Exhibit 4.6

                                 CIT GROUP INC.,
                                   the Company

                                       and

                           JPMORGAN CHASE BANK, N.A.,

                                     Trustee

                                       and

          JPMORGAN CHASE BANK, N.A., acting through its London branch,
      Issuing and Paying Agent, Calculation Agent and Authenticating Agent

                                   ----------

                             SUBORDINATED INDENTURE

                                   ----------

                            Dated as of June 2, 2006

                               Subordinated Notes


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                                Table of Contents

                                                                            Page

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1 Definitions ...................................................    1
Section 1.2 Compliance Certificates and Opinions ..........................   11
Section 1.3 Form of Documents Delivered to Trustee ........................   12
Section 1.4 Acts of Holders ...............................................   12
Section 1.5 Notices, etc. to Trustee and Company ..........................   13
Section 1.6 Notice to Holders of Notes; Waiver ............................   14
Section 1.7 Language of Notices ...........................................   15
Section 1.8 Effect of Headings and Table of Contents ......................   15
Section 1.9 Successors and Assigns ........................................   15
Section 1.10 Separability Clause ..........................................   15
Section 1.11 Benefits of Indenture ........................................   16
Section 1.12 Governing Law ................................................   16
Section 1.13 Legal Holidays ...............................................   16
Section 1.14 Counterparts .................................................   16
Section 1.15 Judgment Currency ............................................   16
Section 1.16 No Security Interest Created .................................   17
Section 1.17 Limitation on Individual Liability ...........................   17

                                    ARTICLE 2
                                   NOTES FORMS

Section 2.1 Forms Generally ...............................................   18
Section 2.2 Temporary Global Note; Permanent Global Note;
              Definitive Note .............................................   18
Section 2.3 Form of Trustee's Certificate of Authentication ...............   21
Section 2.4 Notes in Global Form ..........................................   21
Section 2.5 Transfer of Notes .............................................   22

                                    ARTICLE 3
                                    THE NOTES

Section 3.1 Amount Unlimited; Issuable in Series ..........................   22
Section 3.2 Currency; Denominations .......................................   25
Section 3.3 Execution, Authentication, Delivery and Dating ................   26
Section 3.4 Exchange 27

Section 3.5 Mutilated, Destroyed, Lost and Stolen Notes ...................   28
Section 3.6 Payment of Interest and Principal; Rights to
              Interest Preserved ..........................................   29
Section 3.7 Payment of Additional Amounts .................................   30
Section 3.8 Persons Deemed Owners .........................................   33
Section 3.9 Cancellation ..................................................   33
Section 3.10 Computation of Interest ......................................   34


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                                    ARTICLE 4
   SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE AND COVENANT DEFEASANCE

Section 4.1 Satisfaction and Discharge ....................................   34
Section 4.2 Defeasance and Covenant Defeasance ............................   35
Section 4.3 Application of Trust Money ....................................   39
Section 4.4 Reinstatement .................................................   39
Section 4.5 Qualifying Trustee ............................................   40

                                    ARTICLE 5
                                    REMEDIES

Section 5.1 Events of Default .............................................   40
Section 5.2 Acceleration of Maturity; Rescission and Annulment ............   42
Section 5.3 Collection of Indebtedness and Suits for Enforcement
            by Trustee ....................................................   43
Section 5.4 Trustee May File Proofs of Claim ..............................   44
Section 5.5 Trustee May Enforce Claims without Possession of
              Notes or Coupons ............................................   44
Section 5.6 Application of Money Collected ................................   45
Section 5.7 Limitations on Suits ..........................................   45
Section 5.8 Unconditional Right of Holders to Receive Principal and any
              Premium and Interest ........................................   46
Section 5.9 Restoration of Rights and Remedies ............................   46
Section 5.10 Rights and Remedies Cumulative ...............................   46
Section 5.11 Delay or Omission Not Waiver .................................   46
Section 5.12 Control by Holders of Notes ..................................   47
Section 5.13 Waiver of Past Defaults ......................................   47
Section 5.14 Waiver of Usury, Stay or Extension Laws ......................   47
Section 5.15 Undertaking for Costs ........................................   48

                                    ARTICLE 6
                                   THE TRUSTEE

Section 6.1 Certain Rights of Trustee .....................................   48
Section 6.2 Notice of Defaults ............................................   50
Section 6.3 Not Responsible for Recitals or Issuance of Notes .............   51
Section 6.4 May Hold Notes ................................................   51
Section 6.5 Money Held in Trust ...........................................   51
Section 6.6 Compensation and Reimbursement ................................   51
Section 6.7 Corporate Trustee Required; Eligibility .......................   52
Section 6.8 Resignation and Removal; Appointment of Successor .............   52
Section 6.9 Acceptance of Appointment by Successor ........................   54
Section 6.10 Merger, Conversion, Consolidation or Succession to Business ..   55
Section 6.11 Appointment of Authenticating Agent ..........................   55


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<PAGE>

                                    ARTICLE 7
                         REPORTS BY TRUSTEE AND COMPANY

Section 7.1 Reports by Trustee ............................................   57
Section 7.2 Reports by Company ............................................   58

                                    ARTICLE 8
                         CONSOLIDATION, MERGER AND SALES

Section 8.1 Company May Consolidate, Etc., Only on Certain Terms ..........   59
Section 8.2 Successor Person Substituted for Company ......................   60

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures without Consent of Holders ............   60
Section 9.2 Supplemental Indentures with Consent of Holders ...............   61
Section 9.3 Execution of Supplemental Indentures ..........................   63
Section 9.4 Effect of Supplemental Indentures .............................   63
Section 9.5 Reference in Notes to Supplemental Indentures .................   63
Section 9.6 Effect on Senior Indebtedness .................................   63
Section 9.7 Notice of Supplemental Indenture ..............................   63

                                   ARTICLE 10
                                    COVENANTS

Section 10.1 Payment of Principal, any Premium, Interest ..................   64
Section 10.2 Maintenance of Office or Agency ..............................   64
Section 10.3 Money for Notes Payments to Be Held in Trust .................   65
Section 10.4 Limitations on Pledges and Liens .............................   66
Section 10.5 Corporate Existence ..........................................   69
Section 10.6 Waiver of Certain Covenants ..................................   69
Section 10.7 Company Statement as to Compliance; Notice of Certain Defaults   69
Section 10.8 Limitation on Indebtedness ...................................   70

                                   ARTICLE 11
                               REDEMPTION OF NOTES

Section 11.1 Applicability of Article .....................................   70
Section 11.2 Election to Redeem; Notice to Trustee ........................   70
Section 11.3 Selection by Trustee of Notes to be Redeemed .................   71
Section 11.4 Notice of Redemption .........................................   71
Section 11.5 Deposit of Redemption Price ..................................   72
Section 11.6 Notes Payable on Redemption Date .............................   73
Section 11.7 Notes Redeemed in Part .......................................   73
Section 11.8 Cancellation and Destruction of Notes ........................   73
Section 11.9 Optional Redemption in the Event of Change in Tax Treatment ..   74
Section 11.10 Special Redemption ..........................................   74


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                                   ARTICLE 12
                                  SINKING FUNDS

Section 12.1 Applicability of Article .....................................   76

                                   ARTICLE 13
                       REDEMPTION AT THE OPTION OF HOLDERS

Section 13.1 Applicability of Article .....................................   76

                                   ARTICLE 14
                           NOTES IN FOREIGN CURRENCIES

Section 14.1 Applicability of Article .....................................   76

                                   ARTICLE 15
                          MEETINGS OF HOLDERS OF NOTES

Section 15.1 Purposes for Which Meetings May Be Called ....................   77
Section 15.2 Call, Notice and Place of Meetings ...........................   77
Section 15.3 Persons Entitled to Vote at Meetings .........................   77
Section 15.4 Quorum; Action ...............................................   78
Section 15.5 Determination of Voting Rights; Conduct and Adjournment
               of Meetings ................................................   78
Section 15.6 Counting Votes and Recording Action of Meetings ..............   79
Section 15.7 Preservation of Rights of Trustee and Holders ................   80

                                   ARTICLE 16
                           SUBORDINATION OF SECURITIES

Section 16.1 Agreement to Subordinate .....................................   80
Section 16.2 Default on Senior Indebtedness ...............................   80
Section 16.3 Liquidation; Dissolution; Bankruptcy .........................   81
Section 16.4 Subrogation ..................................................   82
Section 16.5 Trustee to Effectuate Subordination ..........................   83
Section 16.6 Notice by the Company ........................................   83
Section 16.7 Rights of the Trustee; Holders of Senior Indebtedness ........   84
Section 16.8 Subordination May Not Be Impaired ............................   85

EXHIBIT A1--Form of Fixed Rate Global Notes and Definitive Notes
EXHIBIT A2--Form of Floating Rate Global Notes and Definitive Notes
EXHIBIT B--Form of Certificate of Instructions from Euroclear/Clearstream
EXHIBIT C--Form of Certificate for Instruction from Beneficial Holder to
Euroclear/Clearstream


                                       iv

<PAGE>

      SUBORDINATED INDENTURE, dated as of June 2, 2006 (the "Indenture"), among
CIT Group Inc., a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"), JPMorgan Chase Bank, N.A., as trustee (the
"Trustee"), and JPMorgan Chase Bank, N.A., acting through its London branch, as
issuing and paying agent (the "Issuing and Paying Agent"), calculation agent
(the "Calculation Agent") and authenticating agent (the "Authenticating Agent").

