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                                                                     EXHIBIT 4.1

                          ADVANCED MICRO DEVICES, INC.,
                                    as Issuer

                                       and

                              THE BANK OF NEW YORK

                                   as Trustee





                                    INDENTURE

                          dated as of November 25, 2002

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                                TABLE OF CONTENTS

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ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE .............................................      1

   Section 1.01. Certain Definitions. .............................................................      1
   Section 1.02. Other Definitions. ...............................................................      4
   Section 1.03. Incorporation by Reference of Trust Indenture Act. ...............................      4
   Section 1.04. Rules of Construction. ...........................................................      4

ARTICLE 2. THE SECURITIES .........................................................................      5

   Section 2.01. Unlimited In Amount, Issuable In Series, Form and Dating. ........................      5
   Section 2.02. Execution and Authentication. ....................................................      7
   Section 2.03. Registrar and Paying Agent. ......................................................      8
   Section 2.04. Paying Agent to Hold Money in Trust. .............................................      8
   Section 2.05. Securityholder Lists. ............................................................      9
   Section 2.06. Transfer and Exchange. ...........................................................      9
   Section 2.07. Replacement Securities. ..........................................................      9
   Section 2.08. Outstanding Securities. ..........................................................     10
   Section 2.09. Treasury Securities. .............................................................     10
   Section 2.10. Temporary Securities. ............................................................     10
   Section 2.11. Cancellation. ....................................................................     11
   Section 2.12. Defaulted Interest. ..............................................................     11
   Section 2.13. Special Record Dates. ............................................................     11
   Section 2.14. CUSIP Numbers. ...................................................................     11

ARTICLE 3. REDEMPTION .............................................................................     12

   Section 3.01. Notices to Trustee. ..............................................................     12
   Section 3.02. Selection of Securities to Be Redeemed. ..........................................     12
   Section 3.03. Notice of Redemption. ............................................................     12
   Section 3.04. Effect of Notice of Redemption. ..................................................     13
   Section 3.05. Deposit of Redemption Price. .....................................................     13
   Section 3.06. Securities Redeemed in Part. .....................................................     14

ARTICLE 4. COVENANTS ..............................................................................     14

   Section 4.01. Payment of Securities. ...........................................................     14
   Section 4.02. Maintenance of Office or Agency. .................................................     14
   Section 4.03. Commission Reports. ..............................................................     14
   Section 4.04. Compliance Certificate. ..........................................................     15
   Section 4.05. Taxes. ...........................................................................     15
   Section 4.06. Stay, Extension and Usury Laws. ..................................................     15
   Section 4.07. Corporate Existence. .............................................................     16
   Section 4.08. Calculation of Original Issue Discount. ..........................................     16
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ARTICLE 5. SUCCESSORS .............................................................................     16

   Section 5.01. When Company May Merge, etc. .....................................................     16
   Section 5.02. Successor Corporation Substituted. ...............................................     17

ARTICLE 6. DEFAULTS AND REMEDIES ..................................................................     17

   Section 6.01. Events of Default. ...............................................................     17
   Section 6.02. Acceleration. ....................................................................     18
   Section 6.03. Other Remedies. ..................................................................     19
   Section 6.04. Waiver of Past Defaults. .........................................................     19
   Section 6.05. Control by Majority. .............................................................     19
   Section 6.06. Limitation on Suits. .............................................................     19
   Section 6.07. Rights of Holders to Receive Payment. ............................................     20
   Section 6.08. Collection Suit by Trustee. ......................................................     20
   Section 6.09. Trustee May File Proofs of Claim. ................................................     20
   Section 6.10. Priorities. ......................................................................     21
   Section 6.11. Undertaking for Costs. ...........................................................     21

ARTICLE 7. TRUSTEE ................................................................................     22

   Section 7.01. Duties of Trustee. ...............................................................     22
   Section 7.02. Rights of Trustee. ...............................................................     23
   Section 7.03. Individual Rights of Trustee. ....................................................     24
   Section 7.04. Trustee's Disclaimer. ............................................................     24
   Section 7.05. Notice of Defaults. ..............................................................     24
   Section 7.06. Reports by Trustee to Holders. ...................................................     24
   Section 7.07. Compensation and Indemnity. ......................................................     25
   Section 7.08. Replacement of Trustee. ..........................................................     25
   Section 7.09. Successor Trustee by Merger, etc. ................................................     27
   Section 7.10. Eligibility; Disqualification. ...................................................     27
   Section 7.11. Preferential Collection of Claims Against Company. ...............................     27

ARTICLE 8. SATISFACTION AND DISCHARGE DEFEASANCE ..................................................     27

   Section 8.01. Satisfaction and Discharge of Indenture. .........................................     27
   Section 8.02. Application of Trust Funds; Indemnification. .....................................     28
   Section 8.03. Legal Defeasance of Securities of any Series. ....................................     29
   Section 8.04. Covenant Defeasance. .............................................................     30
   Section 8.05. Repayment to Company. ............................................................     31

ARTICLE 9. SUPPLEMENTS, AMENDMENTS AND WAIVERS ....................................................     32

   Section 9.01. Without Consent of Holders. ......................................................     32
   Section 9.02. With Consent of Holders. .........................................................     32
   Section 9.03. Revocation and Effect of Consents. ...............................................     33
   Section 9.04. Notation on or Exchange of Securities. ...........................................     34
   Section 9.05. Trustee to Sign Amendments, etc. .................................................     34
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ARTICLE 10.  MISCELLANEOUS ........................................................................     34

   Section 10.01. Indenture Subject to Trust Indenture Act. .......................................     34
   Section 10.02. Notices. ........................................................................     34
   Section 10.03. Communication By Holders With Other Holders. ....................................     35
   Section 10.04. Certificate and Opinion as to Conditions Precedent. .............................     35
   Section 10.05. Statements Required in Certificate or Opinion. ..................................     36
   Section 10.06. Rules by Trustee and Agents. ....................................................     36
   Section 10.07. Legal Holidays. .................................................................     36
   Section 10.08. No Recourse Against Others. .....................................................     36
   Section 10.09. Counterparts. ...................................................................     37
   Section 10.10. Governing Law. ..................................................................     37
   Section 10.11. Severability. ...................................................................     37
   Section 10.12. Effect of Headings, Table of Contents, etc. .....................................     37
   Section 10.13. Successors and Assigns. .........................................................     37
   Section 10.14. No Interpretation of Other Agreements. ..........................................     37
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                                       iii

