. Execution, Authentication, Delivery and Dating.

     Securities shall be executed on behalf of the Company by its Chairman, its
Chief Executive Officer, its President or one of its Vice Presidents and by its
Treasurer, one of its Assistant Treasurers, its Secretary or one of its
Assistant Secretaries and may (but need not) have its corporate seal or a
facsimile thereof provided thereon. Coupons shall be executed on behalf of the
Company by the Chairman, the Chief Executive Officer, the President or any Vice
President of the Company. The signature of any of these officers on the
Securities or any Coupons appertaining thereto may be manual or facsimile.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 301 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee
shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of
Counsel to the following effect, which Opinion of Counsel may contain such
assumptions, qualifications and limitations as such counsel shall deem
appropriate:

          (a) the form or forms and terms of such Securities and Coupons, if
     any, have been established in conformity with Section 201 and Section 301
     of this Indenture;

          (b) all conditions precedent set forth in Sections 201, 301 and 303 of
     this Indenture to the authentication and delivery of such Securities and
     Coupons, if any, appertaining thereto have been complied with and that such
     Securities, and Coupons,


                                       25

<PAGE>

     when completed by appropriate insertions (if applicable), executed by duly
     authorized officers of the Company, delivered by duly authorized officers
     of the Company to the Trustee for authentication pursuant to this
     Indenture, and authenticated and delivered by the Trustee and issued by the
     Company in the manner and subject to any conditions specified in such
     Opinion of Counsel, will constitute valid and binding obligations of the
     Company, enforceable against the Company in accordance with their terms,
     except as enforcement thereof may be subject to or limited by bankruptcy,
     insolvency, reorganization, moratorium, arrangement, fraudulent conveyance,
     fraudulent transfer or other similar laws relating to or affecting
     creditors' rights generally, and subject to general principles of equity
     (regardless of whether enforcement is sought in a proceeding in equity or
     at law).

     If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel at the time of issuance
of each Security, but such opinion, with such modifications as counsel shall
deem appropriate, shall be delivered at or before the time of issuance of the
first Security of such series. After any such first delivery, any separate
request by the Company that the Trustee authenticate Securities of such series
for original issue will be deemed to be a certification by the Company that all
conditions precedent provided for in this Indenture relating to authentication
and delivery of such Securities continue to have been complied with.

     The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any 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 or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

     No Security or Coupon appertaining thereto shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication substantially in the
form provided for in Section 202 or Section 611 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized signatories. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 306 or Section 307 or as
may otherwise be provided in or pursuant to this Indenture, the Trustee shall
not authenticate and deliver any Bearer Security unless all Coupons appertaining
thereto then matured have been detached and cancelled.

     Section 304. Temporary Securities.

     Pending the preparation of definitive Securities, the Company may execute
and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially


                                       26

<PAGE>

of the tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized in or pursuant to this Indenture, in bearer
form with one or more Coupons or without Coupons and with such appropriate
insertions, omissions, substitutions and other variations as the officers of the
Company executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. Such temporary Securities may be in global
form.

     Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions set forth in this Indenture or
pursuant to Section 301, if temporary Securities are issued, the Company shall
cause definitive Securities to be prepared without unreasonable delay. Except as
otherwise provided in or pursuant to this Indenture, after the preparation of
definitive Securities of the same series and containing terms and provisions
that are identical to those of any temporary Securities, such temporary
Securities shall be exchangeable for such definitive Securities upon surrender
of such temporary Securities at an Office or Agency for such Securities, without
charge to any Holder thereof. Except as otherwise provided in or pursuant to
this Indenture, upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured 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 authorized
denominations of the same series and containing identical terms and provisions;
provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, 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 or pursuant to this Indenture.
Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary global Security, until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

     Section 305. Registration, Transfer and Exchange.

     With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the initial Security Registrar for each series of Securities
shall be as specified in the last paragraph of Section 1002. The Company shall
have the right to remove and replace from time to time the Security Registrar
for any series of Securities; provided that no such removal or replacement shall
be effective until a successor Security Registrar with respect to such series of
Securities shall have been appointed by the Company and shall have accepted such
appointment. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

     Except as otherwise provided in or pursuant to this Indenture, upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such


                                       27

<PAGE>

series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series denominated as authorized in or
pursuant to this Indenture, of a like aggregate principal amount bearing a
number not contemporaneously outstanding and containing identical terms and
provisions.

     Except as otherwise provided in or pursuant to this Indenture, at the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or Agency
for such series. 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 exchange is
entitled to receive.

     If provided in or pursuant to this Indenture, with respect to Securities of
any series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, 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, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee 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 Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such Office or
Agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such Coupon
is so surrendered with such Bearer Security, such Coupon shall be returned to
the Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, shall 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 shall be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

     If provided in or pursuant to this Indenture with respect to Securities of
any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer


                                       28

<PAGE>

Securities upon such terms and conditions as may be provided in or pursuant to
this Indenture with respect to such series.

     Whenever any Securities are surrendered for exchange as contemplated by the
immediately preceding two paragraphs, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

     Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, the global Securities of any series shall be exchangeable for
definitive certificated Securities of such series only if (i) the Depository for
such global Securities notifies the Company that it is unwilling or unable to
continue as a Depository for such global Securities or at any time the
Depository for such global Securities ceases to be a clearing agency registered
as such under the Exchange Act, if so required by applicable law or regulation,
and no successor Depository for such Securities shall have been appointed within
90 days of such notification or of the Company becoming aware of the
Depository's ceasing to be so registered, as the case may be, (ii) the Company,
in its sole discretion, determines that the Securities of such series shall no
longer be represented by one or more global Securities and executes and delivers
to the Trustee a Company Order to the effect that such global Securities shall
be so exchangeable, or (iii) an Event of Default has occurred and is continuing
with respect to such Securities.

     If the beneficial owners of interests in a global Security are entitled to
exchange such interests for definitive Securities as the result of an event
described in clause (i), (ii) or (iii) of the preceding paragraph, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities in such form and denominations as are required by or
pursuant to this Indenture, and of the same series, containing identical terms
and in aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the Depository (or its custodian) as shall be specified in the
Company Order with respect thereto (which the Company agrees to deliver), and in
accordance with instructions given to the Trustee and the Depository (which
instructions shall be in writing but need not be contained in or accompanied by
an Officers' Certificate or be accompanied by an Opinion of Counsel), 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 in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such global Security to be exchanged, which (unless such
Securities are not issuable both as Bearer Securities and as Registered
Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, and
which shall be in such denominations and, in the case of Registered Securities,
registered in such names, as shall be specified by the Depository, but subject
to the satisfaction of any certification or other requirements to the issuance
of Bearer Securities; provided, however, that no such exchanges may occur during
a period beginning at the opening of business 15 days before any


                                       29

<PAGE>

selection of Securities of the same series to be redeemed and ending on the
relevant Redemption Date; and provided, further, that (unless otherwise provided
in or pursuant to this Indenture) no Bearer Security delivered in exchange for a
portion of a global Security shall be mailed or otherwise delivered to any
location in the United States. Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such Depository (or its
custodian) or such other Depository (or its custodian) referred to above in
accordance with the instructions of the Company referred to above, and the
Trustee shall endorse such global Security to reflect the decrease in the
principal amount thereof resulting from such exchange. If a Registered Security
is issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs on
or after (i) any Regular Record Date for such Security and before the opening of
business at such Office or Agency on the next Interest Payment Date, or (ii) any
Special Record Date for such Security and before the opening of business at such
Office or Agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall 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 shall 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 global Security shall
be payable in accordance with the provisions of this Indenture.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, or any redemption or repayment of Securities, or any
conversion or exchange of Securities for other types 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, 905 or 1107, upon repayment or repurchase in part of any Registered
Security pursuant to Article Thirteen, or upon surrender in part of any
Registered Security for conversion or exchange into Common Stock or other
securities pursuant to its terms, in each case not involving any transfer.

     Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of the selection for redemption of Securities of like tenor and terms
and of the same series under Section 1103 and ending at the close of business on
the day of such selection, (ii) to register the transfer of or exchange any
Registered Security, or portion thereof, so selected for redemption, except in
the case of any Registered Security to be redeemed in part, the portion thereof
not to be redeemed, (iii) to exchange any Bearer Security so selected for
redemption except, to the extent provided with respect to such


                                       30

<PAGE>

Bearer Security, that such Bearer Security may be exchanged for a Registered
Security of like tenor and terms and of the same series, provided that such
Registered Security shall be simultaneously surrendered for redemption with
written instruction for payment consistent with the provisions of this Indenture
or (iv) to issue, register the transfer of or exchange any Security which, in
accordance with its terms, has been surrendered for repayment at the option of
the Holder pursuant to Article Thirteen and not withdrawn, except the portion,
if any, of such Security not to be so repaid.

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

     If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 306, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

     If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of 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 the Company's request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, 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 containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons corresponding to the
Coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen Coupon appertains.

     Notwithstanding the foregoing provisions of this Section 306, in case any
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, pay such Security or Coupon; provided, however, that payment of
principal of, any premium or interest on or any Additional Amounts with respect
to any Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an Office or Agency for such Securities located outside the
United States of America and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

     Upon the issuance of any new Security under this Section 306, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security, with any Coupons appertaining thereto issued pursuant
to this Section 306 in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to


                                       31

<PAGE>

which a destroyed, lost or stolen Coupon appertains shall constitute a separate
obligation of the Company, whether or not the destroyed, lost or stolen Security
and Coupons appertaining thereto or the destroyed, lost or stolen Coupon shall
be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities
of such series and any Coupons, if any, duly issued hereunder.

     The provisions of this Section 306, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall (to the
extent lawful) be 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 and Certain Additional Amounts; Rights to
                  Interest and Certain Additional Amounts Preserved.