                                    RECITALS

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      Section 1.1 Definitions.

      Except as otherwise specified with respect to any Notes issued pursuant to
Section 3.1, and except as otherwise expressly provided in or pursuant to this
Indenture, or unless the context otherwise requires, for all purposes of this
Indenture:

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

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


                                       1
<PAGE>

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

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

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

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

      "Additional Amounts" has the meaning specified in Section 3.7.

      "Additional Provisions" has the meaning specified in Section 16.1.

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

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.11 to act on behalf of the Trustee to authenticate Notes of one or
more series.

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

      "Authorized Officer" means, when used with respect to the Company, the
Chairman of the Board of Directors, a Vice Chairman, the President, the Chief
Executive Officer, the Chief Financial Officer, any Vice President, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company.

      "Bankruptcy Law" has the meaning specified in Section 5.1(6).

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

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


                                       2
<PAGE>

      "Business Day," with respect to any Place of Payment or other location,
means a day other than a Saturday or Sunday and means: (a) with respect to Notes
denominated in a currency other than Euro, any day that is neither a legal
holiday nor a day on which banking institutions are authorized or required by
law or regulation (including any executive order) to close in either the City of
New York (in the case of Notes denominated in Dollars) or the principal
financial centre of the country of such currency; (b) with respect to Notes
denominated in Euro and EURIBOR Notes, any day that is a TARGET Settlement Day
and any day when banking institutions are not authorized or required by law or
regulation (including any executive order) to close in the City of New York; and
(c) with respect to LIBOR Notes, any day that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law or
regulation (including any executive order) to close in either The City of New
York or London.

      "Calculation Agent" means any Person (which may be the Trustee) authorized
by the Company pursuant to a Calculation Agent Agreement to determine, in
respect of floating rate Notes, the interest payable on such floating rate
Notes, and shall initially be JPMorgan Chase Bank, N.A., acting through its
London branch, and any of its successors, unless a replacement Calculation
Agent, if any, is appointed pursuant to the applicable Calculation Agent
Agreement, and thereafter Calculation Agent shall mean or include each Person
who is then a Calculation Agent hereunder.

      "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including Prefeirred
Stock, but excluding any debt securities convertible into such equity.

      "Capitalized Lease Obligation" means an obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
generally accepted accounting principles, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with such principles.

      "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg.

      "Common Depositary" means a depositary common to Euroclear and
Clearstream, being initially JPMorgan Chase Bank, N.A., acting through its
London branch, and any of its successors, unless a replacement Common
Depositary, if any, is appointed pursuant to this Indenture, and thereafter
Common Depositary shall mean or include each Person who is then a Common
Depositary hereunder.

      "Common Stock" in respect of any Corporation means Capital Stock of any
class or classes (however designated) which has no preference as to the payment
of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Corporation, and which is not
subject to redemption by such Corporation.

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


                                       3
<PAGE>

      "Company Request" and "Company Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by an
Authorized Officer, and delivered to the Trustee.

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

      "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of original execution of this Indenture is located at 4
New York Plaza, 15th Floor, New York, New York 10004.

      "Corporation" means corporations and limited liability companies and,
except for purposes of Article 8, associations, companies (other than limited
liability companies) and business trusts.

      "Coupon" means any interest coupon appertaining to a Note.

      "Currency," with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on any Note, means Euro
or the Foreign Currency, as the case may be, in which such payment, deposit or
other transfer is required to be made by or pursuant to the terms hereof or such
Note and, with respect to any other payment, deposit or transfer pursuant to or
contemplated by the terms hereof or such Note, means Euro.

      "Custodian" has the meaning specified in Section 5.1(6).

      "Dealer" means each of UBS Limited, ABN AMRO Bank N.V., Banc of America
Securities Limited, Barclays Bank PLC, BNP Paribas, Citigroup Global Markets
Limited, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Goldman
Sachs International, HSBC Bank plc, J.P. Morgan Securities Ltd., Lehman Brothers
International (Europe), Merrill Lynch International, Morgan Stanley & Co.
International Limited, Royal Bank of Canada Europe Limited, The Royal Bank of
Scotland plc and Societe Generale.

      "Definitive Notes" has the meaning specified in Section 2.2.

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

      "Early Tax Redemption" has the meaning set forth in Section 11.9.

      "Euro" means the currency introduced on 1 January, 1999 pursuant to the
Treaty establishing the European Community.

      "Euroclear" means Euroclear Bank S.A./N.V.


                                       4
<PAGE>

      "Event of Default" has the meaning specified in Section 5.1.

      "Fixed Interest Market" means the LSE's regulated Gilt Edged and Fixed
Interest Market.

      "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, Dollars, issued by the government of
one or more countries or by any recognized confederation or association of such
governments, other than Euro.

      "Global Notes" has the meaning specified in Section 2.2.

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

      "Holder" means with respect to Notes and Coupons issued hereunder, the
bearer thereof.

      "Indebtedness" means, with respect to any Person, such Person's (i)
obligations for borrowed money, (ii) obligations representing the deferred
purchase price of property or services other than accounts payable arising in
the ordinary course of such Person's business, (iii) obligations, whether or not
assumed, secured by Liens on property now or hereafter owned or acquired by such
Person (other than carriers', warehousemen's, mechanics', repairmen's or other
like nonconsensual statutory Liens arising in the ordinary course of business),
(iv) obligations which are evidenced by notes, acceptances, or other similar
instruments, (v) Capitalized Lease Obligations, (vi) contingent obligations with
respect to the Indebtedness of another Person, including but not limited to the
obligation or liability of another which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of,
or otherwise becomes contingently liable upon; provided that any Indebtedness
owing by the Company to any of its Subsidiaries or by any Subsidiary of the
Company to the Company or by any Subsidiary of the Company to any other
Subsidiary of the Company or any contingent obligation in respect thereof shall
not constitute Indebtedness for purposes of this Agreement, and (vii)
obligations for which such Person is obligated in respect of a letter of credit.
For


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<PAGE>

purposes of this Indenture, Indebtedness shall not include (A) any indebtedness
of such Person to the extent (I) such indebtedness does not appear on the
financial statement of such Person, (II) such indebtedness is recourse only to
certain assets of such Person, and (III) the assets to which such indebtedness
is recourse only appear on the financial statements of such Person net of such
indebtedness, or (B) any indebtedness or other obligations issued by any Person
(or by a trust or other entity established by such Person or any of its
affiliates) which are primarily serviced by the cash flows of a discrete pool of
receivables, leases or other financial assets which have been sold or
transferred by the Company or any Subsidiary in securitization transactions
which, in accordance with GAAP, are accounted for as sales for financial
reporting purposes. It is understood and agreed that (1) the amount of any
Indebtedness described in clause (iii) for which recourse is limited to certain
property of such Person shall be the lower of (x) the amount of the obligation
and (y) the fair market value of the property of such Person securing such
obligation, and (2) the amount of any obligation described in clause (vi) shall
be the lower of (x) the stated or determinable amount of the primary obligation
in respect of which such contingent obligation is made, and (y) the maximum
amount for which such Person may be liable pursuant to the terms of the
agreement embodying such contingent obligation unless such primary obligation
and the maximum amount for which such Person may be liable are not stated or
determinable, in which case the amount of such contingent obligation shall be
such Person's maximum, reasonably anticipated liability in respect thereof as
determined by such Person in good faith. The term "Indebtedness," when used in
the definition of the terms "Junior Subordinated Indebtedness," "Senior
Subordinated Indebtedness" and "Senior Indebtedness," means all obligations
which, in accordance with GAAP, should be classified as liabilities on a balance
sheet and, in any event, shall include all debt and other similar monetary
obligations, whether direct or guaranteed.