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CROSS-REFERENCE TABLE*
Trust Indenture
  Act Section                                                Indenture Section
-------------                                                -----------------
310(a)(1) .....................................................           7.10
   (a)(2) .....................................................           7.10
   (a)(3) .....................................................           N.A.
   (a)(4) .....................................................           N.A.
   (a)(5) .....................................................           7.10
   (b) ........................................................     7.08; 7.10
   (c) ........................................................           N.A.
311(a) ........................................................           7.11
   (b) ........................................................           7.11
   (c) ........................................................           N.A.
312(a) ........................................................           2.05
   (b) ........................................................          10.03
   (c) ........................................................          10.03
313(a) ........................................................           7.06
   (b) ........................................................           7.06
   (c) ........................................................    7.06; 10.02
   (d) ........................................................           7.06
314(a) ........................................................    4.03; 10.02
   (b) ........................................................           N.A.
   (c)(1) .....................................................          10.04
   (c)(2) .....................................................          10.04
   (c)(3) .....................................................           N.A.
   (d) ........................................................           N.A.
   (e) ........................................................          10.05
   (f) ........................................................           N.A.
315(a) ........................................................    7.01(b)(ii)
   (b) ........................................................    7.05; 10.02
   (c) ........................................................        7.01(a)
   (d) ........................................................        7.01(d)
   (e) ........................................................           6.11
316(a)(last sentence) .........................................           2.09
   (a)(1)(A) ..................................................           6.05
   (a)(1)(B) ..................................................           6.04
   (a)(2) .....................................................           N.A.
   (b) ........................................................           6.07
   (c) ........................................................     2.14; 9.03
317(a)(1) .....................................................           6.08
   (a)(2) .....................................................           6.09
   (b) ........................................................           2.04
318(a) ........................................................          10.01
   (b) ........................................................           N.A.
   (c) ........................................................          10.01
*

---------------------------
N.A. means not applicable

* This Cross-Reference Table is not part of the Indenture

<PAGE>

                  INDENTURE dated as of November 25, 2002 between Advanced Micro
Devices, Inc., a Delaware corporation (the "Company"), and The Bank of New York,
a New York banking corporation, as Trustee (the "Trustee").

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture or Officers' Certificate.

                                   ARTICLE 1
         EACH PARTY AGREES AS FOLLOWS FOR THE BENEFIT OF THE OTHER PARTY
          AND FOR THE EQUAL AND RATABLE BENEFIT OF THE HOLDERS OF EACH
                       SERIES OF THE SECURITIES:ARTICLE 1.

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01         Certain Definitions.

                  "Affiliate" means any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company. For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting stock, by
agreement or otherwise.

                  "Agent" means any Registrar, Paying Agent, authenticating
agent or co-Registrar.

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

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

                  "Commission" means the Securities and Exchange Commission.

                  "Company" means the party named as such above until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

                  "Company Order" means a written order signed in the name of
the Company by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting officer.

                                        1

<PAGE>

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

                  "Default" means any event that is, or with the passage of time
or the giving of notice or both would be, an Event of Default.

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

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are applicable from time to time.

                  "Global Security" shall mean a Security issued to evidence all
or a part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a depositary or pursuant to such
depositary's instructions, all in accordance with this Indenture and pursuant to
Section 2.01, which shall be registered as to principal and interest in the name
of such depositary or its nominee.

                  "Holder" or "Securityholder" means a Person in whose name a
Security is registered in the register of Securities kept by the Registrar.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "Interest," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after maturity, means
interest payable after maturity.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, any Vice-President, the Treasurer, the Controller, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

                  "Original Issue Discount Security" means any Security which
provides that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.

                                        2

<PAGE>

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

                  "Principal" of a Security means the principal amount due on
the stated maturity of the Security plus the premium, if any, on the Security.

                  "Securities" means the Securities authenticated and delivered
under this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time.

                  "Subsidiary" means any corporation, partnership or limited
liability company of which the Company, or the Company and one or more
Subsidiaries, or any one or more Subsidiaries, directly or indirectly own (i) in
the case of a corporation, 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 of
securities to vote for the election of one or more directors, (ii) in the case
of a partnership, at least a majority of the general partnership interests and
at least a majority of total outstanding partnership interests or (iii) in the
case of a limited liability company, at least a majority of the membership
interests.

                  "TIA" means the Trust Indenture Act of 1939, as amended from
time to time, and as in effect on the date of execution of this Indenture;
provided, however, that in the event the TIA is amended after such date, "TIA"
means, to the extent required by such amendment, the Trust Indenture Act, as so
amended.

                  "Trustee" means the party named as such above until a
successor becomes such pursuant to this Indenture and thereafter means or
includes each party who is then a trustee hereunder, and if at any time there is
more than one such party, "Trustee" as used with respect to the Securities of
any series means the Trustee with respect to Securities of that series. If
Trustees with respect to different series of Securities are trustees under this
Indenture, nothing herein shall constitute the Trustees co-trustees of the same
trust, and each Trustee shall be the trustee of a trust separate and apart from
any trust administered by any other Trustee with respect to a different series
of Securities.

                  "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

                  "U.S. Government Obligations" means securities which are (i)
direct obligations of The United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of The United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by The United States of America which are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. 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

                                        3

<PAGE>

holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation evidenced by such depository receipt.

Section 1.02        Other Definitions.

                  Term                                       Defined in Section
                  ----                                       ------------------
                  "Bankruptcy Law"                                  6.01
                  "Custodian"                                       6.01
                  "Event of Default"                                6.01
                  "Legal Holiday"                                  10.07
                  "Paying Agent"                                    2.03
                  "redemption price"                                3.03
                  "Registrar"                                       2.03
Section 1.03       Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "indenture securities" means the Securities.

                  "indenture securityholder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the Securities means the Company and any
successor obligor on the Securities.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
under the TIA have the meanings so assigned to them.

Section 1.04        Rules of Construction.

                  Unless the context otherwise requires:

                                (i)   a term has the meaning assigned to it;

                                (ii)  an accounting term not otherwise defined
                                      has the meaning assigned to it in
                                      accordance with GAAP;

                                (iii) "or" is not exclusive;

                                (iv)  words in the singular include the plural,
                                      and in the plural include the singular;
                                      and

                                        4

<PAGE>

                                (v)   provisions apply to successive events and
                                      transactions.

                                   ARTICLE 2
                                 THE SECURITIES

Section 2.01        Unlimited In Amount, Issuable In Series, Form and Dating.