     Unless otherwise provided in or pursuant to this Indenture, any interest on
and any Additional Amounts with respect to any Registered Security which shall
be payable, and are punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name such Security (or one or
more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest. Unless otherwise provided in or pursuant
to this Indenture, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business at an Office or Agency for such
Security on any Regular Record Date therefor and before the opening of business
at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for such Bearer
Security, but shall be payable only to the Holder of such Coupon when due in
accordance with the provisions of this Indenture.

     Unless otherwise provided in or pursuant to this Indenture, any interest on
and any Additional Amounts with respect to any Registered Security which shall
be payable, but shall not be punctually paid or duly provided for, on any
Interest Payment Date for such Registered Security (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the Person in whose name such Registered Security (or a Predecessor
     Security thereof) shall be 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 such
     Registered Security and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit on or prior to the date of the proposed payment, such money when so
     deposited to be held in trust for the benefit of the Person entitled to
     such Defaulted Interest as in this clause (1) provided. Thereupon,


                                       32

<PAGE>

     the Trustee shall fix a Special Record Date for the payment of such
     Defaulted Interest which shall be not more than 15 days and not less than
     10 days prior to the date of the proposed payment and not less than 10 days
     after the receipt by the Trustee of the notice of the proposed payment. The
     Trustee shall promptly notify the Company of such Special Record Date and,
     in the name and at the expense of the Company shall cause notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to the Holder of such
     Registered Security (or a Predecessor Security thereof) at his address as
     it appears in the Security Register not less than 10 days prior to such
     Special Record Date. The Trustee may, in its discretion, in the name and at
     the expense of the Company cause a similar notice to be published at least
     once in an Authorized Newspaper of general circulation in the Borough of
     Manhattan, The City of New York, but such publication shall not be a
     condition precedent to the establishment of such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been mailed as aforesaid, such Defaulted
     Interest shall be paid to the Person in whose name such Registered Security
     (or a Predecessor Security thereof) shall be registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2). In case a Bearer Security is
     surrendered at the Office or Agency for such Security in exchange for a
     Registered Security 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 Defaulted Interest and Defaulted Interest shall not be payable on such
     proposed date of payment in respect of the Registered Security issued in
     exchange for such Bearer Security, but shall 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 in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which such Security 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 payment shall be deemed practicable by the Trustee.

     Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series, at the option of the Company, interest on
Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States of America.

     Subject to the foregoing provisions of this Section 307 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.


                                       33

<PAGE>

     Section 308. Persons Deemed Owners.

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, any premium and (subject to Section 305 and
Section 307) interest on and any Additional Amounts with respect to such
Registered Security and for all other purposes whatsoever, whether or not any
payment with respect to such Registered Security shall be overdue, and neither
the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security or 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 any payment with respect to such Security or Coupon shall be overdue, and
neither the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

     No holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
Security for all purposes whatsoever. 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 global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

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

     Section 309. Cancellation.

     All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion 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, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 309, except as expressly
permitted by or pursuant to this Indenture. All cancelled Securities and Coupons
held


                                       34

<PAGE>

by the Trustee shall be destroyed by the Trustee, unless by a Company Order the
Company directs their return to it.

     Section 310. Computation of Interest.

     Except as otherwise provided in or pursuant to this Indenture or in the
Securities of any series, interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 401. Satisfaction and Discharge.

     Unless pursuant to Section 301 this Section 401 is declared not applicable
with respect to the Securities of any series, upon the direction of the Company
by a Company Order, this Indenture shall cease to be of further effect with
respect to any series of Securities specified in such Company Order and any
Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

          (1) either

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


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

                    (i) have become due and payable,

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


                                       35

<PAGE>

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

          and the Company, in the case of (i), (ii) or (iii) above, has
          deposited or caused to be deposited with the Trustee as trust funds in
          trust for such purpose, money in the Currency in which such Securities
          are payable or Government Obligations (determined on the basis of the
          Currency in which such Securities and Coupons appertaining thereto are
          then specified as payable at Stated Maturity) in an amount sufficient
          to pay and discharge the entire indebtedness on such Securities and
          any Coupons appertaining thereto not theretofore delivered to the
          Trustee for cancellation, including the principal of, any premium and
          interest on, and, to the extent that the Securities of such series
          provide for the payment of Additional Amounts thereon and the amount
          of any such Additional Amounts which are or will be payable with
          respect to the Securities of such series is at the time of deposit
          reasonably determinable by the Company (in the exercise by the Company
          of its sole and absolute discretion), any Additional Amounts with
          respect to, such Securities and any Coupons appertaining thereto, to
          the date of such deposit (in the case of Securities which have become
          due and payable) or to the Maturity thereof, as the case may be;

          (2)  the Company has paid or caused to be paid all other sums payable
     hereunder by the Company with respect to the Outstanding Securities of such
     series and any Coupons appertaining thereto; 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.

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

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 606 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section 401, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 305, 306, 403, 404, 1002 and 1003 and with respect to
the payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 1004 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 401(1)(b)), any rights of Holders
of the Securities of such series (unless otherwise provided pursuant to Section
301 with respect to the Securities of such series) to require the Company to
repurchase or repay, and the obligations of the Company to repurchase or repay,
such Securities at the option of the Holders


                                       36

<PAGE>

pursuant to Article Thirteen hereof, and any rights of Holders of the Securities
of such series (unless otherwise provided pursuant to Section 301 with respect
to the Securities of such series) to convert or exchange, and the obligation of
the Company to convert or exchange, such Securities into Common Stock or other
securities, shall survive; provided, however, that following the satisfaction
and discharge of this Indenture with respect to any series of Securities whose
Holders have the right to require the Company to repurchase or repay such
Securities or to convert or exchange such Securities into Common Stock or other
securities, the right of the Holder to require repurchase, repayment, conversion
or exchange, as the case may be, of any such Security and the Company's
obligation to repurchase, repay, convert or exchange, as the case may be, any
such Security shall (unless otherwise provided pursuant to Section 301 with
respect to the Securities of such series) terminate immediately following the
close of business on the final Stated Maturity of such Security or immediately
following the close of business on any earlier Redemption Date of such Security
(so long as the Company does not default in the payment of the Redemption Price
plus accrued and unpaid interest, if any, due on such Redemption Date), as the
case may be.

     Section 402. Defeasance and Covenant Defeasance.

     (1)  Unless pursuant to Section 301, either or both of (i) defeasance of
the Securities of or within a series under clause (2) of this Section 402 or
(ii) covenant defeasance of the Securities of or within a series under clause
(3) of this Section 402 shall not be applicable with respect to the Securities
of such series, then such provisions, together with the other provisions of this
Section 402 (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities and any Coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to the Securities of or
within such series and any Coupons appertaining thereto, elect to have Section
402(2) or Section 402(3) be applied to such Outstanding Securities and any
Coupons appertaining thereto upon compliance with the conditions set forth below
in this Section 402. Unless otherwise specified pursuant to Section 301 with
respect to the Securities of any series, defeasance under clause (2) of this
Section 402 and covenant defeasance under clause (3) of this Section 402 may be
effected only with respect to all, and not less than all, of the Outstanding
Securities of any series. To the extent that the terms of any Security or Coupon
appertaining thereto established in or pursuant to this Indenture permit the
Company or any Holder thereof to extend the date on which any payment of
principal of, or premium, if any, or interest, if any, on, or Additional
Amounts, if any, with respect to such Security or Coupon is due and payable,
then unless otherwise provided pursuant to Section 301, the right to extend such
date shall terminate upon defeasance or covenant defeasance, as the case may be.

     (2)  Upon the Company's exercise of the above option applicable to this
Section 402(2) 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 clause (4) of this Section 402 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
clause (5) of this Section 402 and the other Sections of this Indenture referred
to in clauses (i) through (iv) of this paragraph, and to have satisfied all


                                       37

<PAGE>

of its other obligations under such Securities and any Coupons appertaining
thereto and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any
Coupons appertaining thereto to receive, solely (except as provided in clause
(ii) below) from the trust fund described in clause (4)(a) of this Section 402
and as more fully set forth in this Section 402 and Section 403, payments in
respect of the principal of (and premium, if any) and interest, if any, on, and
Additional Amounts, if any, with respect to, such Securities and any Coupons
appertaining thereto when such payments are due, (ii) the obligations of the
Company and the Trustee with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional Amounts, if any,
with respect to such Securities as contemplated by Section 1004 (but only to the
extent that the Additional Amounts payable with respect to such Securities
exceed the amount deposited in respect of such Additional Amounts pursuant to
clause (4)(a) of this Section 402), with respect to any rights of Holders of
such Securities (unless otherwise provided pursuant to Section 301 with respect
to the Securities of such series) to require the Company to repurchase or repay,
and the obligations of the Company to repurchase or repay, such Securities at
the option of the Holders pursuant to Article Thirteen hereof, and with respect
to any rights of Holders of such Securities (unless otherwise provided pursuant
to Section 301 with respect to the Securities of such series) to convert or
exchange, and the obligations of the Company to convert or exchange, such
Securities into Common Stock or other securities, (iii) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (iv) this Section 402
and Sections 403 and 404; provided, however, that following defeasance with
respect to any series of Securities whose Holders have the right to require the
Company to repurchase or repay such Securities or to convert or exchange such
Securities into Common Stock or other securities, the right of the Holder to
require repurchase, repayment, conversion or exchange, as the case may be, of
any such Security and the Company's obligation to repurchase, repay, convert or
exchange, as the case may be, any such Security shall (unless otherwise provided
pursuant to Section 301 with respect to the Securities of such series) terminate
immediately following the close of business on the final Stated Maturity of such
Security or immediately following the close of business on any earlier
Redemption Date of such Security (so long as the Company does not default in the
payment of the Redemption Price plus accrued and unpaid interest, if any, due on
such Redemption Date), as the case may be.