      "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, with respect to
any Note, by terms and provisions of such Note and any Coupon appertaining
thereto established pursuant to Section 3.1 (as such terms and provisions may be
amended pursuant to the applicable provisions hereof).

      "Independent Public Accountants" means accountants or a firm of
accountants that, with respect to the Company and any other obligor under the
Notes or the Coupons, are independent public accountants within the meaning of
the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, who may be the independent public
accountants regularly retained by the Company or who may be other independent
public accountants. Such accountants or firm shall be entitled to rely upon any
Opinion of Counsel as to the interpretation of any legal matters relating to
this Indenture or certificates required to be provided hereunder.

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

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


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<PAGE>

      "Issuing and Paying Agent" means any Person authorized by the Company to
pay the principal of, or any premium or interest on, any Note or any Coupon on
behalf of the Company, and shall initially be JPMorgan Chase Bank, N.A., acting
through its London branch, and any of its successors, unless a replacement
Issuing and Paying Agent, if any, is appointed pursuant to this Indenture, and
thereafter Issuing and Paying Agent shall mean or include each Person who is
then an Issuing and Paying Agent hereunder.

      "Judgment Currency" has the meaning specified in Section 1.15.

      "Junior Subordinated Indebtedness" means the Indebtedness of the Company,
whether outstanding at the date hereof or incurred hereafter, which is
subordinated to Senior Indebtedness and Senior Subordinated Indebtedness of the
Company.

      "Lien" has the meaning specified in Section 10.4.

      "London Business Day" means any day on which dealings in deposits in U.S.
dollars, euros or the applicable Foreign Currency of any Note are transacted in
the London interbank market.

      "LSE" means the London Stock Exchange plc.

      "Maturity," with respect to any Note, means the date on which the
principal of such Note or an installment of principal becomes due and payable as
provided in or pursuant to this Indenture, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption or repurchase, notice of
option to elect repayment or otherwise, and includes the Redemption Date.

      "New York Banking Day" has the meaning specified in Section 1.15.

      "Notes" has the meaning specified in the recitals of this Indenture.

      "Office or Agency" with respect to any Notes, means an office or agency of
the Company maintained or designated in a Place of Payment for such Notes
pursuant to Section 10.2 or any other office or agency of the Company maintained
or designated for such Notes pursuant to Section 10.2 or, to the extent
designated or required by Section 10.2 in lieu of such office or agency, the
Corporate Trust Office of the Trustee.

      "Officers' Certificate" means a certificate signed by the Chairman, Vice
Chairman, President, Chief Executive Officer or a Vice President and by the
Chief Financial Officer, Treasurer, an Assistant Treasurer, the Secretary, or an
Assistant Secretary of the Corporation, and delivered to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, or with respect to an Early Tax Redemption or special
redemption, an "independent" counsel who shall be reasonably acceptable to the
Trustee.


                                       7
<PAGE>

      "Original Issue Discount Note" means a Note issued pursuant to this
Indenture which provides for declaration of an amount less than the principal
face amount thereof to be due and payable upon acceleration pursuant to Section
5.2.

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

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

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

            (c) any such Note with respect to which the Company has effected
      defeasance and/or covenant defeasance pursuant to the terms hereof, except
      to the extent provided in Section 4.2;

            (d) any such Note which has been paid pursuant to Section 3.5 or in
      exchange for or in lieu of which other Notes have been authenticated and
      delivered pursuant to this Indenture, unless there shall have been
      presented to the Trustee or the Issuing and Paying Agent, proof
      satisfactory to it that such Note is held by a bona fide purchaser in
      whose hands such Note is a valid obligation of the Company; and

            (e) any such Note converted or exchanged as contemplated by this
      Indenture into other securities of the Company or another issuer, if the
      terms of such Note provide for such conversion or exchange pursuant to
      Section 3.1;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Notes for quorum purposes, (i) the principal amount of
an Original Issue Discount Note that may be counted in making such determination
and that shall be deemed to be Outstanding for such purposes shall be equal to
the amount of the principal thereof that pursuant to the terms of such Original
Issue Discount Note would be declared (or shall have been declared to be) due
and payable upon a declaration of acceleration thereof pursuant to Section 5.2
at the time of such determination or that could be or shall have been
accelerated in the case of an ipso facto acceleration pursuant to the second
paragraph of Section 5.2, and (ii) the principal amount of any Indexed Note that
may be counted in making such determination and that shall be deemed Outstanding
for such purposes shall be equal to the principal face amount of such Indexed
Note at original issuance, unless otherwise provided in or pursuant to this
Indenture, and (iii) the principal amount of a Note denominated in a Foreign
Currency shall be the Dollar equivalent, determined on the date of original
issuance of


                                       8
<PAGE>

such Note, of the principal amount (or, in the case of an Original Issue
Discount Note, the Dollar equivalent on the date of original issuance of such
Note of the amount determined as provided in (i) above) of such Note, and (iv)
Notes owned by the Company or any other obligor upon the Notes or any Affiliate
of the Company or such other obligor, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making any such determination or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer actually knows to be so owned shall be so disregarded. Notes
so owned which shall have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee (A)
the pledgee's right so to act with respect to such Notes and (B) that the
pledgee is not the Company or any other obligor upon the Notes or any Coupons
appertaining thereto or an Affiliate of the Company or such other obligor.

      "Permanent Global Note" has the meaning specified in Section 2.2.

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

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

      "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same Indebtedness as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.5 in exchange for or in lieu of a
lost, destroyed, mutilated or stolen Note or any Note to which a mutilated,
destroyed, lost or stolen Coupon appertains shall be deemed to evidence the same
Indebtedness as the lost, destroyed, mutilated or stolen Note or the Note to
which a mutilated, destroyed, lost or stolen Coupon appertains.

      "Preferred Stock" in respect of any Corporation means Capital Stock of any
class or classes (however designated) which is preferred as to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Corporation, over shares of Capital Stock of
any other class of such Corporation.

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

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

      "Required Currency" has the meaning specified in Section 1.15.

      "Responsible Officer" means any officer of the Trustee in its Corporate
Trust Office with direct responsibility for the administration of this
Indenture, and also, with respect to a particular


                                       9
<PAGE>

corporate trust matter, any other officer of the Trustee to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

      "Senior Indebtedness" means, with respect to the Notes of any particular
series issued and authenticated pursuant to the terms of this Indenture and
except as otherwise provided pursuant to Section 3.1, all Indebtedness of the
Company outstanding at any time, except (a) the Notes, (b) Indebtedness as to
which, by the terms of the instrument creating or evidencing the same, it is
provided that such Indebtedness is subordinated to the Notes of such series, or
ranks pari passu with the Notes or with securities that are subordinated to
Notes of such series, (c) Indebtedness of the Company to an Affiliate of the
Company, (d) interest accruing after the filing of a petition initiating any
proceeding relating to the Company referred to in Section 5.1(6) and 5.1(7)
unless such interest is an allowed claim enforceable against the Company in a
proceeding under federal or state bankruptcy laws, (e) trade accounts payable,
(f) any Indebtedness issued in violation of the instrument creating the same,
(g) any guarantee of any Indebtedness, and (h) any securities outstanding or to
be outstanding under the Subordinated Indenture, dated January 20, 2006 (the
"USMTN Subordinated Indenture"), between the Company and JPMorgan Chase Bank,
N.A., as trustee.

      "Senior Subordinated Indebtedness" means the Indebtedness represented by
the Notes and all other Indebtedness of the Company, whether outstanding at the
date hereof or incurred hereafter, which is subordinate only to Senior
Indebtedness.