                  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. There shall be established in or pursuant
to a Board Resolution or an Officers' Certificate pursuant to authority granted
under a Board Resolution or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

                  (a) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

                  (b) any limit upon the aggregate principal amount of
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to this Article 2);

                  (c) the price or prices (expressed as a percentage of the
aggregate principal amount thereof) at which the Securities of the series will
be issued;

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

                  (e) the rate or rates which may be fixed or variable at which
the Securities of the series shall bear interest, if any, or the manner in which
such rate or rates shall be determined, the date or dates from which such
interest shall accrue, the interest payment dates on which such interest shall
be payable and the record dates for the determination of Holders to whom
interest is payable;

                  (f) the place or places where the principal of and any
interest on Securities of the series shall be payable, if other than as provided
herein;

                  (g) the price or prices at which (if any), the period or
periods within which (if any) and the terms and conditions upon which (if other
than as provided herein) Securities of the series may be redeemed, in whole or
in part, at the option, or as an obligation, of the Company;

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

                                        5

<PAGE>

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

         (j) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02
hereof;

         (k) any addition to or change in the covenants set forth in Article 4
which applies to Securities of the series;

         (l) any Events of Default with respect to the Securities of a
particular series, if not set forth herein;

         (m) the Trustee for the series of Securities;

         (n) whether the Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities; the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Securities, and the depositary for such Global
Security and Securities;

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

         (p) the form and terms of any guarantee of the Securities of the series
and the execution of this Indenture by any guarantor;

         (q) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may modify or
delete any provision of this Indenture with respect to such series; provided,
however, that no such term may modify or delete any provision hereof if imposed
by the TIA; and provided, further, that any modification or deletion of the
rights, duties or immunities of the Trustee hereunder shall have been consented
to in writing by the Trustee).

         All Securities of any series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or Officers' Certificate or in any such indenture supplemental
hereto.

         The principal of and any interest on the Securities shall be payable at
the office or agency of the Company designated in the form of Security for the
series (each such place herein called the "Place of Payment"); provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Securities referred to in Section 2.03 hereof.

         Each Security shall be in one of the forms approved from time to time
by or pursuant to a Board Resolution or Officers' Certificate, or established in
one or more indentures supplemental hereto. Prior to the delivery of a Security
to the Trustee for authentication in any form approved by or pursuant to a Board
Resolution or Officers' Certificate, the Company shall deliver to the Trustee
the Board Resolution or Officers' Certificate by or pursuant to which such

                                        6

<PAGE>

form of Security has been approved, which Board Resolution or Officers'
Certificate shall have attached thereto a true and correct copy of the form of
Security which has been approved by or pursuant thereto.

               The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Security shall be dated the
date of its authentication.

Section 2.02      Execution and Authentication.

               Two Officers shall sign the Securities for the Company by manual
or facsimile signature. The Company's seal shall be reproduced on the Securities
manually or by facsimile.

               If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

               A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

               At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication. The Trustee shall
thereupon authenticate and make available for delivery said Securities to or
upon the Written Request of the Company. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and, subject to
Section 1.01, shall be fully protected in relying upon:

               (a) A copy of the resolution or resolutions of the Board of
Directors in or pursuant to which the terms and form of the Securities were
established, certified by the Secretary of an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and
effect as of the date of such certificate, or if the terms and form of such
Securities are established by an Officers' Certificate pursuant to general
authorization of the Board of Directors, such Officers' Certificate;

               (b) an executed supplement indenture, if any; and

               (c) an Officers' Certificate delivered in accordance with
Sections 10.04 and 10.05.

               The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

               The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes

                                        7

<PAGE>

authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

Section 2.03      Registrar and Paying Agent.

               The Company shall maintain an office or agency where Securities
of a particular series may be presented for registration of transfer or for
exchange (the "Registrar") and an office or agency where Securities of that
series may be presented for payment (a "Paying Agent"). The Registrar for a
particular series of Securities shall keep a register of the Securities of that
series and of their transfer and exchange. The Company may appoint one or more
co-Registrars and one or more additional paying agents for each series of
Securities. The term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent, Registrar or co-Registrar without prior
notice to any Securityholder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture.

               If the Company fails to maintain a Registrar or Paying Agent for
any series of Securities, the Trustee shall act as such. The Company or any of
its Affiliates may act as Paying Agent, Registrar or co-Registrar.

               The Company hereby appoints the Trustee the initial Registrar and
Paying Agent for each series of Securities unless another Registrar or Paying
Agent, as the case may be, is appointed prior to the time Securities of that
series are first issued.

Section 2.04      Paying Agent to Hold Money in Trust.

               Whenever the Company has one or more Paying Agents it will, prior
to each due date of the principal of or interest on, any Securities, deposit
with a Paying Agent a sum sufficient to pay the principal or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

               The Company shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent will hold in trust for the
benefit of the Securityholders of the particular series for which it is acting,
or the Trustee, all money held by the Paying Agent for the payment of principal
or interest on the Securities of such series, and that such Paying Agent will
notify the Trustee of any Default by the Company or any other obligor of the
series of Securities in making any such payment and 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. If
the Company or an Affiliate acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Securityholders of the particular
series for which it is acting all money held by it as Paying Agent. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon so doing, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for such money. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

                                        8

<PAGE>

Section 2.05      Securityholder Lists.

               The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders, separately by series, and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven business days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders, separately by series, relating to such interest
payment date or request, as the case may be.

Section 2.06      Transfer and Exchange.

               Where Securities of a series are presented to the Registrar or a
co-Registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same series of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Company shall issue and the Trustee shall
authenticate Securities at the Registrar's request.

               No service charge shall be made for any registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.10, 3.06 or 9.04).

               The Company need not issue, and the Registrar or co-Registrar
need not register the transfer or exchange of, (i) any Security of a particular
series during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of Securities of that series under
Section 3.02 and ending at the close of business on the day of such mailing, or
(ii) any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security of that series being redeemed in part.

Section 2.07      Replacement Securities.

               If a mutilated Security is surrendered to the Trustee or if the
Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security of same series if the Company's and the Trustee's
requirements are met. The Trustee or the Company shall require an indemnity bond
to be furnished which is sufficient in the judgment of both to protect the
Company, the Trustee, and any Agent from any loss which any of them may suffer
if a Security is replaced. The Company may charge such Holder for its expenses
in replacing a Security.

               Every replacement Security is an obligation of the Company and
shall be entitled to all the benefit of the Indenture equally and
proportionately with any and all other Securities of the same series.

                                        9

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Section 2.08      Outstanding Securities.

               The Securities of any series outstanding at any time are all the
Securities of that series authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

               If a Security is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

               If Securities are considered paid under Section 4.01, they cease
to be outstanding and interest on them ceases to accrue.

               Except as set forth in Section 2.09 hereof, a Security does not
cease to be outstanding because the Company or an Affiliate holds the Security.

               For each series of Original Issue Discount Securities, the
principal amount of such Securities that shall be deemed to be outstanding and
used to determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination. When
requested by the Trustee, the Company will advise the Trustee of such amount,
showing its computations in reasonable detail.

Section 2.09      Treasury Securities.