     (3)  Upon the Company's exercise of the above option applicable to this
Section 402(3) with respect to any Securities of or within a series, the Company
shall be released from its obligations under Sections 1005, 1006, 1007 and 1008
and, to the extent specified pursuant to Section 301, any other covenant
applicable to such Securities with respect to such Securities and any Coupons
appertaining thereto and the provisions set forth in Section 501(5) shall cease
to be applicable to such Securities on and after the date the conditions set
forth in clause (4) of this Section 402 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any Coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such covenant or with respect to any Event of
Default set forth in Section 501(5), but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that (i) with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company may omit to comply with, and


                                       38

<PAGE>

shall have no liability in respect of, any term, condition or limitation set
forth in any such Section or any such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under
Section 501(4) or 501(8) or otherwise, as the case may be, and (ii) the
occurrence of any event or condition specified in Section 501(5) shall not
constitute an Event of Default with respect to such Outstanding Securities, but,
except as specified above, the remainder of this Indenture and such Securities
and Coupons appertaining thereto shall be unaffected thereby.

     (4)  The following shall be the conditions to application of clause (2) or
(3) of this Section 402 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
     Section 402 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 Dollars or in such Foreign
     Currency in which such Securities and any Coupons appertaining thereto are
     then specified as payable at Stated Maturity or, if such defeasance or
     covenant defeasance is to be effected in compliance with subsection (f)
     below, on the relevant Redemption Date, as the case may be, (2) Government
     Obligations applicable to such Securities and Coupons appertaining thereto
     (determined on the basis of the Currency in which such Securities and
     Coupons appertaining thereto are then specified as payable at Stated
     Maturity or, if such defeasance or covenant defeasance is to be effected in
     compliance with subsection (f) below, on the relevant Redemption Date, as
     the case may be) 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 any case, sufficient, without consideration of any reinvestment
     of such principal and interest, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or other qualifying trustee) to pay and discharge,
     (y) the principal of (and premium, if any) and interest, if any, on, and,
     to the extent that such Securities provide for the payment of Additional
     Amounts thereon and the amount of any such Additional Amounts which are or
     will be payable with respect to the Securities of such series is at the
     time of deposit reasonably determinable by the Company (in the exercise by
     the Company of its sole and absolute discretion), any Additional Amounts
     with respect to, such Outstanding Securities and any Coupons appertaining
     thereto on the Stated Maturity of such principal or installment of
     principal or interest or the applicable Redemption Date, as the case may
     be, and (z) 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.

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<PAGE>

          (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 or any
     Subsidiary is a party or by which it is bound.

          (c)  No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to such Securities
     and any Coupons appertaining thereto shall have occurred and be continuing
     on the date of such deposit, and, solely in the case of defeasance under
     Section 402(2), no Event of Default with respect to such Securities and any
     Coupons appertaining thereto under clause (6) or (7) of Section 501 or
     event which with notice or lapse of time or both would become an Event of
     Default with respect to such Securities and any Coupons appertaining
     thereto under clause (6) or (7) of Section 501 shall have occurred and be
     continuing at any time during the period ending on and including the 91st
     day after the date of such deposit (it being understood that this condition
     to defeasance under Section 402(2) shall not be deemed satisfied until the
     expiration of such period).

          (d)  In the case of defeasance pursuant to Section 402(2), the Company
     shall have delivered to the Trustee an opinion of independent counsel
     stating that (x) the Company has received from, or there has been published
     by, the Internal Revenue Service a ruling, or (y) since the date of this
     Indenture there has been a change in applicable federal income tax law, in
     either case to the effect that, and based thereon such opinion of
     independent counsel shall confirm that, the Holders of such Outstanding
     Securities and any Coupons appertaining thereto will not recognize income,
     gain or loss for federal income tax purposes as a result of such defeasance
     and will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred; or, in the case of covenant defeasance pursuant to
     Section 402(3), the Company shall have delivered to the Trustee an opinion
     of independent counsel to the effect that the Holders of such Outstanding
     Securities and any Coupons appertaining thereto will not recognize income,
     gain or loss for federal income tax purposes as a result of such covenant
     defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such covenant defeasance had not occurred.

          (e)  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 or covenant defeasance, as the case may be,
     under this Indenture have been complied with.

          (f)  If the monies or Government Obligations or combination thereof,
     as the case may be, deposited under clause (a) above are sufficient to pay
     the principal of, and premium, if any, and interest, if any, on and, to the
     extent provided in such clause (a), Additional Amounts with respect to,
     such Securities provided such Securities are redeemed on a particular
     Redemption Date, the Company shall have given the Trustee irrevocable
     instructions to redeem such Securities on such date and to provide notice
     of such redemption to Holders as provided in or pursuant to this Indenture.

          (g)  Notwithstanding any other provisions of this Section 402(4), such
     defeasance or covenant defeasance shall be effected in compliance with any
     additional or

                                       40

<PAGE>

     substitute terms, conditions or limitations which may be imposed on the
     Company in connection therewith pursuant to Section 301.

     (5)  Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee--collectively for purposes of this Section 402(5) and
Section 403, the "Trustee") pursuant to clause (4)(a) of Section 402 in respect
of any Outstanding Securities of any series and any Coupons appertaining thereto
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and any Coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent (other
than the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Securities and any Coupons appertaining thereto of all
sums due and to become due thereon in respect of principal (and premium, if any)
and interest and Additional Amounts, if any, but such money need not be
segregated from other funds except to the extent required by law.

     Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 402(4)(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 402(4)(a) has been made in respect of such Security, or (b)
a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 402(4)(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, and
Additional Amounts, if any, with respect to, 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 (x) in the
case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Currency in effect on the second Business Day prior to
each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any Coupons
appertaining thereto.

     Anything in this Section 402 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 clause (4)(a) of this Section 402 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 Section 402.


                                       41

<PAGE>

     Section 403. Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations deposited with the Trustee pursuant to Section 401 or
Section 402 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, premium, interest and Additional Amounts for whose payment
such money has or Government Obligations have been deposited with or received by
the Trustee; but such money and Government Obligations need not be segregated
from other funds except to the extent required by law.

     Section 404. Reinstatement.

     If the Trustee (or other qualifying trustee appointed pursuant to Section
402(4)(a)) or any Paying Agent is unable to apply any moneys or Government
Obligations deposited pursuant to Section 401 or Section 402(4)(a) to pay any
principal of or premium, if any, or interest, if any, on or Additional Amounts,
if any, with respect to the Securities of any series by reason of any legal
proceeding or 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 the Securities of such series
shall be revived and reinstated as though no such deposit had occurred, until
such time as the Trustee (or other qualifying trustee) or Paying Agent is
permitted to apply all such moneys and Government Obligations to pay the
principal of and premium, if any, and interest, if any, on and Additional
Amounts, if any, in respect of the Securities of such series as contemplated by
Section 401 or Section 402 as the case may be, and Section 403; provided,
however, that if the Company makes any payment of the principal of or premium,
if any, or interest if any, on or Additional Amounts, if any, in respect of the
Securities of such series following the reinstatement of its obligations as
aforesaid, the Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the funds held by the Trustee (or other
qualifying trustee) or Paying Agent.

     Section 405. Effect on Subordination Provisions.

     Unless otherwise expressly provided pursuant to Section 301 with respect to
the Subordinated Securities of any series, the provisions of Article Fifteen
hereof, insofar as they pertain to the Subordinated Securities of such series,
and the Subordination Provisions established pursuant to Section 301(25) with
respect to such series are hereby expressly made subject to the provisions for
satisfaction and discharge set forth in Section 401 hereof and the provisions
for defeasance and covenant defeasance set forth in Section 402 hereof and,
anything herein to the contrary notwithstanding, upon the effectiveness of such
satisfaction and discharge pursuant to Section 401 with respect to the
Securities of such series or any such defeasance or covenant defeasance pursuant
to Section 402 with respect to the Securities of or within such series, all of
the Securities of such series (in the case of satisfaction and discharge
pursuant to Section 401) or the Securities of such series as to which defeasance
or covenant defeasance, as the case may be, shall have become effective shall
thereupon cease to be so subordinated and shall no longer be subject to the
provisions of Article Fifteen or the Subordination Provisions established
pursuant to Section 301(25) with respect to such Securities and, without
limitation to


                                       42

<PAGE>

the foregoing, all moneys, Government Obligations and other securities or
property deposited with the Trustee (or other qualifying trustee) in trust in
connection with such satisfaction and discharge, defeasance or covenant
defeasance, as the case may be, and all proceeds therefrom may be applied to pay
the principal of, premium, if any, and interest, if any, on, and Additional
Amounts, if any, with respect to such Securities as and when the same shall
become due and payable notwithstanding the provisions of Article Fifteen or such
Subordination Provisions.

                                  ARTICLE FIVE

                                    REMEDIES

     Section 501. Events of Default.