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

      "Subsidiary" means with respect to the Company, such Person which, at the
time of determination, more than 50% of the voting power of the shares of its
Capital Stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is owned or controlled, directly or
indirectly, by (i) the Company and/or (ii) one or more Subsidiaries of the
Company; provided, however, that the term Subsidiary shall not include any
Person, if the earnings of such Person are not consolidated with the financial
statements of the Company in accordance with the requirements of GAAP.

      "TARGET Settlement Day" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

      "Temporary Global Note" has the meaning specified in Section 2.2.

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


                                       10
<PAGE>

      "United States" and "United States of America" means the United States of
America, the States thereof and the District of Columbia (and for the avoidance
of doubt, excludes any possessions thereof.

      "United States person" means any individual who is a citizen or resident
of the United States, any corporation or partnership (or other entity treated as
a corporation or partnership for United States federal income tax purposes)
created or organized in or under the laws of the United States, any estate the
income of which is subject to United States federal income taxation regardless
of its source, or any trust if (i) a court within the United States is able to
exercise primary supervision over the administration of the trust, and one or
more United States persons have the authority to control all substantial
decisions of the trust, or (ii) the trust has a valid election in effect under
applicable United States Treasury regulations to be treated as a United States
person.

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

      Section 1.2 Compliance Certificates and Opinions.

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

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate delivered
pursuant to Section 10.7) shall include:

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

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

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

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


                                       11
<PAGE>

      Section 1.3 Form of Documents Delivered to Trustee.

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

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, provided
that such officer, after reasonable inquiry, has no reason to believe and does
not believe that the Opinion of Counsel with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company,
stating that the information with respect to such factual matters is in the
possession of the Company, provided that such counsel, after reasonable inquiry,
has no reason to believe and does not believe that the certificate or opinion or
representations with respect to such matters are erroneous.

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

      Section 1.4 Acts of Holders.

            (1) Any request, demand, authorization, direction, notice, consent,
      waiver or other action provided by or pursuant to this Indenture to be
      given or taken by Holders may be embodied in and evidenced by one or more
      instruments of substantially similar tenor signed by such Holders in
      person or by an agent duly appointed in writing. Any request, demand,
      authorization, direction, notice, consent, waiver or other action provided
      in or pursuant to this Indenture to be given or taken by Holders of Notes
      of a series may, alternatively, be embodied in and evidenced by the record
      of Holders of Notes of such series voting in favor thereof, either in
      person or by proxies duly appointed in writing, at any meeting of Holders
      of Notes of such series duly called and held in accordance with the
      provisions of Article 15, or a combination of such instruments and any
      such record. Except as herein otherwise expressly provided, such action
      shall become effective when such instrument or instruments or record or
      both are delivered to the Trustee and, where it is hereby expressly
      required, to the Company. Such instrument or instruments and any such
      record (and the action embodied therein and evidenced thereby) are herein
      sometimes referred to as the "Act" of the Holders signing such instrument
      or instruments or so voting at any such meeting. Proof of execution of any
      such instrument or of a writing appointing any such agent, or of the
      holding by any Person of a Note, shall be sufficient for any purpose of
      this Indenture and conclusive in favor of the Trustee, the Company and any
      agent of the Trustee or the Company, if made in the manner provided in
      this Section. The record of any meeting of Holders of Notes shall be
      proved in the manner provided in Section 15.6.


                                       12
<PAGE>

      Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Common
Depositary that is a Holder of a Global Note, may make, give or take, by a proxy
or proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a Common Depositary that is
a Holder of a Global Note may provide its proxy or proxies to the beneficial
owners of interests in any such Global Note through such Common Depositary's
standing instructions and customary practices.

            (2) The fact and date of the execution by any Person of any such
      instrument or writing referred to in this Section 1.4 may be proved in any
      reasonable manner; and the Trustee may in any instance require further
      proof with respect to any of the matters referred to in this Section.

            (3) The ownership, principal amount and serial numbers of Notes held
      by any Person, and the date of the commencement and the date of the
      termination of holding the same, may be proved by the production of such
      Notes or by a certificate executed, as depositary, by any trust company,
      bank, banker or other depositary reasonably acceptable to the Company,
      wherever situated, if such certificate shall be deemed by the Company and
      the Trustee to be satisfactory, showing that at the date therein mentioned
      such Person had on deposit with such depositary, or exhibited to it, the
      Notes therein described; or such facts may be proved by the certificate or
      affidavit of the Person holding such Notes, if such certificate or
      affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
      Company may assume that such ownership of any Note continues until (i)
      another certificate or affidavit bearing a later date issued in respect of
      the same Note is produced, or (ii) such Note is produced to the Trustee by
      some other Person, or (iii) such Note is no longer Outstanding. The
      ownership, principal amount and serial numbers of Notes held by the Person
      so executing such instrument or writing and the date of the commencement
      and the date of the termination of holding the same may also be proved in
      any other manner, which the Company and the Trustee deem sufficient.

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

      Section 1.5 Notices, etc. to Trustee and Company.

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

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


                                       13
<PAGE>

            (2) the Company, by the Trustee or any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company,
      addressed to the attention of its Treasurer, with a copy to the attention
      of its General Counsel, at the address of its principal office specified
      in Section 1.6 hereof or at any other address previously furnished in
      writing to the Trustee by the Company.

      Section 1.6 Notice to Holders of Notes; Waiver.

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

            (1) such notice shall be deemed to be validly given if published in
      a leading English language daily newspaper with general circulation in
      London (which is expected to be the Financial Times) or, if such
      publication is not possible, in one other leading English language daily
      newspaper with general circulation in Europe;

            (2) notwithstanding (1) above, such notice shall be sufficiently
      given to Holders of Notes held through Euroclear and Clearstream if sent
      to Euroclear and Clearstream, as appropriate, for communication to Holders
      in accordance with their standard procedures; and

            (3) for so long as the Notes are then listed on the LSE and the
      rules of the LSE so require, such notice shall be published in a leading
      English language daily newspaper with general circulation in London (which
      is expected to be the Financial Times).

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

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

      All communications hereunder will be in writing and will be mailed,
delivered or telegraphed and confirmed to the party receiving such communication
at its address indicated below:


                                       14
<PAGE>

      If to the Company:

                  CIT Group Inc.
                  1 CIT Drive
                  Livingston, New Jersey  07039
                  Attention:  Treasurer and General Counsel

      If to the Trustee:

                  JPMorgan Chase Bank, N.A.
                  4 New York Plaza, 15th Floor
                  New York, New York  10004
                  Attention:  Worldwide Securities Services

      If to the Issuing and Paying Agent, Calculation Agent or Authenticating
Agent:

                  JPMorgan Chase Bank, N.A., acting through its London branch
                  9 Trinity Tower
                  Thomas More Street
                  London E1W 1 YT, England
                  Attention:  Worldwide Securities Services

      Section 1.7 Language of Notices.

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

      Section 1.8 Effect of Headings and Table of Contents.

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

      Section 1.9 Successors and Assigns.

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

      Section 1.10 Separability Clause.

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


                                       15
<PAGE>

      Section 1.11 Benefits of Indenture.

      Nothing in this Indenture, any Note or any Coupon, express or implied,
shall give to any Person, other than the parties hereto, any Issuing and Paying
Agent, any Authenticating Agent and their successors hereunder and the Holders
of Notes or Coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

      Section 1.12 Governing Law.

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

      Section 1.13 Legal Holidays.

      Unless otherwise specified in or pursuant to this Indenture or any Notes,
in any case where any Interest Payment Date, Stated Maturity or Maturity of any
Note, or the last date on which a Holder has the right to convert or exchange
Notes of a series that are convertible or exchangeable, shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture, any Note or any Coupon other than a provision in any Note or Coupon
that specifically states that such provision shall apply in lieu hereof) payment
need not be made at such Place of Payment on such date, and such Notes need not
be converted or exchanged on such date, but such payment may be made, and such
Notes may be converted or exchanged, on the next succeeding day that is a
Business Day at such Place of Payment, and no interest shall accrue on the
amount payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or last day for conversion or
exchange, as the case may be, to such next succeeding Business Day, except that
if such next succeeding Business Day is in the next succeeding calendar month,
such payment may be made, and such Notes may be converted or exchanged, on the
immediately preceding Business Day (in the case of each of the foregoing, with
the same force and effect as if made on such Interest Payment Date or at such
Stated Maturity or Maturity or on such last day for conversion or exchange, as
the case may be).