               In determining whether the Holders of the required principal
amount of Securities of any series have concurred in any direction, waiver or
consent, Securities owned by the Company or an Affiliate shall be considered as
though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which a Trust Officer of the Trustee actually knows
are so owned shall be so considered.

Section 2.10      Temporary Securities.

               Until definitive Securities are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Securities upon a
Company Request signed by one Officer of the Company. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities.

               Holders of temporary securities shall be entitled to all of the
benefits of this Indenture.

                                       10

<PAGE>

Section 2.11   Cancellation.

               The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement or cancellation. The Company may not
issue new Securities to replace Securities that it has paid or that have been
delivered to the Trustee for cancellation.

Section 2.12   Defaulted Interest.

               If the Company fails to make a payment of interest on any
series of Securities, it shall pay such defaulted interest plus (to the extent
lawful) any interest payable on the defaulted interest, in any lawful manner. It
may elect to pay such defaulted interest, plus any such interest payable on it,
to the Persons who are Holders of such Securities on which the interest is due
on a subsequent special record date. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each such
Security. The Company shall fix any such record date and payment date for such
payment. At least 15 days before any such record date, the Company shall mail to
Securityholders affected thereby a notice that states the record date, payment
date, and amount of such interest to be paid.

Section 2.13   Special Record Dates.

               (a) The Company may, but shall not be obligated to, set a record
date for the purpose of determining the identity of Holders entitled to consent
to any supplement, amendment or waiver permitted by this Indenture. If a record
date is fixed, the Holders of Securities of that series outstanding on such
record date, and no other Holders, shall be entitled to consent to such
supplement, amendment or waiver or revoke any consent previously given, whether
or not such Holders remain Holders after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities of that series required
hereunder for such amendment or waiver to be effective shall have also been
given and not revoked within such 90-day period.

               (b) The Trustee may, but shall not be obligated to, fix any day
as a record date for the purpose of determining the Holders of any series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction. If a record date is fixed, the Holders of Securities of
that series outstanding on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
no such action shall be effective hereunder unless taken on or prior to the date
90 days after such record date.

Section 2.14   CUSIP Numbers.

               The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a

                                       11

<PAGE>

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

                                    ARTICLE 3
                                   REDEMPTION

Section 3.01      Notices to Trustee.

               If the Company elects to redeem Securities of any series pursuant
to any optional redemption provisions thereof, it shall notify the Trustee of
the redemption date and the principal amount of Securities of that series to be
redeemed.

               The Company shall give the notice provided for in this Section at
least 45 days before the redemption date (unless a shorter notice period shall
be satisfactory to the Trustee), which notice shall specify the provisions of
such Security pursuant to which the Company elects to redeem such Securities.

               If the Company elects to reduce the principal amount of
Securities of any series to be redeemed pursuant to mandatory redemption
provisions thereof, it shall notify the Trustee of the amount of, and the basis
for, any such reduction. If the Company elects to credit against any such
mandatory redemption Securities it has not previously delivered to the Trustee
for cancellation, it shall deliver such Securities with such notice.

Section 3.02      Selection of Securities to Be Redeemed.

               If less than all the Securities of any series are to be redeemed,
the Trustee shall select the Securities of that series to be redeemed by a
method that complies with the requirements of any exchange on which the
Securities of that series are listed, or, if the Securities of that series are
not listed on an exchange, on a pro rata basis or by lot. The Trustee shall make
the selection not more than 75 days and not less than 30 days before the
redemption date from Securities of that series outstanding and not previously
called for redemption. Except as otherwise provided as to any particular series
of Securities, Securities and portions thereof that the Trustee selects shall be
in amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly in writing of the Securities or portions of Securities to be called for
redemption.

Section 3.03      Notice of Redemption.

               Except as otherwise provided as to any particular series of
Securities, at least 15 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption to each Holder whose Securities
are to be redeemed.

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<PAGE>

               The notice shall identify the Securities of the series to be
redeemed and shall state:

                     (1) the redemption date;

                     (2) the redemption price fixed in accordance with the terms
               of the Securities of the series to be redeemed, plus accrued
               interest, if any, to the date fixed for redemption (the
               "redemption price");

                     (3) if any Security is being redeemed in part, the portion
               of the principal amount of such Security to be redeemed and that,
               after the redemption date, upon surrender of such Security, a new
               Security or Securities in principal amount equal to the
               unredeemed portion will be issued;

                     (4) the name and address of the Paying Agent;

                     (5) that Securities called for redemption must be
               surrendered to the Paying Agent to collect the redemption price;

                     (6) that, unless the Company defaults in payment of the
               redemption price, interest on Securities called for redemption
               ceases to accrue on and after the redemption date; and

                     (7) the CUSIP number, if any, of the Securities to be
               redeemed.

               At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. The notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given
whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice of the Holder of any Security
shall not affect the validity of the proceeding for the redemption of any other
Security.

Section 3.04      Effect of Notice of Redemption.

               Once notice of redemption is mailed in accordance with Section
3.03 hereof, Securities called for redemption become due and payable on the
redemption date for the redemption price. Upon surrender to the Paying Agent,
such Securities will be paid at the Redemption Price.

Section 3.05      Deposit of Redemption Price.

               On or before 10:00 a.m., Eastern time, on the redemption date,
the Company shall deposit with the Paying Agent (or, if the Company or any
Affiliate is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of all Securities called for redemption
on that date other than Securities which have previously been delivered by the
Company to the Trustee for cancellation. The Paying Agent shall return to the
Company any money not required for that purpose.

                                       13

<PAGE>

Section 3.06      Securities Redeemed in Part.

               Upon surrender of a Security that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Security of same series equal in principal amount
to the unredeemed portion of the Security surrendered.

                                    ARTICLE 4
                                    COVENANTS

Section 4.01      Payment of Securities.

               The Company shall pay or cause to be paid the principal of and
interest on the Securities on the dates and in the manner provided in this
Indenture and the Securities. Principal and interest shall be considered paid on
the date due if the Paying Agent, if other than the Company or an Affiliate,
holds as of 10:00 a.m. Eastern Time on that date immediately available funds
designated for and sufficient to pay all principal and interest then due.

               To the extent lawful, the Company shall pay interest on overdue
principal and overdue installments of interest at the rate per annum borne by
the applicable series of Securities.

Section 4.02      Maintenance of Office or Agency.

               The Company shall maintain in the Borough of Manhattan, the City
of New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. 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.

               The Company may also from time to time designate one or more
other offices or agencies where the Securities 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 the Borough of Manhattan, the City of New York 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.

               The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

Section 4.03      Commission Reports.

               The Company shall deliver to the Trustee within 15 days after it
files them 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 by rules and

                                       14

<PAGE>

regulations prescribe) which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act; provided, however the
Company shall not be required to deliver to the Trustee any materials for which
the Company has sought and received confidential treatment by the Commission.
The Company also shall comply with the other provisions of TIA Section 314(a).