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) unless
such event is specifically deleted or modified in or pursuant to the
supplemental indenture or Officers' Certificate establishing the terms of such
series pursuant to this Indenture:

          (1)  default in the payment of any interest on, or any Additional
     Amounts payable in respect of any interest on, any of the Securities of
     such series or any Coupon appertaining thereto when such interest or such
     Additional Amounts, as the case may be, become due and payable (whether or
     not, in the case of any Subordinated Securities of such series, such
     payment is prohibited by the Subordination Provisions applicable thereto),
     and continuance of such default for a period of 30 days;

          (2)  default in the payment of any principal of or premium, if any,
     on, or any Additional Amounts payable in respect of any principal of or
     premium, if any, on, any of the Securities of such series when due (whether
     at Maturity or otherwise and whether payable in cash or in shares of Common
     Stock or other securities), whether or not, in the case of any Subordinated
     Security of such series, such payment is prohibited by the Subordinated
     Provisions applicable thereto;

          (3)  default in the deposit of any sinking fund payment or payment
     under any analogous provision when due with respect to any of the
     Securities of such series (whether or not, in the case of any Subordinated
     Securities of such series, such payment is prohibited by the Subordinated
     Provisions applicable thereto);

          (4)  default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture or any Security of such series
     (other than a covenant or warranty for which the consequences of breach or
     nonperformance are addressed elsewhere in this Section 501 or a covenant or
     warranty which has expressly been included in this Indenture, whether or
     not by means of a supplemental indenture, solely for the benefit of
     Securities of a series other than such series), and continuance of such

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<PAGE>

     default or breach (without such default or breach having been cured or
     waived in accordance with the provisions of this Indenture) for a period of
     60 days after the Company has received written notice, by registered or
     certified mail, delivered by the Trustee or after the Company and the
     Trustee have received written notice, by registered or certified mail,
     delivered by the Holders of at least 25% in principal amount of the
     Outstanding Securities of such series, specifying such default or breach
     and requiring it to be remedied and stating that such notice is a "Notice
     of Default" hereunder;

          (5)  the Company fails to make any payment when due, including any
     applicable grace period, in respect of indebtedness for borrowed money of
     the Company, which payment is in an amount in excess of $50,000,000, or the
     Company defaults with respect to any indebtedness for borrowed money of the
     Company, which default results in acceleration of any such indebtedness
     which is in an amount in excess of $50,000,000;

          (6)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Company bankrupt or insolvent, or approving as properly filed a petition
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company under any applicable Federal or State law, or
     appointing a custodian, receiver, conservator, liquidator, assignee,
     trustee, sequestrator or other similar official of the Company or of
     substantially all of the property of the Company, or ordering the winding
     up or liquidation of the affairs of the Company, and the continuance of any
     such decree or order for relief unstayed and in effect for a period of 60
     consecutive days;

          (7)  the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by the Company to
     the entry of a decree or order for relief in respect of the Company in an
     involuntary case or proceeding under any applicable Federal or State
     bankruptcy, insolvency, reorganization or other similar law or to the
     commencement of any bankruptcy or insolvency case or proceeding against the
     Company, or the filing by the Company of a petition or answer or consent
     seeking reorganization or relief under any applicable Federal or State law,
     or the consent by the Company to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, conservator,
     liquidator, assignee, trustee, sequestrator or similar official of the
     Company or of substantially all of the property of the Company, or the
     making by the Company of an assignment for the benefit of creditors, or the
     taking of corporate action by the Company in furtherance of any such
     action; or

          (8)  any other Event of Default provided in or pursuant to this
     Indenture with respect to Securities of such series.


                                       44

<PAGE>

     Section 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in clause
(6) or (7) of Section 501) with respect to Securities of any series occurs and
is continuing, then either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of such series may
declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, and accrued and
unpaid interest, if any, thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or such lesser amount, as the case may be,
and such accrued and unpaid interest shall become immediately due and payable.
If an Event of Default specified in clause (6) or (7) of Section 501 with
respect to the Securities of any series occurs, then the principal of all of the
Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, and accrued and unpaid interest, if any, thereon
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 of the
Securities of such series.

     At any time after Securities of any series have been accelerated (whether
by declaration of the Trustee or the Holders or automatically) and before a
judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article Five provided, the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of such
series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default with respect to
that series have been cured or waived as provided in Section 513 except
nonpayment of principal (or such lesser amount) or interest that has become due
solely because of the acceleration.

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

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

     The Company covenants that if

          (1)  default is made in the payment of interest on, or any Additional
     Amounts payable in respect of any interest on, any Security or any Coupon
     appertaining thereto when such interest or Additional Amounts, as the case
     may be, shall have become due and payable and such default continues for a
     period of 30 days;

          (2)  default is made in the payment of any principal of or premium, if
     any, on, or any Additional Amounts payable in respect of any principal of
     or premium, if any, on, any Security at its Maturity; or

          (3)  default is made in the deposit of any sinking fund payment when
     due,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent permitted by applicable law,


                                       45

<PAGE>

upon any overdue installments of interest and Additional Amounts at the rate or
respective rates, as the case may be, provided for or with respect to such
Securities or, if no such rate or rates are so provided, at the rate or
respective rates, as the case may be, of interest borne by such Securities, and,
in addition thereto, such further amount of money 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 and all other amounts due to the Trustee under Section 606.

     If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies 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 and any Coupons appertaining thereto, wherever
situated.

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

     Section 504. Trustee May File Proofs of Claim.

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

          (1)  to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities of such series, of the
     principal and any premium, interest and Additional Amounts owing and unpaid
     in respect of the Securities and any Coupons appertaining thereto 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 or counsel) and of the Holders of Securities or any
     Coupons allowed in such judicial proceeding; and

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


                                       46

<PAGE>

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, 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.

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

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

     All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a
Security or Coupon 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 Five with
respect to the Securities of any series 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 any premium, interest or Additional
Amounts, upon presentation of such Securities or the Coupons, if any,
appertaining thereto, 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;

          SECOND: If such Securities of such series are Subordinated Securities,
     to the payment of amounts then due and unpaid to the holders of Senior
     Indebtedness with respect to such series, to the extent required pursuant
     to the Subordination Provisions established with respect to the Securities
     of such series pursuant to Section 301(25);

          THIRD: To the payment of the amounts then due and unpaid upon the
     Securities and any Coupons for principal and any premium, interest and
     Additional Amounts 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 any premium, interest and Additional Amounts;


                                       47

<PAGE>

          FOURTH: The balance, if any, to the Company.

     Section 507. Limitations on Suits.

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

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

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

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

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

          (5)  no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in principal amount of the Outstanding Securities of such 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 or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other 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 and any
                  Premium, Interest and Additional Amounts.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium, if any, and (subject to
Section 305 and Section 307) interest, if any, on and any Additional Amounts
with respect to such Security or such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case of
repayment pursuant to Article Thirteen hereof at the option of such Holder if
provided in or pursuant to this Indenture, on the date such repayment is due)
and, in the case of any Security which is convertible into or exchangeable for
other securities, to convert or exchange, as the case may be, such Security in
accordance with its terms, and to institute suit for the enforcement of any such
payment and any such right to convert or exchange, and such right shall not be
impaired without the consent of such Holder.


                                       48

<PAGE>

     Section 509. Restoration of Rights and Remedies.

     If the Trustee or any Holder of a Security or a 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 each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.

     Section 510. Rights and Remedies Cumulative.

     To the extent permitted by applicable law and except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or Coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to each and every
Holder of a Security or a Coupon is intended to be exclusive of any other right
or remedy, and every right and remedy, to the extent permitted by law, shall 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, to the
extent permitted by law, 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,
to the extent permitted by applicable law, 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 Five or by law to the Trustee or to
any Holder of a Security or a Coupon may, to the extent permitted by applicable
law, be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by such Holder, as the case may be.

     Section 512. Control by Holders of Securities.

     The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series and any Coupons appertaining thereto, provided that

          (1)  such direction shall not be in conflict with any rule of law or
     with this Indenture or with the Securities of any series;

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

          (3)  such direction is not unduly prejudicial to the rights of the
     other Holders of Securities of such series not joining in such action.


                                       49

<PAGE>

     Section 513. Waiver of Past Defaults.

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

          (1)  a default in the payment of the principal of, any premium or
     interest on, or any Additional Amounts with respect to, any Security of
     such series or any Coupons appertaining thereto;

          (2)  in the case of any Securities which are convertible into or
     exchangeable for Common Stock or other securities, a default in any such
     conversion or exchange; or

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

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

     Section 514. Waiver of Usury, Stay or Extension Laws.

     The Company covenants that (to the extent that it may lawfully do so) 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 law or
any other law wherever enacted, now or at any time hereafter in force, which
would prohibit or forgive the Company from paying all or any portion of the
principal of or premium, if any, or interest, if any on or Additional Amounts,
if any, with respect to any Securities as contemplated herein and therein or
which may affect the covenants or the performance of this Indenture or the
Securities; and the Company (to the extent that it may lawfully do so) expressly
waives all benefit or advantage of any such law and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the Trustee
or the Holders, but will suffer and permit the execution of every such power as
though no such law had been enacted.

     Section 515. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
disbursements, against any party litigant in such suit having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 515 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of Outstanding Securities of any
series, or to any suit


                                       50

<PAGE>

instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest, if any, on or Additional Amounts, if any, with
respect to any Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date, and, in the case of repayment at the option of the Holder pursuant to
Article Thirteen hereof, on or after the date for repayment) or for the
enforcement of the right, if any, to convert or exchange any Security into
Common Stock or other securities in accordance with its terms.

                                  ARTICLE SIX

                                   THE TRUSTEE

     Section 601. Certain Rights of Trustee.

     Subject to Section 315(a) through Section 315(d) of the Trust Indenture
Act:

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

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

          (3)  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 shall be herein specifically prescribed) may, in the absence
     of bad faith on its part, rely upon an Officers' Certificate;

          (4)  the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon;

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


                                       51

<PAGE>

          (6)  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, 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,
     during business hours and upon reasonable notice, the books, records and
     premises of the Company, personally or by agent or attorney; and

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

     Section 602. Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 703(3), notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or Additional
Amounts or any sinking fund installment with respect to, any Security 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 determine
that the withholding of such notice is in the best interest of the Holders of
Securities and Coupons of such series; and provided, further, that in the case
of any default of the character specified in Section 501(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section 602,
the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

     Section 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 the 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 the Securities or the proceeds thereof.


                                       52

<PAGE>

     Section 604. May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Section 310(b) and Section 311
of the Trust Indenture Act, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

     Section 605. Money Held in Trust.

     Except as provided in Section 403 and Section 1003, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

     Section 606. Compensation and Reimbursement.

     The Company agrees:

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

          (2)  except as otherwise expressly provided herein, to reimburse the
     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 may be attributable to the Trustee's negligence
     or bad faith; and

          (3)  to indemnify the Trustee and its agents for, and to hold them
     harmless against, any loss, liability or reasonable expense incurred
     without negligence or bad faith on their 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
     themselves against any claim or liability in connection with the exercise
     or performance of any of their powers or duties hereunder, except to the
     extent that any such loss, liability or expense was due to the Trustee's
     negligence or bad faith.