      Section 1.14 Counterparts.

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

      Section 1.15 Judgment Currency.

      The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the requisite amount of the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in


                                       16
<PAGE>

the Required Currency (i) shall not be discharged or satisfied by any tender, or
any recovery pursuant to any judgment (whether or not entered in accordance with
clause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to be closed.

      Section 1.16 No Security Interest Created.

      Subject to the provisions of Section 10.4, nothing in this Indenture or in
any Notes, express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect in any jurisdiction where property of the
Company or its Subsidiaries is or may be located.

      Section 1.17 Limitation on Individual Liability.

      No recourse under or upon any obligation, covenant or agreement contained
in this Indenture or in any Note, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, shareholders,
officers or directors, as such, of the Company, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any Note
or implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
shareholder, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Note or implied
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of such
Note.


                                       17
<PAGE>

                                   ARTICLE 2

                                   NOTES FORMS

      Section 2.1 Forms Generally

      Each Note issued pursuant to this Indenture shall be in bearer form,
substantially in the forms included as Exhibit A1 or Exhibit A2, as applicable,
to this Indenture or in such other form as shall be established in or pursuant
to a Board Resolution and set forth in an Officers' Certificate, or established
in one or more indentures supplemental hereto, in each case, with terms
established in or pursuant to a Board Resolution and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, and
shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by or pursuant to this Indenture or any
indenture supplemental hereto and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Note or
Coupon as evidenced by their execution of such Note or Coupon, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Notes
may be listed. Definitive Notes and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Company executing such Notes or
Coupons, as evidenced by their execution of such Notes or Coupons.

      Section 2.2 Temporary Global Note; Permanent Global Note; Definitive Note

            (a) The Notes shall be issued from time to time initially in the
      form of a temporary global note (a "Temporary Global Note"). As provided
      herein, interests in a Temporary Global Note will be exchangeable for
      interests in the relevant permanent global note (a "Permanent Global Note"
      and, together with the Temporary Global Note, collectively referred to as
      "Global Notes") or, if specified with respect to any series Notes pursuant
      to Section 3.1, directly for Definitive Notes (as hereinafter defined), on
      or after the applicable Exchange Date (as hereinafter defined). As
      provided herein, interests in a Permanent Global Note will be exchanged,
      upon 45 days' notice by a holder of an interest in such Permanent Global
      Note for Notes in definitive bearer form with, where applicable, interest
      Coupons attached, representing the interest payable thereon ("Definitive
      Notes"). The forms of Global Notes and Definitive Notes are attached
      hereto as Exhibit A1 and Exhibit A2. Each Global Note shall be deposited
      with the Common Depositary, which shall hold such Global Note in safe
      custody for the account of Euroclear and/or Clearstream and instruct
      Euroclear or Clearstream or both of them, as the case may be, to credit
      the principal amounts of the Notes represented by such Global Note to the
      Issuing and Paying Agent's distribution account with Euroclear or
      Clearstream.

            (b) (i) On or after the applicable Exchange Date, each relevant
      Temporary Global Note shall be exchangeable in whole or from time to time
      in part for an interest, equal to the principal amount of the part of such
      Temporary Global Note being


                                       18
<PAGE>

      exchanged, in a single Permanent Global Note or, if applicable, for
      Definitive Notes in the same principal amount, upon request of Euroclear
      or Clearstream to the Issuing and Paying Agent, but only upon delivery by
      Euroclear or Clearstream, acting on behalf of the beneficial owners of
      such interests, to the Issuing and Paying Agent at its principal office in
      London, of certificates substantially in the form of Exhibit B hereto. A
      beneficial owner of Notes desiring to exchange his beneficial interest in
      the relevant Temporary Global Note for an interest in the relevant
      Permanent Global Note shall instruct Euroclear or Clearstream to request
      such exchange on his behalf and shall deliver to Euroclear or Clearstream
      a certificate, appropriately completed and signed, substantially in the
      form set forth in Exhibit C hereto, copies of which shall be available
      from the offices of Euroclear or Clearstream, the Trustee, the Issuing and
      Paying Agent and each other paying agency as may be appointed by the
      Company. The delivery to the Issuing and Paying Agent by Euroclear or
      Clearstream of any certificate in the form referred to above may be relied
      upon by the Company, the Trustee and the Issuing and Paying Agent as
      conclusive evidence that related certificates have been delivered to
      Euroclear or Clearstream as contemplated by the terms of this Section 2.2.

            (ii) Subject to Section 2.2(b)(i) above, when a Temporary Global
      Note is to be exchanged in whole or in part for interests in a Permanent
      Global Note of the same series, the Trustee or the Issuing and Paying
      Agent, upon receipt of such Permanent Global Note from the Company, which
      shall be executed by and delivered by the Company to the Trustee or the
      Issuing and Paying Agent, is authorized and it shall (A) authenticate such
      Permanent Global Note in accordance with the terms of this Indenture and
      (B) deliver such Permanent Global Note to the Common Depositary which is
      holding the Temporary Global Note applicable to such series on behalf of
      Euroclear and Clearstream either in exchange for such Temporary Global
      Note or, in the case of a partial exchange, a corresponding reduction in
      the principal amount of the Temporary Global Note which reduction shall be
      endorsed on such Temporary Global Note.

            (iii) The term "Exchange Date" shall mean the first Business Day
      occurring no earlier than the date that is 40 days after (A) in the case
      of a series of Notes in respect of which there is only one Dealer, the
      date certified by the relevant Dealer to the Trustee and the Issuing and
      Paying Agent as being the date as of which distribution of the Notes of
      that series was completed, (B) in the case of a series of Notes in respect
      of which there is more than one Dealer but is not issued on a syndicated
      basis, the latest of the dates certified by all of the relevant Dealers to
      the Trustee and the Issuing and Paying Agent as being the respective date
      as of which distribution of the Notes of that series purchased by each
      such Dealer was completed, (C) in the case of a series of Notes issued on
      a syndicated basis, the date certified by the lead manager to the Trustee
      and the Issuing and Paying Agent as being the date as of which
      distribution of the Notes of that series was completed, (D) in the case of
      a series of Notes in respect of which a Person other than a Dealer has
      purchased with a view to distribution, the date certified by such Person
      to the Trustee and the Issuing and Paying Agent as being the date as of
      which the distribution was completed or (E) in the case of a series of
      Notes sold directly to investors, the date certified by the Company to the
      Trustee and the Issuing and Paying Agent as being the date as of which the
      distribution was completed. Upon determining the Exchange Date, the
      Issuing and Paying Agent shall


                                       19
<PAGE>

      notify the Company, Euroclear, Clearstream and the relevant Dealers or
      persons of such determination.

            (c) In accordance with the terms of a Permanent Global Note and this
      Indenture, the Issuing and Paying Agent shall deliver at the cost of the
      Company, upon not less than 45 days' notice to the Issuing and Paying
      Agent by Euroclear or Clearstream, the relevant Definitive Notes in
      exchange for interests in such Permanent Global Note. If so specified with
      respect to a particular series of Notes, the Issuing and Paying Agent
      shall deliver, upon not less than 45 days' notice to the Issuing and
      Paying Agent by Euroclear or Clearstream, the relevant Definitive Notes in
      exchange for interests in a Temporary Global Note, in accordance with the
      terms of the Temporary Global Note and this Indenture. For this purpose,
      the Issuing and Paying Agent is authorized and it shall (A) authenticate
      each such Definitive Note and (B) deliver each such Definitive Note, with
      Coupons attached, to or to the order of Euroclear or Clearstream, in
      exchange for interests in such Permanent Global Note or interests in such
      Temporary Global Note, as the case may be. The Issuing and Paying Agent
      shall promptly notify the Company upon receipt of a request for issue of
      Definitive Notes the aggregate principal amount of the relevant Permanent
      Global Note or interests in a Temporary Global Note to be exchanged in
      connection therewith. The Company undertakes to deliver to, or to the
      order of, the Issuing and Paying Agent sufficient numbers of duly executed
      Definitive Notes, with Coupons attached to enable the Issuing and Paying
      Agent to comply with its obligations under this Section 2.2(c). Such
      exchange shall be made free of charge to the holder and the beneficial
      owners of the relevant Permanent Global Note or Temporary Global Note, as
      the case may be, and to the holders of the Definitive Notes issued in
      exchange as provided above, except that a Person receiving Definitive
      Notes must bear the cost of insurance, postage, transportation and the
      like in the event that such Person does not receive such Definitive Notes
      in person at the offices of an Issuing and Paying Agent. Notwithstanding
      the above, interests in a Permanent Global Note shall be exchangeable in
      whole (but not in part) at the cost of the Company for Definitive Notes if
      either Euroclear or Clearstream or any other relevant clearing system
      should cease to operate as a clearing system (other than by reason of
      public holiday) or should announce an intention to permanently cease
      business and it shall not be practicable to transfer the relevant Notes to
      another clearing system within 90 days.