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

Section 4.04      Compliance Certificate.

               The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, an Officers' Certificate stating
that in the course of the performance by the signers of their duties as officers
of the Company, they would normally have knowledge of any failure by the Company
to comply with all conditions, or default by the Company with respect to any
covenants, under this Indenture, and further stating whether or not they have
knowledge of any such failure or default and, if so, specifying each such
failure or default and the nature thereof. For purposes of this Section, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided for in this Indenture. The certificate need not
comply with Section 10.04.

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

Section 4.05      Taxes.

               The Company shall pay prior to delinquency, all material taxes,
assessments, and governmental levies except as contested in good faith by
appropriate proceedings.

Section 4.06      Stay, Extension and Usury Laws.

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

                                       15

<PAGE>

Section 4.07      Corporate Existence.

               Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of each Subsidiary and (ii) the
rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

Section 4.08      Calculation of Original Issue Discount.

               The Company shall file with the Trustee promptly at the end of
each calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01      When Company May Merge, etc.

               The Company shall not consolidate or merge with or into (whether
or not the Company is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions to any Person unless:

                     (1) the Company is the surviving corporation or the Person
               formed by or surviving any such consolidation or merger (if other
               than the Company) or to which such sale, assignment, transfer,
               lease, conveyance or other disposition shall have been made is a
               corporation organized and existing under the laws of the United
               States, any state thereof or the District of Columbia;

                     (2) the Person formed by or assuming any such consolidation
               or merger (if other than the Company) or the Person to which such
               sale, assignment, transfer, lease, conveyance or other
               disposition shall have been made assumes by supplemental
               indenture all the obligations of the Company under the Securities
               and this Indenture; and

                     (3) immediately prior to and after giving effect to the
               transaction no Default or Event of Default shall have occurred
               and be continuing.

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<PAGE>

The Company shall deliver to the Trustee on or prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

Section 5.02      Successor Corporation Substituted.

               Upon any consolidation or merger, or any transfer by the Company
(other than by lease) of all or substantially all of the assets of the Company
in accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein. In the event of any
such transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in respect of the Securities and the Indenture, and
the predecessor Company may be dissolved, wound up or liquidated at any time
thereafter.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

               An "Event of Default" occurs with respect to Securities of any
particular series if, unless in the establishing Board Resolution, Officers'
Certificate or supplemental indenture hereto, it is provided that such series
shall not have the benefit of said Event of Default:

                     (1) the Company defaults in the payment of interest on any
               Security of that series when the same becomes due and payable and
               the Default continues for a period of 30 days;

                     (2) the Company defaults in the payment of the principal of
               any Security of that series when the same becomes due and payable
               at maturity, upon redemption or otherwise;

                     (3) an Event of Default, as defined in the Securities of
               that series, occurs and is continuing, or the Company fails to
               comply with any of its other agreements in the Securities of that
               series or in this Indenture with respect to that series and the
               Default continues for the period and after the notice specified
               below;

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

                           (A) commences a voluntary case;

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

                                       17

<PAGE>

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

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

                         (E) admits in writing its inability generally to pay
                     its debts as the same become due.

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

                         (A) is for relief against the Company in an involuntary
                     case;

                         (B) appoints a Custodian of the Company or for all or
                     substantially all of its property; or

                         (C) orders the liquidation of the Company;

             and the order or decree remains unstayed and in effect for 60 days.

                     (6) any other Event of Default provided with respect to
             Securities of that series which is specified in a Board Resolution,
             Officers' Certificate or supplemental indenture establishing that
             series of Securities.

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

             A Default under clause (3) above is not an Event of Default with
respect to a particular series of Securities until the Trustee or the Holders of
at least 50% in principal amount of the then outstanding Securities of that
series notify the Company of the Default and the Company does not cure the
Default within 30 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default."

Section 6.02      Acceleration.

             If an Event of Default with respect to Securities of any series
(other than an Event of Default specified in clauses (4) and (5) of Section
6.01) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 50% in principal amount of the then outstanding Securities
of that series by notice to the Company and the Trustee, may declare the unpaid
principal (or, in the case of Original Issue Discount Securities, such lesser
amount as may be provided for in such Securities) of and any accrued interest on
all the Securities of that series to be due and payable on the Securities of
that series. Upon such declaration the principal (or such lesser amount) and
interest shall be due and payable immediately. If an Event of Default specified
in clause (4) or (5) of Section 6.01 occurs, all of such amount shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. The Holders of a majority in principal amount of
the then outstanding Securities of

                                       18

<PAGE>

that series by notice to the Trustee may rescind an acceleration 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 except nonpayment of principal (or such lesser amount) or
interest that has become due solely because of the acceleration.

Section 6.03      Other Remedies.

               If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal or interest on the Securities of that series or to
enforce the performance of any provision of the Securities of that series or
this Indenture.

               The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04      Waiver of Past Defaults.

               Subject to Section 9.02, the Holders of a majority in principal
amount of the then outstanding Securities of any series by notice to the Trustee
may waive an existing Default or Event of Default with respect to that series
and its consequences except a Default or Event of Default in the payment of the
principal (including any mandatory sinking fund or like payment) of or interest
on any Security of that series (provided, however, that the Holders of a
majority in principal amount of the outstanding Securities of any series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration).

Section 6.05      Control by Majority.

               The Holders of a majority in principal amount of the then
outstanding Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy with respect to that series available
to the Trustee or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that is unduly prejudicial to the rights of another Holder of
Securities of that series, or that may involve the Trustee in personal
liability. The Trustee may take any other action which it deems proper which is
not inconsistent with any such direction.

Section 6.06      Limitation on Suits.

               A Holder of Securities of any series may not pursue a remedy with
respect to this Indenture or the Securities unless:

                  (1) the Holder gives to the Trustee written notice of a
               continuing Event of Default with respect to that series;

                                       19

<PAGE>

                   (2) the Holders of at least 50% in principal amount of the
               then outstanding Securities of that series make a written request
               to the Trustee to pursue the remedy;

                   (3) such Holder or Holders offer to the Trustee indemnity
               satisfactory to the Trustee against any loss, liability or
               expense;

                   (4) the Trustee does not comply with the request within 60
               days after receipt of the request and the offer and, if
               requested, the provision of indemnity; and

                   (5) during such 60-day period the Holders of a majority in
               principal amount of the then outstanding Securities of that
               series do not give the Trustee a direction inconsistent with the
               request.

No Holder of any series of Securities may use this Indenture to prejudice the
rights of another Holder of Securities of that series or to obtain a preference
or priority over another Holder of Securities of that series.