     As security for the performance of the obligations of the Company under
this Section 606, the Trustee shall have a lien prior to the Securities of any
series 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 or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

     Any compensation or expense incurred by the Trustee after a default
specified by Section 501(6) or Section 501(7) is intended to constitute an
expense of administration under any then applicable bankruptcy or insolvency
law. "Trustee" for purposes of this Section 606 shall


                                       53

<PAGE>

include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section 606.

     Section 607. Corporate Trustee Required; Eligibility.

     (1)  There shall at all times be a Trustee hereunder that is a Corporation,
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000 subject to supervision or examination by Federal or state authority.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 607, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article Six.

     (2)  The following indenture shall be considered specifically described
herein for purposes of clause (i) of the proviso contained in Section 310(b)(1)
of the Trust Indenture Act: Indenture dated as of May 21, 2001 between the
Company and the Trustee; and, pursuant to Section 310(b)(1)(C)(i) of the Trust
Indenture Act, unless otherwise ordered by the Commission, an event of default
by the Company under this Indenture will not disqualify the Trustee under this
Indenture because it is trustee under such other indenture.

     Section 608. Resignation and Removal; Appointment of Successor.

     (1)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee pursuant to Section 609.

     (2)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 609 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.

     (3)  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 the Company.

     (4)  If at any time:

          (a)  the Trustee shall fail to comply with the obligations imposed
     upon it under Section 310(b) of the Trust Indenture Act with respect to
     Securities of any series after written request therefor by the Company or
     any Holder of a Security of such series who has been a bona fide Holder of
     a Security of such series for at least six months;

          (b)  the Trustee shall cease to be eligible under Section 607 and
     shall fail to resign after written request therefor by the Company or any
     such Holder; or


                                       54

<PAGE>

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

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, 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 removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

     (5)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 609. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
609, 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 required by Section 609, 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 the Securities of such series.

     (6)  The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
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.

     (1)  Upon the appointment hereunder of any successor Trustee with respect
to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the


                                       55

<PAGE>

Company and 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
hereunder of the retiring Trustee; but, on the request of the Company or such
successor Trustee, such retiring Trustee, upon payment of its charges, shall
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and, subject to Section 1003,
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.

     (2)  Upon the appointment hereunder of any successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee 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, such 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, 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 that no Trustee shall be responsible
for any notice given to, or received by, or any act or failure to act on the
part of any other Trustee hereunder, 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, such retiring Trustee
shall have no further responsibility for the exercise of rights and powers or
for the performance of the duties and obligations vested in the Trustee under
this Indenture with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates other than as hereinafter
expressly set forth, 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 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 such successor Trustee, such retiring Trustee, upon
payment of its charges with respect to the Securities of that or those series to
which the appointment of such successor relates and subject to Section 1003
shall duly assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the 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, subject to
its claim, if any, provided for in Section 606.

     (3)  Upon request of any Person appointed hereunder as a successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and


                                       56

<PAGE>

confirming to such successor Trustee all such rights, powers and trusts referred
to in clause (1) or (2) of this Section 609, as the case may be.

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

     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 that such Corporation shall otherwise be qualified and eligible under
this Article Six), without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated but not delivered by the Trustee then in office, any such
successor to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities. In case any
Securities shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Securities in either
its own name or that of its predecessor Trustee.

     Section 611. Appointment of Authenticating Agent.

     The Trustee may appoint one or more Authenticating Agents acceptable to the
Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption, partial repayment, partial conversion or exchange for Common
Stock or other securities, or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. 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 acceptable to the Company and, except as
provided in or pursuant to this Indenture, shall at all times be a Corporation
that would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 611, it shall resign immediately in the manner and
with the effect specified in this Section 611.

     Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation


                                       57

<PAGE>

succeeding to all or substantially all of the corporate agency or corporate
trust business of an Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, provided such Corporation shall be otherwise
eligible under this Section 611, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and 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 611, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall (i) mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Registered Securities, if any, of the series with respect to which
such Authenticating Agent shall serve, as their names and addresses appear in
the Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 611.

     The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section 611. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 606.

     The provisions of Sections 308, 603 and 604 shall be applicable to each
Authenticating Agent.

     If an Authenticating Agent is appointed with respect to one or more series
of Securities pursuant to this Section 611, 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 in substantially the
following form:


                                       58

<PAGE>

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

                                 Bank One Trust Company, N.A.,
                                       As Trustee

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



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

     If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate of the Company), shall
appoint in accordance with this Section 611 an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.

                                 ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 701. Company to Furnish Trustee Names and Addresses of Holders.

     In accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee

          (1)  semi-annually with respect to Securities of each series not later
     than March 15 and September 15 of the year or upon such other dates as are
     set forth in or pursuant to the Board Resolution or indenture supplemental
     hereto authorizing such series, a list, in each case in such form as the
     Trustee may reasonably require, of the names and addresses of Holders as of
     the applicable date, 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, however, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.


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<PAGE>

     Section 702. Preservation of Information; Communications to Holders.

     The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

     Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312(c) of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

     Section 703. Reports by Trustee.

     (1) Within 60 days after May 15 of each year commencing with the first May
15 following the first issuance of Securities pursuant to Section 301, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Sections 313(a) and 313(b)(2) which may have occurred since the later of the
immediately preceding May 15 and the date of this Indenture.

     (2)  The Trustee shall transmit the reports required by Section 313(a) of
the Trust Indenture Act at the times specified therein.

     (3)  Reports pursuant to this Section 703 shall be transmitted in the
manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act.

     Section 704. Reports by Company.

     The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:

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

          (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


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<PAGE>

     and covenants of this Indenture as may be required from time to time by
     such rules and regulations; and

          (3)  transmit within 30 days after the filing thereof with the
     Trustee, in the manner and to the extent provided in Section 313(c) of the
     Trust Indenture Act, such summaries of any information, documents and
     reports required to be filed by the Company pursuant to clauses (1) and (2)
     of this Section 704 as may be required by rules and regulations prescribed
     from time to time by the Commission.

                                 ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

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

     The Company shall not, in any transaction or series of related
transactions, consolidate with or merge into any Person or sell, assign,
transfer, lease or otherwise convey all or substantially all its properties and
assets to any Person, unless:

          (1)  either (A) the Company shall be the continuing Person (in the
     case of a merger), or (B) the successor Person (if other than the Company)
     formed by such consolidation or into which the Company is merged or which
     acquires by sale, assignment, transfer, lease or other conveyance all or
     substantially all the properties and assets of the Company shall be a
     corporation organized and existing under the laws of the United States of
     America, any state thereof or the District of Columbia and shall expressly
     assume, by an indenture (or indentures, if at such time there is more than
     one Trustee) supplemental hereto, executed by such successor corporation
     and delivered to the Trustee, in form satisfactory to the Trustee, the due
     and punctual payment of the principal of, any premium and interest on, and
     any Additional Amounts with respect to, all the Outstanding Securities and
     the due and punctual performance and observance of every obligation in this
     Indenture and the Outstanding Securities on the part of the Company to be
     performed or observed, and which supplemental indenture shall provide for
     conversion or exchange rights in accordance with the provisions of the
     Securities of any series that are convertible or exchangeable into Common
     Stock or other securities;

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

          (3)  either the Company or the successor Person shall have delivered
     to the Trustee an Officers' Certificate and an Opinion of Counsel, each
     stating that such consolidation, merger, sale, assignment, transfer, lease
     or other conveyance and, if a supplemental indenture is required in
     connection with such transaction, such supplemental indenture comply with
     this Article and that all conditions precedent herein provided for relating
     to such transaction have been complied with.


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<PAGE>

     Section 802. Successor Person Substituted for Company.

     Upon any consolidation by the Company with or merger of the Company into
any other Person or any sale, assignment, transfer, lease or conveyance of all
or substantially all of the properties and assets of the Company to any Person
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease or other conveyance is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; and thereafter, except in the case of a lease, the
predecessor Person shall be released from all obligations and covenants under
this Indenture, the Securities and the Coupons.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     Section 901. Supplemental Indentures without Consent of Holders.

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

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

          (2)  to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (as shall be specified in such
     supplemental indenture or indentures) or to surrender any right or power
     herein conferred upon the Company;

          (3)  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, any
     premium or interest on or any Additional Amounts with respect to
     Securities, to permit Bearer Securities to be issued in exchange for
     Registered Securities, to permit Bearer Securities to be exchanged for
     Bearer Securities of other authorized denominations or to permit or
     facilitate the issuance of Securities in uncertificated or global form,
     provided any such action shall not adversely affect the interests of the
     Holders of Securities of any series or any Coupons appertaining thereto;

          (4)  to establish the form or terms of Securities of any series and
     any Coupons appertaining thereto as permitted by Section 201 and Section
     301,including, without limitation, any Subordination Provisions and any
     conversion or exchange provisions applicable to Securities which are
     convertible into or exchangeable for other securities and any deletions
     from or additions or changes to this Indenture in connection therewith


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<PAGE>

     (provided that any such deletions, additions and changes shall not be
     applicable to any other series of Securities then Outstanding);

          (5)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 609;

          (6)  to cure any ambiguity or to correct or supplement any provision
     herein which may be defective or 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 which shall not adversely affect
     the interests of the Holders of Securities of any series then Outstanding
     or any Coupons appertaining thereto in any material respect;

          (7)  to add to, delete from or revise the conditions, limitations and
     restrictions on the authorized amount, terms or purposes of issue,
     authentication and delivery of Securities, as herein set forth;

          (8)  to add any additional Events of Default with respect to all or
     any series of Securities (as shall be specified in such supplemental
     indenture);

          (9)  to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance,
     covenant defeasance and/or satisfaction and discharge of any series of
     Securities pursuant to Article Four, provided that any such action shall
     not adversely affect the interests of any Holder of a Security of such
     series and any Coupons appertaining thereto or any other Security or Coupon
     in any material respect;

          (10) to secure the Securities pursuant to Section 1005;

          (11) to make provisions with respect to conversion or exchange rights
     of Holders of Securities of any series;

          (12) to amend or supplement any provision contained herein or in any
     supplemental indenture or in any Securities (which amendment or supplement
     may apply to one or more series of Securities or to one or more Securities
     within any series as specified in such supplemental indenture or
     indentures), provided that such amendment or supplement does not apply to
     any Outstanding Security issued prior to the date of such supplemental
     indenture and entitled to the benefits of such provision; or

          (13) in the case of any series of Securities which are convertible
     into or exchangeable for Common Stock or other securities, to safeguard or
     provide for the conversion or exchange rights, as the case may be, of such
     Securities in the event of any reclassification or change of outstanding
     shares of Common Stock or any merger, consolidation, statutory share
     exchange or combination of the Company with or into another Person or any
     sale, transfer, disposition or other conveyance of all or substantially all
     of the properties and assets of the Company to any other Person or other


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<PAGE>

     similar transactions, if expressly required by the terms of such series of
     Securities established pursuant to Section 301.