            (d) Upon any exchange of all or a portion of an interest in a
      Temporary Global Note for an interest in a Permanent Global Note or for
      Definitive Notes, or upon any exchange of an interest in a Permanent
      Global Note for Definitive Notes, the relevant Global Note shall be
      endorsed by the Trustee or the Issuing and Paying Agent to reflect the
      reduction of its principal amount by the aggregate principal amount so
      exchanged and, where an interest in a Temporary Global Note is exchanged
      for an interest in the Permanent Global Note, the Permanent Global Note
      shall be endorsed by the Trustee or the Issuing and Paying Agent, or on
      its behalf, to reflect the increase in its principal amount as a result of
      such exchange. Until exchanged in full, the holder of any interest in any
      Global Note shall in all respects be entitled to the same benefits under
      this Indenture as Definitive Notes authenticated and delivered hereunder
      except that, as provided below, neither the holder nor the beneficial
      owners of a Temporary Global Note shall be entitled


                                       20
<PAGE>

      to receive payment of interest thereon. Once exchanged in full, a Global
      Note shall be canceled and disposed of by the Trustee in accordance with
      its customary procedures and a certificate of disposition will be sent to
      the Company.

            (e) The Trustee or the Issuing and Paying Agent shall cause all
      Temporary Global Notes, Permanent Global Notes and Definitive Notes
      delivered to it and held by it hereunder to be maintained in safe custody
      in accordance with this Section 2.2, and shall ensure that such Notes are
      issued only in accordance with the provisions of this Indenture.

            (f) The Trustee and the Issuing and Paying Agent shall be entitled
      to treat a telephone, telex or facsimile communication from a person
      purporting to be (and who the Trustee or the Issuing and Paying Agent
      believe in good faith to be) the authorized representative of the Company,
      named in a list furnished to the Trustee and the Issuing and Paying Agent
      from time to time, as sufficient instructions and authority of the Company
      for the Trustee and the Issuing and Paying Agent to act in accordance with
      this Section 2.2.

            (g) Interest payable in respect of a beneficial interest in a
      Temporary Global Note on an Interest Payment Date occurring prior to the
      applicable Exchange Date shall be paid only upon delivery by Euroclear or
      Clearstream, as the case may be, acting on behalf of the owner of such
      beneficial interest in such Temporary Global Note to the Issuing and
      Paying Agent on such Interest Payment Date, of a certificate substantially
      in the form set forth in Exhibit B hereto. In order to receive such
      interest payment, a beneficial owner of Notes shall deliver to Euroclear
      or Clearstream, as the case may be, a certificate, appropriately completed
      and signed, substantially in the form set forth in Exhibit C hereto.

      Section 2.3 Form of Trustee's Certificate of Authentication.

      Subject to Section 6.11, the Trustee's certificate of authentication shall
be in substantially the following form:

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

                                                     JPMORGAN CHASE BANK, N.A.,
                                                              as Trustee

                                                     By: _______________________
                                                           Authorized Officer

      Section 2.4 Notes in Global Form.

      Notes issued in global form shall provide that it or any number of such
Notes shall represent the aggregate amount of all Outstanding Notes of such
series (or such lesser amount as


                                       21
<PAGE>

is permitted by the terms thereof) from time to time endorsed thereon and may
also provide that the aggregate amount of Outstanding Notes represented thereby
may from time to time be increased or reduced to reflect exchanges. Any
endorsement of any Note in global form to reflect the amount, or any increase or
decrease in the amount, or changes in the rights of Holders, of Outstanding
Notes represented thereby shall be made in such manner and by such Person or
Persons as shall be specified therein or in the Company Order to be delivered
pursuant to Section 3.3 with respect thereto. Subject to the provisions of
Section 3.3, the Trustee or the Issuing and Paying Agent shall deliver and
redeliver, in each case at the Company's expense, any Note in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 3.3 has been, or simultaneously is, delivered, any
instructions by the Company with respect to a Note in global form shall be in
writing but need not be accompanied by or contained in an Officers' Certificate
and need not be accompanied by an Opinion of Counsel.

      Section 2.5 Transfer of Notes.

      Title to the Notes and Coupons, if any, shall pass by delivery. However,
title to Notes issued in the form of Global Notes held through Euroclear and
Clearstream shall be transferable only in accordance with the rules and
procedures of Euroclear and Clearstream, as appropriate.

                                   ARTICLE 3

                                    THE NOTES

      Section 3.1 Amount Unlimited; Issuable in Series.

      The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture is unlimited. The Notes may be issued in one or
more series. Notes may be issued with the same terms (including maturity and
interest payment terms) as previously issued Notes, except for the issue date,
issue price and the first payment of interest. Except as provided in the second
succeeding paragraph, all Notes issued on the same date, being denominated in
the same currency and having the same interest rate (or, in the case of floating
rate Notes, the same interest rate formula) and Maturity will be deemed to
constitute a single series of Notes. The Notes of each series issued and
authenticated pursuant to the terms of this Indenture shall be subordinated in
right of payment to all Senior Indebtedness, as provided in Article 16 of this
Indenture.

      With respect to any Notes to be authenticated and delivered hereunder,
there shall be established in or pursuant to a Board Resolution and set forth in
an Officers' Certificate, or established in one or more indentures supplemental
hereto,

            (1) the title and series of such Notes;

            (2) the total principal amount of the series of such Notes and
      whether there shall be any limit upon the aggregate principal amount of
      such Notes that may be authenticated and delivered under this Indenture
      (except for Notes authenticated and


                                       22
<PAGE>

      delivered upon exchange of, or in lieu of, other Notes of such series
      pursuant to Section 3.4, 3.5, 9.5 or 11.7);

            (3) if such Notes are to be issuable with Coupons, without Coupons
      or both, and any restrictions applicable to the offer, sale or delivery of
      the Notes;

            (4) if any of such Notes are to be issuable in global form, when any
      of such Notes are to be issuable in global form and (i) whether such Notes
      are to be issued in temporary or permanent global form or both, (ii)
      whether beneficial owners of interests in any such Global Note may
      exchange such interests for Notes of the same series and of like tenor and
      of any authorized form and denomination, and the circumstances under which
      any such exchanges may occur, and (iii) the name of the Common Depositary
      with respect to any such Global Note;

            (5) if any of such Notes are to be issuable as Definitive Notes or
      in global form, the date as of which any such Definitive Note or Global
      Note shall be dated (if other than the date of original issuance of the
      first of such Notes to be issued);

            (6) whether interest in respect of any portion of a Temporary Global
      Note payable in respect of an Interest Payment Date therefor prior to the
      exchange, if any, of such Temporary Global Note for Definitive Notes or a
      Permanent Global Note shall be paid to any clearing organization with
      respect to the portion of such Temporary Global Note held for its account
      and, in such event, the terms and conditions (including any certification
      requirements) upon which any such interest payment received by a clearing
      organization will be credited to the Persons entitled to interest payable
      on such Interest Payment Date;

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

            (8) the Person to whom any interest on a Note shall be payable, the
      rate or rates at which such Notes shall bear interest, if any, which rate
      may be zero in the case of certain Notes issued at an issue price
      representing a discount from the principal amount payable at Maturity, or
      the method by which such rate or rates will be determined (including, if
      applicable, any remarketing option or similar method), and the date or
      dates from which such interest, if any, will accrue or the method by which
      such date or dates will be determined, and the basis upon which interest
      shall be calculated if other than that of a 360 day year of twelve 30-day
      months;

            (9) the date or dates on which interest, if any, on a Note shall be
      payable;