Section 6.07      Rights of Holders to Receive Payment.

               Notwithstanding any other provision of this Indenture, the right
of any Holder of a Security to receive payment of principal of and interest, if
any, on the Security, on or after the respective due dates expressed in the
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
the Holder.

Section 6.08      Collection Suit by Trustee.

               If an Event of Default specified in Section 6.01(1) or (2) occurs
and is continuing with respect to Securities of any series, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal (or such portion of the principal as
may be specified as due upon acceleration at that time in the terms of that
series of Securities) and interest, if any, remaining unpaid on the Securities
of that series then outstanding, together with (to the extent lawful) interest
on overdue principal and interest, and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07.

Section 6.09      Trustee May File Proofs of Claim.

               The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Securityholders allowed in any judicial proceedings relative to
the Company (or any other obligor on the Securities), its creditors or its
property and shall be entitled to and empowered to collect and receive any money
or other property payable or deliverable on any such claims and to distribute
the same, and any custodian in any such judicial proceedings is hereby
authorized by each

                                       20

<PAGE>

Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing contained herein shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding.

Section 6.10   Priorities.

               If the Trustee collects any money with respect to Securities of
any series pursuant to this Article, it shall pay out the money in the following
order:

                    First:     to the Trustee, its agents and attorneys for
                               amounts due under Section 7.07, including payment
                               of all compensation, expense and liabilities
                               incurred, and all advances made, by the Trustee
                               and the costs and expenses of collection;

                    Second:    to Securityholders for amounts due and unpaid on
                               the Securities of such series for principal and
                               interest, ratably, without preference or priority
                               of any kind, according to the amounts due and
                               payable on the Securities of such series for
                               principal and interest, respectively; and

                    Third:     to the Company or to such party as a court of
                               competent jurisdiction shall direct.

               The Trustee may fix a record date and payment date for any
payment to Holders of Securities of any series pursuant to this Section. The
Trustee shall notify the Company in writing reasonably in advance of any such
record date and payment date.

Section 6.11   Undertaking for Costs.

               In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defense made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the then outstanding Securities.

                                       21

<PAGE>

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01       Duties of Trustee.

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

               (b) Except during the continuance of an Event of Default known to
 the Trustee:

                          (i)     the duties of the Trustee shall be determined
                                  solely by the express provisions of this
                                  Indenture or the TIA and the Trustee need
                                  perform only those duties that are
                                  specifically set forth in this Indenture or
                                  the TIA and no others, and no implied
                                  covenants or obligations shall be read into
                                  this Indenture against the Trustee; and

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

               (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                          (i)     this paragraph does not limit the effect of
                                  paragraph (b) of this Section;

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

                                       22

<PAGE>

                          (iii)   the Trustee shall not be liable with respect
                                  to any action it takes or omits to take in
                                  good faith in accordance with a direction
                                  received by it pursuant to Section 6.05
                                  hereof.

               (d) Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section.

               (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives security and
indemnity satisfactory to it against any loss, liability or expense.

               (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Absent written instruction from the Company, the Trustee shall not be required
to invest any such money. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

Section 7.02        Rights of Trustee.

               Subject to TIA Section 315(a) through (d):

               (a) The Trustee may conclusively rely on any document believed by
it to be genuine and to have been signed or presented by the proper person. The
Trustee need not investigate any fact or matter stated in the document.

               (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel.

               (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

               (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers, unless the Trustee's conduct constitutes negligence.

               (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

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

                                       23

<PAGE>

               (g) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders 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.

               (h) The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee its principle corporate trust office, and such notice
references the Securities and this Indenture.

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

Section 7.03       Individual Rights of Trustee.

               The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to TIA
Sections 310(b) and 311.

Section 7.04       Trustee's Disclaimer.

               The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities other than its certificate of
authentication.

Section 7.05       Notice of Defaults.

               If a Default or Event of Default with respect to the Securities
of any series occurs and is continuing and if it is actually known to a Trust
Officer of the Trustee, the Trustee shall mail to all Holders of Securities of
that series a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment on any
such Security, the Trustee may withhold the notice if and so long as a committee
of its Trust Officers in good faith determines that withholding the notice is in
the interests of such Securityholders.

Section 7.06       Reports by Trustee to Holders.

               Within 60 days after May 1 in each year, the Trustee with respect
to any series of Securities shall mail to Holders of Securities of that series
as provided in TIA Section 313(c) a brief report dated as of such May 1 that
complies with TIA Section 313(a) (if such report is required by TIA Section
313(a)). The Trustee shall also comply with TIA Section 313(b).

                                       24

<PAGE>

               A copy of each report at the time of its mailing to
Securityholders shall be mailed to the Company and filed with the Commission and
each stock exchange on which any of the Securities are listed, as required by
TIA Section 313(d). The Company shall promptly notify the Trustee when the
Securities are listed on any stock exchange or of any delisting thereof.

Section 7.07       Compensation and Indemnity.

               The Company shall pay to the Trustee from time to time such
compensation as shall be agreed upon in writing for its services hereunder. The
Company shall reimburse the Trustee upon written request for all reasonable
out-of-pocket expenses incurred by it. Such expenses shall include the
reasonable compensation and out-of-pocket expenses of the Trustee's agents and
counsel.

               The Company shall indemnify each of the Trustee and any
predecessor Trustee for any and all loss, damage, claim, expense or liability
incurred by it, without negligence or bad faith on its part, in connection with
the acceptance or administration of this Indenture and its duties hereunder. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent.

               To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee in its capacity as Trustee, except money or property
held in trust to pay principal and interest on particular Securities. Such lien
will survive the satisfaction and discharge of this Indenture.

               If the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

Section 7.08       Replacement of Trustee.

               A resignation or removal of the Trustee with respect to one or
more or all series of Securities and appointment of a successor Trustee shall
become effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

               The Trustee may resign with respect to one or more or all series
of Securities by so notifying the Company in writing. The Holders of a majority
in principal amount of the then outstanding Securities of any series may remove
the Trustee as to that series by so notifying the Trustee in writing and may
appoint a successor Trustee with the Company's consent. The Company may remove
the Trustee with respect to one or more or all series of Securities if:

                    (1) the Trustee fails to comply with Section 7.10;

                    (2) the Trustee is adjudged a bankrupt or an insolvent;

                                       25

<PAGE>

               (3) a receiver or other public officer takes charge of the
          Trustee or its property; or

               (4) the Trustee becomes incapable of acting.

          If, as to any series of Securities, the Trustee resigns or is removed
or if a vacancy exists in the office of Trustee for any reason, the Company
shall promptly appoint a successor Trustee for that series. Within one year
after the successor Trustee with respect to any series takes office, the Holders
of a majority in principal amount of the then outstanding Securities of that
series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. If a successor Trustee as to a particular series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal
amount of the then outstanding Securities of that series may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee.