     Section 902. Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Board Resolution), and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of the Securities of such series 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,
without the consent of the Holder of each Outstanding Security affected thereby,
shall

          (1)  change the Stated Maturity of the principal of, or premium, if
     any, or any installment of interest, if any, on, or any Additional Amounts,
     if any, with respect to, any Security, or reduce the principal amount
     thereof or the premium, if any, thereon or the rate (or modify the
     calculation of such rate) of interest thereon, or reduce the amount payable
     upon redemption thereof at the option of the Company or repayment thereof
     at the option of the Holder, or reduce any Additional Amounts payable with
     respect thereto, or change the obligation of the Company to pay Additional
     Amounts pursuant to Section 1004 (except as contemplated by Section 801(1)
     and permitted by Section 901(1)), or reduce the amount of the principal of
     any Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section 502
     or the amount thereof provable in bankruptcy pursuant to Section 504, or
     adversely affect the right of repayment at the option of any Holder as
     contemplated by Article Thirteen, or change the Place of Payment where or
     the Currency in which the principal of, any premium or interest on, or any
     Additional Amounts with respect to any Security is payable, or impair the
     right to institute suit for the enforcement of any such payment on or after
     the Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date or, in the case of repayment pursuant to Article Thirteen
     at the option of the Holder, on or after the date for repayment) in each
     case as such Stated Maturity, Redemption Date or date for repayment may, if
     applicable, be extended in accordance with the terms of such Security or
     any Coupon appertaining thereto, or, in the case of any Security which is
     convertible into or exchangeable for other securities, impair the right to
     institute suit to enforce the right to convert or exchange such Security in
     accordance with its terms;

          (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 (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in Section
     513 or Section 1009 of this Indenture;

          (3)  in the case of Subordinated Securities of any series, modify any
     of the provisions of Article Fifteen, any Subordinated Provisions
     applicable to such


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<PAGE>

     Subordinated Securities or the definition of "Senior Indebtedness"
     applicable to such Subordinated Securities in a manner adverse to the
     Holders of Securities;

          (4)  modify any of the provisions of this Section 902, Section 513 or
     Section 1009, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; or

          (5)  make any change that adversely affects the right, if any, to
     convert or exchange any Security for Common Stock or other securities in
     accordance with its terms.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have 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.

     Anything in this Indenture to the contrary notwithstanding, if more than
one series of Securities is Outstanding, the Company shall be entitled to enter
into a supplemental indenture under this Section 902 with respect to any one or
more series of Outstanding Securities without entering into a supplemental
indenture with respect to any other series of Outstanding Securities.

     It shall not be necessary for any Act of Holders of Securities under this
Section 902 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

     Section 903. Execution of Supplemental Indentures.

     As a condition to executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article Nine or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture
Act) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel to the effect that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

     Section 904. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article Nine,
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 a Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.


                                       65

<PAGE>

     Section 905. 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 906. Effect on Senior Indebtedness.

     No supplemental indenture shall directly or indirectly modify or eliminate
the Subordination Provisions or the definition of "Senior Indebtedness"
applicable with respect to the Subordinated Securities of any series in any
manner which might terminate or impair the subordination of such series of
Subordinated Securities to such Senior Indebtedness without the prior written
consent of the Holders of such Senior Indebtedness.

     Section 907. 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.

                                  ARTICLE TEN

                                    COVENANTS

     Section 1001. Payment of Principal, Premium, Interest and Additional
                   Amounts.

     The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series, whether payable in cash, shares of Common Stock or
other securities, in accordance with the terms thereof, any Coupons appertaining
thereto and this Indenture. Any interest due on any Bearer Security on or before
the Maturity thereof, and any Additional Amounts payable with respect to such
interest, shall be payable only upon presentation and surrender of the Coupons
appertaining thereto for such interest as they severally mature.

     Section 1002. Maintenance of Office or Agency.

     The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this


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<PAGE>

Indenture may be served; provided that, if (i) the Borough of Manhattan, The
City of New York is a Place of Payment for the Securities of any series, (ii)
there shall be another Place of Payment in the United States of America for such
Securities in addition to the Borough of Manhattan, The City of New York and
(iii) all Securities of such series are originally issued solely in the form of
one or more permanent global Securities, then the Company shall not be required
to maintain any such office or agency in the Borough of Manhattan, The City of
New York unless and until all or any portion of such global Securities shall be
exchanged for or otherwise issued as definitive certificated Securities of such
series as contemplated by the last paragraph of this Section 1002. If Securities
of a series are issuable as Bearer Securities, the Company shall maintain,
subject to any laws or regulations applicable thereto, an Office or Agency in a
Place of Payment for such series which is located outside the United States
where Securities of such series and any Coupons appertaining thereto may be
presented and surrendered for payment; provided, however, that if the Securities
of such series are listed on the London Stock Exchange or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company shall maintain a Paying Agent in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such Office or Agency. If at any
time the Company shall fail to maintain any such required Office or Agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of such series and any
Coupons appertaining thereto may be presented and surrendered for payment at the
place specified for the purpose with respect to such Securities as provided in
or pursuant to this Indenture, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.

     Except as otherwise provided in or pursuant to this Indenture, no payment
of principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Company in the Borough of
Manhattan, The City of New York, if (but only if) payment of the full amount of
such principal, premium, interest or Additional Amounts at all offices 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.

     The Company may also from time to time designate one or more other Offices
or Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an Office or Agency
in each Place of Payment for Securities of any series for such purposes. The
Company shall 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.


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<PAGE>

     Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates the Borough of Manhattan, The City of New York, as a Place of
Payment for each series of Securities, initially appoints the Corporate Trust
Office of the Trustee in the Borough of Manhattan, The City of New York, as the
Company's Office or Agency in the Borough of Manhattan, The City of New York,
for such purpose and initially appoints the Trustee as the Security Registrar
for each series of Securities and, if the Securities of any series are
convertible into or exchangeable for Common Stock or other securities, initially
appoints the Trustee as conversion or exchange agent, as the case may be, for
the Securities of such series. The Company may subsequently appoint a different
Office or Agency in the Borough of Manhattan, The City of New York, and, as
provided in Section 305, may remove and replace from time to time the Security
Registrar.

     As set forth above in this Section 1002, and unless otherwise provided
pursuant to Section 301 with respect to any series of Securities, in the event
that the Securities of a series are originally issued solely in the form of one
or more permanent global Securities and if at any time thereafter Securities of
such series are issued in definitive certificated form in exchange for all or
any portion of such global Securities (whether pursuant to Section 305 or
otherwise pursuant to the terms of such Securities), the Company shall, at all
times from and after the date of the first such exchange until such time as no
Securities of such series in definitive certificated form are Outstanding,
establish and maintain an Office or Agency in the Borough of Manhattan, The City
of New York (in addition to any other Offices or Agencies the Company is
required to maintain in respect of such Securities) where Securities of such
series may be surrendered and where notices and demands in respect of Securities
of such series and this Indenture may be served for the purposes specified in,
and as contemplated by, the first paragraph of this Section 1002.

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

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on, or any Additional Amounts with respect
to any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the Currency or Currencies in
which the Securities of such series are payable sufficient to pay the principal,
any premium, interest and Additional Amounts, as the case may be, so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and shall promptly notify the Trustee of its action or failure
so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it shall, on or prior to each due date of the principal of, or any
premium or interest on or any Additional Amounts with respect to, any Securities
of such series, deposit with any Paying Agent a sum (in the Currency or
Currencies described in the preceding paragraph) sufficient to pay the
principal, premium, interest and Additional Amounts, as the case may be, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

     The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall


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<PAGE>

agree with the Trustee, subject to the provisions of this Section 1003, that
such Paying Agent shall:

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

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

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

     To the extent that the terms of any Securities established pursuant to
Section 301 provide that any principal of, or premium or interest, if any, on or
any Additional Amounts with respect to any such Securities is or may be payable
in Common Stock or other securities, then the provisions of this Section 1003
shall apply, mutatis mutandis, to such Common Stock or other securities.

     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 terms as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such sums.

     Except as otherwise provided herein or pursuant hereto, 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, any premium or interest on or any Additional
Amounts with respect to any Security of any series or any Coupon appertaining
thereto and remaining unclaimed for two years after such principal or such
premium or interest or Additional Amount shall have become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security or any
Coupon appertaining thereto shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may, not later than 30 days after the Company's request for such repayment, at
the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment for such series or to be mailed to Holders of
Registered Securities of such series, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing nor shall it be earlier
than two years after such principal and any premium or interest or Additional
Amounts shall have become due


                                       69

<PAGE>

and payable, any unclaimed balance of such money then remaining will be repaid
to the Company.