            (10) if in addition to or other than London, the place or places
      where the principal of or any premium or interest on such Notes shall be
      payable, where any of such Notes may be surrendered for exchange, and
      where any such Notes may be surrendered for conversion or exchange and
      notices of demands to or upon the Company in respect of such Notes and
      this Indenture may be served, the extent to which and the manner in which,
      any interest payment on a Global Note on an Interest Payment Date, will be
      paid


                                       23
<PAGE>

      and the manner in which any principal of or premium, if any, on any Global
      Note will be paid;

            (11) if such Notes are to be redeemable at the Company's option, the
      date or dates on which, the period or periods within which, the price or
      prices at which and the other terms and conditions upon which such Notes
      may be redeemed, in whole or in part, at the Company's option pursuant to
      any sinking fund or otherwise;

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

            (13) if other than a minimum denomination of Euro 50,000, the
      denominations in which any Notes will be issuable;

            (14) provisions specifying whether the Notes will be convertible
      into other securities of the Company and/or exchangeable for Notes of the
      Company or other obligors and, if so, the terms and conditions upon which
      such Notes shall be so convertible or exchangeable;

            (15) if other than the principal amount, the portion of the
      principal amount (or the method by which such portion will be determined)
      of such Notes that will be payable upon acceleration or declaration of
      acceleration of the Maturity thereof pursuant to the terms of this
      Indenture;

            (16) if other than Euro, the Currency of payment, including
      composite Currencies and Foreign Currencies, of the principal of, any
      premium or interest on any of such Notes;

            (17) if other than as provided in Section 4.2, the manner in which
      the Notes of the series are to be defeased;

            (18) any index, formula or other method used to determine the amount
      of payments of principal of, or any premium or interest on such Notes;

            (19) any deletions from, modifications of or additions to the Events
      of Default or covenants of the Company that are contained herein with
      respect to such Notes;

            (20) terms specifying whether the provisions described below under
      Section 4.2 shall be applicable to such Notes and any covenants in
      addition to those specified in Section 4.2(3) relating to the Notes of
      such series which shall be subject to covenant defeasance;


                                       24
<PAGE>

            (21) terms specifying whether any of such Notes are to be issued
      upon the exercise of warrants, and the time, manner and place for such
      Notes to be authenticated and delivered;

            (22) provisions specifying the relative degree, if any, to which
      such Notes will be senior to or be subordinated in right of payment to
      other series of Notes or other Indebtedness of the Company, as the case
      may be, whether such other series of Notes or other Indebtedness is
      outstanding or not, and provisions defining the term "Senior Indebtedness"
      with respect to such series of Notes or other Indebtedness if such
      definition is to be other than the definition of such term contained in
      Section 1.1; and

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

      All Notes of any one series and all Coupons, if any, appertaining to Notes
of such series shall be substantially identical except as to Currency of
payments due thereunder, denomination and the rate of interest thereon, or
method of determining the rate of interest, if any, Maturity, and the date from
which interest, if any, shall accrue and except as may otherwise be provided by
the Company in or pursuant to the Board Resolution and set forth in the
Officers' Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Notes. The terms of the Notes of any series may
provide, without limitation, that the Notes of such series shall be
authenticated and delivered by the Trustee on original issue from time to time
in accordance with such procedures as are acceptable to the Trustee (including
authentication and delivery by the Trustee on original issue from time to time
upon written order of persons designated in the Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Notes of such series as are
specified in such Officers' Certificate or supplemental indenture). All Notes of
any one series need not be issued at the same time and, unless otherwise so
provided, a series may be reopened for issuances of additional Notes of such
series or to establish additional terms of such series of Notes. The Company
also may issue, and the Trustee may authenticate, Notes with the same terms as
previously issued Notes.

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

      Section 3.2 Currency; Denominations.

      Unless otherwise provided in or pursuant to this Indenture, the principal
of, and any premium and interest, if any, on, the Notes shall be payable in
Euro. Unless otherwise provided in or pursuant to this Indenture, Notes shall be
issuable in minimum denominations of Euro 50,000. Notes not denominated in Euro
shall be issuable in such denominations as are established with respect to such
Notes in or pursuant to this Indenture.

      Notes having a maturity of less than one year and in respect of which the
issue proceeds are to be accepted by the Company in the United Kingdom will: (a)
have a minimum redemption


                                       25
<PAGE>

value of (pound)100,000 (or its equivalent in other currencies) and be issued
only to Persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses, or who it is reasonable to expect will acquire, hold, manage
or dispose of investments (as principal or agent) for the purposes of their
businesses; or (b) be otherwise issued without contravention of Section 19 of
the Financial Services and Markets Act 2000.

      Section 3.3 Execution, Authentication, Delivery and Dating.

      Notes shall be executed on behalf of the Company by its Chairman of the
Board, a Vice Chairman, its President, its Chief Executive Officer, its Chief
Financial Officer, its Treasurer or a Vice President under its corporate seal
reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer
or any Assistant Treasurer of the Company. The signature of any of these
officers on the Notes or any Coupons appertaining thereto may be manual or
facsimile.

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Notes, together with any Coupons appertaining
thereto, executed by the Company, to the Trustee for authentication and,
provided that the Board Resolution and Officers' Certificate or supplemental
indenture or indentures with respect to such Notes referred to in Section 3.1
and a Company Order for the authentication and delivery of such Notes have been
delivered to the Trustee, the Trustee in accordance with the Company Order and
subject to the provisions hereof and of such Notes shall authenticate and
deliver such Notes. In authenticating such Notes, and accepting the additional
responsibilities under this Indenture in relation to such Notes and any Coupons
appertaining thereto, the Trustee shall be entitled to receive, and shall be
fully protected in relying upon,

            (1) an Opinion of Counsel to the effect that:

                  (a) the form or forms and the terms of such Notes and any
            Coupons have been established in conformity with the provisions of
            this Indenture; and

                  (b) such Notes, together with any Coupons appertaining
            thereto, when completed by appropriate insertions and executed and
            delivered by the Company to the Trustee for authentication in
            accordance with this Indenture, authenticated and delivered by the
            Trustee in accordance with this Indenture and issued by the Company
            in the manner and subject to any conditions specified in such
            Opinion of Counsel, will constitute legal, valid and binding
            obligations of the Company, enforceable in accordance with their
            terms, subject to applicable bankruptcy, insolvency, reorganization
            and other similar laws of general applicability relating to or
            affecting the enforcement of creditors' rights, to general equitable
            principles


                                       26
<PAGE>

            and to such other qualifications as such counsel shall conclude do
            not materially affect the rights of Holders of such Notes and any
            Coupons; and

            (2) an Officers' Certificate stating that, to the best knowledge of
      the Persons executing such certificate, all conditions precedent to the
      execution, authentication and delivery of such Notes and Coupons, if any,
      appertaining thereto, have been complied with, and no event which is, or
      after notice or lapse of time would become, an Event of Default with
      respect to any of the Notes shall have occurred and be continuing.

      If all the Notes of any series are not to be issued at one time, except in
connection with the reopening of a series of Notes pursuant to the third
paragraph of Section 3.1, it shall not be necessary to deliver an Opinion of
Counsel and an Officers' Certificate at the time of issuance of each Note, but
such Opinion of Counsel and Officers' Certificate, with appropriate
modifications, shall be delivered at or before the time of issuance of the first
Note of such series. After any such first delivery, any separate written request
by an Authorized Officer of the Company or any person designated in writing by
an Authorized Officer that the Trustee authenticate and deliver Notes of such
series for original issue will be deemed to be a certification by the Company
that all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Notes continue to have been complied with
and that no Event of Default or event which is, or after notice or lapse of time
would become, an Event of Default with respect to any of the Notes has occurred
or is continuing.

      The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Notes if the issue of such Notes
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Notes and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken.

      Each Note shall be dated the date of its authentication.

      No Note or Coupon appertaining thereto shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Note a certificate of authentication substantially in the form
provided for in Section 2.2 or 6.11 executed by or on behalf of the Trustee or
by the Authenticating Agent by the manual signature of one of its authorized
officers. Such certificate upon any Note shall be conclusive evidence, and the
only evidence, that such Note has been duly authenticated and delivered
hereunder. Except as permitted by Section 3.5, the Trustee shall not
authenticate and deliver any Note unless all Coupons appertaining thereto then
matured have been detached and cancelled.