          If the Trustee fails to comply with Section 7.10 with respect to any
series, any Holder of Securities of that series who satisfies the requirements
of TIA Section 310(b) may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for that
series.

          A successor Trustee as to any series of Securities shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company. Immediately after that, the retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee (subject to the lien
provided for in Section 7.07), the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture as to that series.
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

          Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee.

          In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
shall contain such provisions as shall be 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
or desirable to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; provided, however, that nothing herein or in
such supplemental Indenture shall constitute such Trustee co-trustees of the
same trust and that each

                                       26

<PAGE>

such Trustee shall be trustee of a trust hereunder separate and apart from any
trust hereunder administered by any other such Trustee.

               Upon the execution and delivery of such supplemental Indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

Section 7.09      Successor Trustee by Merger, etc.

               If the Trustee as to any series of Securities consolidates,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any
further act shall be the successor Trustee as to that series.

Section 7.10   Eligibility; Disqualification.

               Each series of Securities shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee as
to any series of Securities shall always have a combined capital and surplus of
at least $25,000,000 as set forth in its most recent published annual report of
condition. The Trustee is subject to TIA Section 310(b).

Section 7.11   Preferential Collection of Claims Against Company.

               The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                   ARTICLE 8
                      SATISFACTION AND DISCHARGE DEFEASANCE

Section 8.01      Satisfaction and Discharge of Indenture.

               This Indenture shall upon Company Order cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

               (a)  either

                              (i)   all Securities theretofore authenticated and
                                    delivered (other than Securities that have
                                    been destroyed, lost stolen and that have
                                    been replaced or paid) have been delivered
                                    to the Trustee for cancellation; or

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

                                       27

<PAGE>

                    (2) have become due and payable, or

                    (3) will become due and payable at their stated maturity
               within one year, or

                    (4) 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, or

                    (5) are deemed paid and discharged pursuant to Section 8.03,
               as applicable;

and the Company, in the case of (1), (2) or (3) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust an amount sufficient
for the purpose of paying and discharging the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to
the stated maturity or redemption date, as the case may be;

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

               (c) the Company has delivered to the 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 have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this
Section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.03, the obligations of the Trustee under
Section 8.02 and Section 8.05 shall survive.

Section 8.02       Application of Trust Funds; Indemnification.

               (a) Subject to the provisions of Section 8.05, all money
deposited with the Trustee pursuant to Section 8.01, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 8.03 or
8.04 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by the
Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.03 and 8.04.

                                       28

<PAGE>

               (b) The Company shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

               (c) The Trustee shall deliver or pay to the Company from time to
time upon Company Request any U.S. Government Obligations or money held by it as
provided in Sections 8.03 or 8.04 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.

Section 8.03      Legal Defeasance of Securities of any Series.

               Unless this Section 8.03 is otherwise specified to be
inapplicable to Securities of any series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Securities of
any such series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such series, shall no longer be in effect (and
the Trustee, at the expense of the Company, shall, upon Company Request, execute
proper instruments acknowledging the same), except as to:

               (a) the rights of Holders of Securities of such series to
receive, from the trust funds described in subparagraph (d) hereof, (i) payment
of the principal of an each installment of principal of or interest on the
outstanding Securities of such series on the stated maturity of such principal
of or interest and (ii) the benefit of any mandatory sinking fund payments
applicable to the Securities of such series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the
Securities of such series;

               (b) the Company's obligations with respect to such Securities of
such series under Sections 2.03, 2.06 and 2.07; and

               (c) the rights, powers, trust and immunities of the Trustee
hereunder and the duties of the Trustee under Section 8.02 and the duty of the
Trustee to authenticate Securities of such series issued on registration of
transfer of exchange; provided that, the following conditions shall have been
satisfied:

               (d) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for and dedicated
solely to the benefit of the Holders of such Securities, cash in U.S. Dollars
and/or U.S. Government Obligations which through the payment of interest and
principal in respect thereof, in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of

                                       29

<PAGE>

any payment of money, an amount in cash, sufficient, 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
each installment of principal (including mandatory sinking fund or analogous
payments) of and interest, if any, on all the Securities of such series on the
dates such installments of interest or principal are due;

               (e) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

               (f) no Default or Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such deposit
or during the period ending on the 91st day after such date;

               (g) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred;

               (h) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Securities of such series over any other
creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company;

               (i) such deposit shall not result in the trust arising from such
deposit constituting an investment company (as defined in the Investment Company
Act of 1940, as amended), or such trust shall be qualified under such Act or
exempt from regulation thereunder; and

               (j) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this Section
have been complied with.

Section 8.04      Covenant Defeasance.

               Unless this Section 8.04 is otherwise inapplicable to Securities
of any series, on and after the 91st day after the date of the deposit referred
to in subparagraph (a) hereof, the Company may omit to comply with any term,
provision or condition set forth under Sections 4.03, 4.04, 4.05, 4.06, 4.07 and
5.01 as well as any additional covenants contained in a supplemental indenture
hereto for a particular series of Securities or a Board Resolution or an
Officers' Certificate delivered pursuant to Section 2.01(n) (and the failure to
comply with any

                                       30

<PAGE>

such provisions shall not constitute a Default or Event of Default under Section
6.01) and the occurrence of any event described in clause (e) of Section 6.01
shall not constitute a Default or Event of Default hereunder, with respect to
the Securities of such series, provided that the following conditions shall have
been satisfied:

               (a) With reference to this Section 8.04, the Company has
deposited or caused to be irrevocably deposited (except as provided in Section
8.03) with the Trustee as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities,
cash in U.S. Dollars and/or U.S. Government Obligations which through the
payment of interest and principal in respect thereof, in accordance with their
terms, will provide (and without reinvestment and assuming no tax liability will
be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay principal and
interest, if any, on and any mandatory sinking fund in respect of the Securities
of such series on the dates such installments of interest or principal are due;

               (b) Such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

               (c) No Default or Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such deposit
or during the period ending on the 91st day after such date;

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

               (e) The Company shall have delivered to the Trustee an Officers'
Certificate stating the deposit was not made by the Company with the intent of
preferring the Holders of the Securities of such series over any other creditors
of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company; and

               (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this
Section have been complied with.

Section 8.05      Repayment to Company.

               The Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal or interest
that remains unclaimed for two

                                       31

<PAGE>

years after the date upon which such payment shall have become due. After
payment to the Company, Securityholders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another Person.

                                    ARTICLE 9
                       SUPPLEMENTS, AMENDMENTS AND WAIVERS

Section 9.01      Without Consent of Holders.