     Section 1004. Additional Amounts.

     If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Securities or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto 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 provision hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

     Except as otherwise provided in or pursuant to this Indenture or the
Securities of any series, 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 such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company shall
furnish to the Trustee and the Paying Agent or Paying Agents, if other than the
Trustee, an Officers' Certificate instructing the Trustee and such Paying Agent
or Paying Agents whether such payment of principal of and premium, if any, or
interest, if any, on the Securities of such series shall be made to Holders of
Securities of such series or the Coupons appertaining thereto who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of such series or pursuant
to Section 301 with respect to the Securities of such 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 or Coupons, and the Company agrees to pay to the Trustee
or such Paying Agent the Additional Amounts required by the terms of such
Securities. 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 1004.

     Section 1005. Restriction on the Creation of Secured Debt.

     After the date hereof, the Company will not at any time create, incur,
assume or guarantee, and will not cause or permit a Restricted Subsidiary to
create, incur, assume or guarantee, any Secured Debt (including the creation of
Secured Debt by the securing of existing indebtedness) without first making
effective provision (and the Company covenants that in such case it will first
make or cause to be made effective provision) whereby the Securities then
Outstanding and any other indebtedness of or guaranteed by the Company or such
Restricted


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Subsidiary then entitled thereto shall be secured equally and ratably with (or
prior to) any and all other obligations and indebtedness thereby secured, so
long as any such other obligations and indebtedness shall be so secured;
provided, however, that the foregoing covenants shall not be applicable to
Secured Debt secured solely by one or more of the following Security Interests:

          (a)  (1) any Security Interest upon any property which is a parcel of
     real property at a manufacturing plant, a warehouse or an office building
     and which is hereafter acquired, constructed, developed or improved by the
     Company or a Restricted Subsidiary which Security Interest is created prior
     to or contemporaneously with, or within 120 days after (i) in the case of
     the acquisition of such property, the completion of such acquisition and
     (ii) in the case of the construction, development or improvement of such
     property, the later to occur of the completion of such construction,
     development or improvement or the commencement of operation, use or
     commercial production (exclusive of test and start-up periods) of the
     property, which Security Interest secures or provides for the payment of
     all or any part of the acquisition cost of such property or the cost of
     construction, development or improvement thereof, as the case may be; (2)
     the acquisition by the Company or a Restricted Subsidiary of property
     subject to any Security Interest upon such property existing at the time of
     the acquisition thereof, which Security Interest secures obligations
     assumed by the Company or a Restricted Subsidiary; (3) any conditional
     sales agreement or other title retention agreement with respect to any
     property acquired by the Company or any Restricted Subsidiary; (4) any
     Security Interest existing on the property or on the outstanding shares or
     indebtedness of a corporation or firm at the time such corporation or firm
     shall become a Restricted Subsidiary or is merged or consolidated with the
     Company or a Restricted Subsidiary; or (5) any Security Interest on
     property of a corporation or firm existing at the time such corporation or
     firm is merged into or consolidated with the Company or a Restricted
     Subsidiary or at the time of a sale, lease or other disposition of the
     properties of a corporation or firm as an entirety or substantially as an
     entirety to the Company or a Restricted Subsidiary; provided, in each case
     that any such Security Interest described in clauses (2), (3), (4) or (5)
     does not attach to or affect property owned by the Company or any such
     Restricted Subsidiary prior to the event referred to in such clauses;

          (b)  any Security Interest to secure indebtedness of a Restricted
     Subsidiary to the Company or another Restricted Subsidiary;

          (c)  mechanics', materialmen's, carriers' or other like liens arising
     in the ordinary course of business (including construction of facilities)
     in respect of obligations which are not due or which are being contested in
     good faith;

          (d)  any Security Interest arising by reason of deposit with, or the
     giving of any form of security to, any governmental agency or any body
     created or approved by law or governmental regulations which is required by
     law or governmental regulation as a condition to the transaction of any
     business or the exercise of any privilege, franchise or license;


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<PAGE>

          (e)  Security Interests for taxes, assessments or governmental charges
     or levies not yet delinquent or Security Interests for taxes, assessments
     or governmental charges or levies already delinquent but the validity of
     which is being contested in good faith;

          (f)  Security Interests (including judgment liens) arising in
     connection with legal proceedings so long as such proceedings are being
     contested in good faith and, in the case of judgment liens, execution
     thereon is stayed;

          (g)  landlords' liens on fixtures located on premises leased by the
     Company or a Restricted Subsidiary in the ordinary course of business;

          (h)  Security Interests arising in connection with contracts and
     subcontracts with or made at the request of the United States of America,
     any state thereof, or any department, agency or instrumentality of the
     United States or any state thereof;

          (i)  any Security Interest that secures an obligation issued by the
     United States of America or any state, territory or possession of the
     United States or any political subdivision of any of the foregoing or the
     District of Columbia, in connection with the financing of the cost of
     construction or acquisition of Principal Facility or a part thereof;

          (j)  any Security Interest arising by reason of deposits to qualify
     the Company or a Restricted Subsidiary to conduct business, to maintain
     self-insurance, or to obtain the benefit of, or comply with, laws;

          (k)  the extension of any Security Interest existing as of the date of
     this Indenture on a Principal Facility to additions, extensions or
     improvements thereto and not as a result of borrowing money or the securing
     of indebtedness incurred after that date; or

          (l)  any extension, renewal or refunding (or successive extensions,
     renewals or refundings) in whole or in part of any Secured Debt secured by
     any Security Interest referred to in the foregoing subparagraphs (a)
     through (k), inclusive, provided that the principal amount of such Secured
     Debt secured thereby shall not exceed the principal amount outstanding
     immediately prior to such extension, renewal or refunding, and that the
     Security Interest securing such Secured Debt shall be limited to the
     property which, immediately prior to such extension, renewal or refunding,
     secured such Secured Debt and additions to such property.

     Notwithstanding the foregoing provisions of this Section 1005, the Company
and any one or more Restricted Subsidiaries may create, incur, assume or
guarantee Secured Debt (not including Secured Debt permitted to be secured under
subparagraphs (a) through (l), inclusive above) in an aggregate amount which,
together with all other Secured Debt (not including Secured Debt permitted to be
secured under subparagraphs (a) through (l), inclusive above) of the Company and
its Restricted Subsidiaries which is created, incurred, assumed or guaranteed
after the date hereof and the aggregate value of all Sale and Leaseback
Transactions entered into after the date hereof (not including Sale and
Leaseback Transactions referred to in clause (b) of Section 1007), does not at
the time exceed 5% of the Consolidated Net Tangible Assets. The term "value"
shall mean, with respect to a Sale and Leaseback Transaction, as of any
particular time, the present value (discounted at the rate of interest implicit
in the lease involved in such


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<PAGE>

Sale and Leaseback Transaction, as determined in good faith by the Company) of
the obligation of the lessee thereunder for rental payments (excluding, however,
any amounts required to be paid by such lessee, whether or not designated as
rent or additional rent, on account of maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges or any amounts required to be
paid by such lessee thereunder contingent upon the amount of sales, maintenance
and repairs, insurance, taxes, assessments, water rates or similar charges)
during the remaining term of such lease (including any period for which such
lease has been extended or may, at the option of the lessor, be extended).

     Unless otherwise provided pursuant to Section 301(25), this Section 1005
will not apply to any series of Subordinated Securities.

     Section 1006. Corporate Existence.

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

     Section 1007. Restriction on Sale and Leaseback Transactions.

     After the date hereof, the Company will not, and will not permit any
Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless
(a) the Company or such Restricted Subsidiary would be entitled to incur Secured
Debt only by reason of the last paragraph of Section 1005 equal in amount to the
value of the Sale and Leaseback Transaction without equally and ratably securing
the Securities as provided in said Section 1005 or (b) the Company or a
Restricted Subsidiary shall apply, within one year after the effective date of
such sale or transfer, or shall have committed within one year after such
effective date to apply, an amount at least equal to the net proceeds of the
sale of the property sold and transferred or to be sold or to be transferred
pursuant to such Sale and Leaseback Transaction to (1) the acquisition,
construction, development or improvement of properties, facilities or equipment
which are, or, upon such acquisition, construction, development or improvement
will be, a Principal Facility or a part thereof or (2) the optional redemption
of Securities in accordance with the provisions of Article Eleven and at the
Redemption Price applicable at the time of such redemption, or the repayment of
Superior Indebtedness of the Company or of any Restricted Subsidiary (other than
Superior Indebtedness owed to the Company or any Restricted Subsidiary), or in
part to such acquisition, construction, development or improvement and in part
to such redemption or repayment; provided, that in lieu of applying an amount
equal to all or part of such net proceeds to such redemption, the Company may,
within one year after such sale or transfer, deliver to the Trustee Securities
(other than Securities made the basis of a reduction in any mandatory sinking
fund payment provisions contained in any series of Securities) for cancellation
and thereby reduce the amount to be applied to the redemption of Securities
pursuant to clause (2) above by an amount equal to the aggregate principal
amount of Securities so delivered. Securities redeemed or delivered to the
Trustee for cancellation pursuant to this Section 1007 shall not be used as
credits against mandatory sinking fund payments.


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<PAGE>

     Unless otherwise provided pursuant to Section 301(25), this Section 1007
will not apply to any series of Subordinated Securities.

     Section 1008. Restriction on Transfer of Principal Facility to Subsidiaries
Other than Restricted Subsidiaries.

     After the date hereof, the Company will not itself, and will not cause or
permit any Restricted Subsidiary to, transfer (whether by merger, consolidation
or otherwise) any Principal Facility to any Subsidiary that is not a Restricted
Subsidiary, unless it shall apply, within one year after the effective date of
such transaction, or shall have committed within one year after such effective
date to apply an amount equal to the fair value of such Principal Facility at
the time of such transfer, as determined by the Board of Directors (evidenced by
a Board Resolution), to (a) the acquisition, construction, development,
improvement of properties, facilities or equipment which are, or, upon such
acquisition, construction, development or improvement will be, a Principal
Facility or a part thereof or (b) the optional redemption of Securities in
accordance with the Provisions of Article Eleven and at the Redemption Price
applicable at the time of such redemption or the repayment of other Superior
Indebtedness of the Company or of any Restricted Subsidiary (other than Superior
Indebtedness owed to the Company or any Restricted Subsidiary), or in part to
such acquisition, construction, development and in part to such redemption or
repayment; provided that, in lieu of applying an amount equivalent to all or any
part of such fair value to such redemption, the Company may, within one year
after such transfer, deliver to the Trustee Securities (other than Securities
made the basis of a reduction in any mandatory sinking payment provisions
contained in any series of Securities) for cancellation and thereby reduce the
amount to be applied to the redemption of Securities pursuant to clause (b)
above by an amount equivalent to the aggregate principal amount of the
Securities to be delivered. Securities redeemed or delivered to the Trustee for
cancellation pursuant to this Section 1008 shall not be used as credits against
mandatory sinking fund payments.

     Unless otherwise provided pursuant to Section 301(25), this Section 1008,
will not apply to any series of Subordinated Securities.

     Section 1009. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1002 through Section 1008,
inclusive, with respect to the Securities of any series and, if expressly
provided pursuant to Section 301(18), any additional covenants applicable to the
Securities of such series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived 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.


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<PAGE>

     Section 1010. Company Statement as to Compliance.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement (which need not be contained in or
accompanied by an Officers' Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating whether or not, to the best of his or her knowledge, the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to notice
requirements or periods of grace) and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which he or
she may have knowledge.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     Section 1101. Applicability of Article.

     Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article Eleven.

     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 of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed and, in the event that the Company shall determine that the Securities
of any series to be redeemed shall be selected from Securities of such series
having the same issue date, interest rate or interest rate formula, Stated
Maturity and other terms (the "Equivalent Terms"), the Company shall notify the
Trustee of such Equivalent Terms.

     In the case of any redemption of Securities (A) prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (B) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities or elsewhere
in this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate evidencing compliance with such restriction or condition.

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

     If less than all of the Securities of any series are to be redeemed or if
less than all of the Securities of any series with Equivalent Terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series or from the Outstanding Securities of such series with
Equivalent Terms, as the case may be, not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection


                                       75

<PAGE>

for redemption of portions of the principal amount of Registered Securities of
such series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Security of such series not redeemed to
less than the minimum denomination for a Security of such series established
herein or pursuant hereto.

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

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

     Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Common Stock or other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted or exchanged portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.

     Section 1104. Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities 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 Securities or portions thereof.

     Any notice that is mailed to the Holder of any Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.

     All notices of redemption shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

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

          (4) that, in case any Security is to be redeemed in part only, on and
     after the Redemption Date, upon surrender of such Security, the Holder of
     such Security will


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<PAGE>

     receive, without 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 shall become
     due and payable upon each such Security or portion thereof to be redeemed,
     together (if applicable) with accrued and unpaid interest, if any, thereon
     (subject, if applicable, to the provisos to the first paragraph of Section
     1106), and, if applicable, that interest thereon shall cease to accrue on
     and after said date;

          (6) the place or places 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 any accrued interest and Additional Amounts
     pertaining thereto;

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

          (8) that, unless otherwise specified in such notice, Bearer Securities
     of any series, if any, surrendered for redemption must be accompanied by
     all Coupons maturing subsequent to the date fixed for redemption or the
     amount of any such missing Coupon or Coupons will be deducted from the
     Redemption Price, unless security or indemnity satisfactory to the Company,
     the Trustee 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 the Redemption Date pursuant to Section 305 or otherwise, the
     last date, as determined by the Company, on which such exchanges may be
     made;

          (10) in the case of Securities of any series that are convertible or
     exchangeable into Common Stock or other securities, the then current
     conversion or exchange price or rate, the date or dates on which the right
     to convert or exchange the principal of the Securities of such series to be
     redeemed will commence or terminate, as applicable, and the place or places
     where and the Persons to whom such Securities may be surrendered for
     conversion or exchange;

          (11) the CUSIP number or the Euroclear or the Cedel reference numbers
     of such Securities, if any (or any other numbers used by a Depository to
     identify such Securities); and

          (12) if the Redemption Price or any portion thereof shall be payable,
     at the option of the Company or any Holders, in cash or in Common Stock or
     other securities (or a combination thereof), a statement as to whether the
     Company has elected to pay the Redemption Price in cash or Common Stock or
     other securities or a combination thereof.

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.


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<PAGE>

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

     Section 1105. Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company shall deposit, with respect
to the Securities of any series called for redemption pursuant to Section 1104,
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the applicable Currency sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 301 for or in the Securities of such
series) any accrued interest on and Additional Amounts with respect to, all such
Securities or portions thereof which are to be redeemed on that date, except
that, if the Securities of such series are convertible or exchangeable into
Common Stock or other securities (other than Securities of the same series), no
such deposit shall be required with respect to any such Securities (or portion
thereof) which have been converted or exchanged prior to such Redemption Date.

     Section 1106. Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed (except, in the case of Securities which are convertible or
exchangeable into Common Stock or other securities (other than Securities of the
same series), any such Securities which shall have been so converted or
exchanged prior to the applicable Redemption Date) shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, together
with (unless otherwise provided with respect to the Securities of such series
pursuant to Section 301) accrued and unpaid interest, if any, thereon 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 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, unless otherwise provided in or pursuant to
this Indenture, any accrued and unpaid interest thereon and Additional Amounts
with respect thereto to but excluding the Redemption Date; provided, however,
that, except as otherwise provided in or pursuant to this Indenture or the
Bearer Securities of such series, installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only upon presentation and surrender of Coupons for such interest (at an Office
or Agency located outside the United States except as otherwise provided in
Section 1002), and provided, further, that, except as otherwise specified in or
pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the Regular Record Dates therefor according to their terms and the
provisions of Section 307.


                                       78

<PAGE>

     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 or, at the option of the
Company, after payment to the Trustee for the benefit of the Company of, an
amount equal to the face amount of all such missing Coupons, or the surrender of
such missing Coupon or Coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing Coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that any interest or Additional Amounts represented
by Coupons shall be payable only upon presentation and surrender of those
Coupons at an Office or Agency for such Security located outside of the United
States except as otherwise provided in Section 1002.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium, until paid, shall bear
interest from the Redemption Date at the rate prescribed therefor in the
Security or, if no rate is prescribed therefor in the Security, at the rate of
interest, if any, borne by such Security.

     Section 1107. Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, 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. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the Depository for
such Security in global form as shall be specified in the Company Order with
respect thereto to the Trustee, without service charge, a new Security in global
form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

     Section 1201. Applicability of Article.

     The provisions of this Article Twelve shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise permitted
or required in or pursuant to this Indenture or any Security of such series
issued pursuant to this Indenture.


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<PAGE>

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 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 and this Indenture.

     Section 1202. Satisfaction of Sinking Fund Payments with Securities.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly. If as a result of the delivery or credit of Securities
of any series in lieu of cash payments pursuant to this Section 1202, the
principal amount of Securities of such series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such series for redemption, except upon Company Request, and
such cash payment shall be held by the Trustee or a Paying Agent and applied to
the next succeeding sinking fund payment, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
series purchased by the Company having an unpaid principal amount equal to the
cash payment requested to be released to the Company.

     Section 1203. Redemption of Securities for Sinking Fund.

     Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 1202, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such


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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 Section 1106 and Section 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

     Section 1301. Applicability of Article.

     Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section
1301, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders
of such Securities on or before the applicable Repayment Date an amount not less
than the repayment price payable by the Company on repayment of such Securities,
and the obligation of the Company to pay the repayment price of such Securities
shall be satisfied and discharged to the extent such payment is so paid by such
purchasers.

     Unless otherwise expressly stated in this Indenture or pursuant to Section
301 with respect to the Securities of any series or unless the context requires
otherwise, all references in this Indenture to the repayment of any Securities
at the option of the Holders thereof (and all references of like import) shall
be deemed to include a reference to the repurchase of Securities at the option
of the Holders thereof.

                                ARTICLE FOURTEEN

                        SECURITIES IN FOREIGN CURRENCIES

     Section 1401. Applicability of Article.

     Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency or (ii)
any distribution to Holders of Securities of any series in which not all of such
Securities are denominated in the same Currency, in the absence of any provision
to the contrary in or pursuant to this Indenture or the Securities of such
series, any amount in respect of any Security denominated in a Currency other
than Dollars shall be treated for any


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<PAGE>

such action, determination or distribution as that amount of Dollars that could
be obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any) for
such action, determination or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such
distribution) as the Company may specify in a written notice to the Trustee or,
in the absence of such written notice, as the Trustee may determine.

                                ARTICLE FIFTEEN

                    SUBORDINATION OF SUBORDINATED SECURITIES

     Section 1501. Agreement to Subordinate.

     The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of Subordinated Securities of any series by his acceptance
thereof, likewise covenants and agrees, that the payment of the principal of
(and premium, if any) and interest, if any, on, and Additional Amounts, if any,
in respect of each and all of the Subordinated Securities of such series shall
be expressly subordinated, to the extent and in the manner provided in the
Subordination Provisions established with respect to the Subordinated Securities
of such series pursuant to Section 301(25) hereof, in right of payment to the
prior payment in full of all Senior Indebtedness with respect to such series.

                                    * * * * *

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


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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and, in the case of the Trustee, its corporate seal to be
hereunto affixed, all as of the day and year first above written.

                          BAXTER INTERNATIONAL INC.



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





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









                          BANK ONE TRUST COMPANY, N.A.

                          as Trustee

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



[SEAL]


Attest:


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<PAGE>

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
































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