               The Company and the Trustee as to any series of Securities may
supplement or amend this Indenture or the Securities without notice to or the
consent of any Securityholder:

                    (1) to cure any ambiguity, defect or inconsistency;

                    (2) to comply with Article 5;

                    (3) to comply with any requirements of the Commission in
               connection with the qualification of this Indenture under the
               TIA;

                    (4) to provide for uncertificated Securities in addition to
               or in place of certificated Securities;

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

                    (6) to make any change that does not adversely affect in any
               material respect the interests of the Securityholders of any
               series; or

                    (7) to establish additional series of Securities as
               permitted by Section 2.01.

Section 9.02      With Consent of Holders.

               Subject to Section 6.07, the Company and the Trustee as to any
series of Securities may amend this Indenture or the Securities of that series
with the written consent of the Holders of a majority in principal amount of the
then outstanding Securities of each series affected by the amendment, with each
such series voting as a separate class. The Holders of a majority in principal
amount of the then outstanding Securities of any series may also waive
compliance in a particular instance by the Company with any provision of this
Indenture with respect to that series or the Securities of that series;
provided, however, that without the consent of each Securityholder affected, an
amendment or waiver may not:

                                       32

<PAGE>

                    (1) reduce the percentage of the principal amount of
               Securities whose Holders must consent to an amendment or waiver;

                    (2) reduce the amount of, or postpone the date fixed for,
               the payment of any sinking fund or analogous provision;

                    (3) reduce the rate of, or change the time for payment of
               interest on, any Security;

                    (4) reduce the principal of or change the fixed maturity of
               any Security or waive a redemption payment or alter the
               redemption provisions with respect thereto;

                    (5) make any Security payable in money other than that
               stated in the Security;

                    (6) reduce the principal amount of Original Issue Discount
               Securities payable upon acceleration of the maturity thereof;

                    (7) make any change in Section 6.04, 6.07 or 9.02 (this
               sentence); or

                    (8) waive a default in the payment of the principal of, or
               interest on, any Security, except to the extent otherwise
               provided for in Section 6.02.

               An amendment or waiver under this Section which waives, changes
or eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.

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

               The Company will mail supplemental indentures to Holders upon
request. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture or waiver.

Section 9.03      Revocation and Effect of Consents.

               Until an amendment or waiver becomes effective, a consent to it
by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security; provided, however, that unless a record date shall have
been established pursuant to Section 2.13(a), any such Holder or subsequent
Holder

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<PAGE>

may revoke the consent as to his Security or portion of a Security if the
Trustee receives the notice of revocation before the date on which the amendment
or waiver becomes effective. An amendment or waiver shall become effective on
receipt by the Trustee of consents from the Holders of the requisite percentage
principal amount of the outstanding Securities of any series, and thereafter
shall bind every Holder of Securities of that series.

Section 9.04      Notation on or Exchange of Securities.

               If an amendment or waiver changes the terms of a Security: (a)
the Trustee may require the Holder of the Security to deliver it to the Trustee,
the Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or (b) if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.

Section 9.05      Trustee to Sign Amendments, etc.

               The Trustee shall receive an Opinion of Counsel stating that the
execution of any amendment or waiver proposed pursuant to this Article is
authorized or permitted by this Indenture. Subject to the preceding sentence,
the Trustee shall sign such amendment or waiver if the same does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver which affects the Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise.

                                   ARTICLE 10
                                  MISCELLANEOUS

Section 10.01     Indenture Subject to Trust Indenture Act.

               This Indenture is subject to the provisions of the TIA which are
required to be part of this Indenture, and shall, to the extent applicable, be
governed by such provisions.

Section 10.02     Notices.

               Any notice or communication is duly given if in writing and
delivered in person or sent by first-class mail, telecopier or overnight air
courier guaranteeing next day delivery, addressed as follows:

               If to the Company:

                             Advanced Micro Devices, Inc.
                             One AMD Place
                             Sunnyvale, California 94086
                             Attention: General Counsel

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<PAGE>

               If to the Trustee:

                               The Bank of New York
                               101 Barclay Street, Floor 8 West
                               New York, New York 10286
                               Attention: Corporate Trust Trustee Administration

               The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

               All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

               Any notice or communication to a Securityholder shall be mailed
by first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

               If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

Section 10.03     Communication By Holders With Other Holders.

               Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 10.04     Certificate and Opinion as to Conditions Precedent.

               Upon any request or application by the Company to the Trustee to
take any action under this Indenture (except for the initial issuance of
Securities under this Indenture), the Company shall furnish to the Trustee:

               (a) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

               (b) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

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<PAGE>

Section 10.05     Statements Required in Certificate or Opinion.

               Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the certificate
provided for in Section 4.03) shall include:

                    (1) a statement that the Person making such certificate or
               opinion has read such covenant or condition;

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

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

                    (4) a statement as to whether or not, in the opinion of such
               Person, such condition or covenant has been complied with;
               provided, however, that with respect to matters of fact an
               Opinion of Counsel may rely on an Officers' Certificate or
               certificates of public officials.

Section 10.06     Rules by Trustee and Agents.

               The Trustee as to Securities of any series may make reasonable
rules for action by or at a meeting of Holders of Securities of that series. The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.

Section 10.07     Legal Holidays.

               A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions in New York, New York, are not required to be open. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

Section 10.08     No Recourse Against Others.

               A past, present or future director, officer, employee,
stockholder or incorporator, as such, of the Company or any successor
corporation shall not have any liability for any obligations of the Company
under any series of Securities or the Indenture or for any claim based on, in
respect of, or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration of issuance of the
Securities. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that such a waiver
is against public policy.

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<PAGE>

Section 10.09     Counterparts.

               This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

Section 10.10     Governing Law.

               The internal laws of the State of New York shall govern this
Indenture and the Securities, without regard to the conflict of laws provisions
thereof.

Section 10.11     Severability.

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

Section 10.12     Effect of Headings, Table of Contents, etc.

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

Section 10.13     Successors and Assigns.

               All covenants and agreements of the Company in this Indenture and
the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successor.

Section 10.14     No Interpretation of Other Agreements.

               This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any Subsidiary. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

                                       37

<PAGE>

                                   SIGNATURES

                  IN WITNESS WHEREOF, the parties hereto have executed this
Indenture as of the date first above written.

                                 ADVANCED MICRO DEVICES, INC.

                                 By  /s/ Robert J. Rivet
                                   ----------------------------------------
                                   Name: Robert J. Rivet
                                   Title: Senior Vice President, Chief Financial
                                          Officer

                                 THE BANK OF NEW YORK,
                                   as Trustee

                                 By  /s/ Michael Pitfick
                                   ----------------------------------------
                                   Name: Michael Pitfick
                                   Title: Assistant Vice President

                                    38