      Section 3.4 Exchange.

      No service charge shall be made for any exchange or redemption of Notes,
but the Company may require payment of a sum sufficient to cover any stamp tax
or other governmental charge and any other reasonable expenses (including fees
and expenses of the Trustee) that may be imposed in connection with any exchange
of Notes, other than exchanges pursuant to Section 3.5, 9.5 or 11.7.


                                       27
<PAGE>

      Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to exchange Notes of any series during a period
beginning at the opening of business 15 days before the day the Company
transmits a notice of redemption of Notes of the series selected for redemption
and ending at the close of business on the day of the transmission, or (ii) to
exchange any Note selected for redemption in whole or in part, except in the
case of any Note to be redeemed in part, the portion thereof not to be redeemed,
or (iii) to exchange any Note selected for redemption or (iv) to issue or
exchange any Note which, in accordance with its terms, has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such Note
not to be so repaid.

      Section 3.5 Mutilated, Destroyed, Lost and Stolen Notes.

      If any mutilated Note or a Note with a mutilated Coupon appertaining to it
is surrendered to the Trustee, subject to the provisions of this Section 3.5,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Note of the same series containing identical terms and
of like principal amount and bearing a number not contemporaneously outstanding,
with Coupons appertaining thereto corresponding to the Coupons, if any,
appertaining to the surrendered Note.

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

      Notwithstanding the foregoing provisions of this Section 3.5, in case any
mutilated, destroyed, lost or stolen Note or Coupon has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Note, pay such Note or Coupon; provided, however, that payment of principal
of, and any premium or interest, if any, on any Notes shall, except as otherwise
provided in Section 10.2, be payable only at an Office or Agency for such Notes
located outside the United States and its possessions.

      Upon the issuance of any new Note under this Section 3.5, the Company may
require the payment of a sum sufficient to cover any stamp tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and counsel) connected
therewith.

      Every new Note, with any Coupons appertaining thereto issued pursuant to
this Section 3.5 in lieu of any destroyed, lost or stolen Note, or in exchange
for a Note to which a destroyed, lost or stolen Coupon appertains shall
constitute a separate obligation of the Company, whether or not the destroyed,
lost or stolen Note and Coupons appertaining thereto or


                                       28
<PAGE>

the destroyed, lost or stolen Coupon shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes of such series and any Coupons, if
any, duly issued hereunder.

      The provisions of this Section 3.5, as amended or supplemented pursuant to
this Indenture with respect to particular Notes or generally, shall be exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes or Coupons.

      Section 3.6 Payment of Interest and Principal; Rights to Interest
Preserved.

      The Company hereby acknowledges and confirms that it is and at all times
shall remain absolutely and unconditionally obligated to pay all amounts due and
owing by it under this Indenture. So long as any of the Notes remain
Outstanding, the Company will maintain one or more paying agents in London to
whom (i) the Notes may be presented for payment and (ii) the Notes may be
presented for exchange or redemption as provided in this Indenture. The Company
may have one or more additional paying agents. Further, the Company undertakes
to ensure that it maintains an Issuing and Paying Agent in a European Union
member state that will not be obliged to withhold or deduct amounts for or on
account of tax pursuant to European Union Council Directive 2003/48/EC of June
3, 2003 on the taxation of savings income or any law implementing or complying
with, or introduced in order to conform to, such Directive. Unless otherwise
specified, the Company hereby initially appoints JPMorgan Chase Bank, N.A.,
acting through its London branch, as the Issuing and Paying Agent.

      Unless otherwise specified in respect of any series of Notes issued
pursuant to Section 3.1, all payments of principal and interest required to be
made by the Company under this Indenture (including any Additional Amounts)
shall be made, pursuant to the terms hereof, in Euro. As provided in the
applicable Calculation Agent Agreement, the Calculation Agent shall exercise due
care in determining the rate of interest payable on the Notes and shall
communicate the same to the Company, the Trustee, Euroclear, Clearstream and any
Issuing and Paying Agent in writing as soon as practicable after such
determination. The Company hereby initially appoints JPMorgan Chase Bank, N.A.,
acting through its London branch, as the Calculation Agent (the "Calculation
Agent"), with respect to the Notes issued pursuant to this Indenture.

      Unless otherwise specified in or pursuant to this Indenture or any Notes,
payment of principal of, any premium and interest on, any Note shall be made
only at the offices of the Issuing and Paying Agent located outside the United
States and its possessions, upon presentation and surrender of the Notes or
appropriate Coupons, if any, as the case may be. Such Issuing and Paying Agent
shall credit such payments to Euroclear and Clearstream with respect to that
portion of any such Note held for their respective accounts. None of the
Company, the Trustee or the Issuing and Paying Agent shall have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests of a Global Note, or
for maintaining, supervising or reviewing any records relating to beneficial
ownership interests, and each of the Company, the Trustee or the Issuing and
Paying Agent may act or refrain from acting without liability on any information
provided by Euroclear or Clearstream.


                                       29
<PAGE>

      At the direction of the holder of any Definitive Note or Coupon, and
subject to applicable laws and regulations, payment on such Definitive Note or
Coupon will be made (against surrender thereof to the Issuing and Paying Agent)
by check drawn on a bank in a city in the country issuing the currency in which
such Definitive Note is denominated or, with respect to a holder of
(euro)1,000,000 or more in aggregate principal amount of Notes of any series (or
its equivalent in a Foreign Currency, if the currency unit is a Foreign
Currency), by wire transfer to an account denominated in such currency
maintained by such holder with a bank located outside the United States and its
possessions; provided, however, that any such wire transfer direction shall be
given to the Issuing and Paying Agent at least 15 days prior to the applicable
payment date. Any wire instructions received by the Issuing and Paying Agent for
the Notes of such series shall remain in effect until revoked by the holder.

      With respect to Notes denominated in U.S. dollars, if any, if payment in
U.S. dollars at the offices of all paying agents outside the United States and
its possessions becomes illegal or is effectively precluded because of the
imposition of exchange controls or similar restrictions on the full payment or
receipt of such amounts in U.S. dollars, the Company will appoint an office or
agent in the United States or its possessions at which such payment may be made.
Except as described in the preceding sentence, no payment on any Notes will be
made by mail to an address in the United States or its possessions or by
transfer to an account maintained by the holder in the United States or its
possessions.

      On the London Business Day prior to each date on which any payment in
respect of any Note becomes due, the Company shall transfer or cause to be
transferred, not later than 10:00 a.m. (local time in the relevant financial
center in the jurisdiction in which the payment in respect of such Notes is to
be paid), to an account specified by the Issuing and Paying Agent such amount in
the relevant currency as shall be sufficient for the purposes of such payment in
funds settled through such payment system as the Issuing and Paying Agent and
the Company may agree.

      Subject to the foregoing provisions of this Section and Section 3.4, each
Note delivered under this Indenture upon exchange for or in lieu of any other
Note shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Note.

      Section 3.7 Payment of Additional Amounts.

      The Company shall, in the case of a payment to a Holder who is not a
United States person and subject to the exceptions and limitations set out
below, pay as additional interest on the Notes, such additional amounts
("Additional Amounts") as are necessary in order that the net payment by the
Company or an Issuing and Paying Agent of the principal of and interest on the
Notes or the Coupons, if any, appertaining thereto, after deduction for any
present or future tax, assessment or governmental charge of the United States
imposed with respect to the payment, will not be less than the amount provided
in the relevant series of Notes or any Coupons to be then due and payable;
provided, however, that the foregoing obligation to pay Additional Amounts shall
not apply:

            (1) to a tax, assessment or governmental charge that is imposed or
      withheld by reason of the holder, or a fiduciary, settlor, beneficiary,
      member or shareholder of the


                                       30
<PAGE>

      holder if the holder is an estate, trust, partnership or corporation, or a
      person holding a power over an estate or trust administered by a fiduciary
      holder, being considered as:

                  (a) being or having been present or engaged in trade or
            business in the United States or having or having had a permanent
            establishment in the United States;

                  (b) having a current or former relationship with the United
            States, including a relationship as a citizen or resident;

                  (c) being or having been a personal holding company, a passive
            foreign investment company or a controlled foreign corporation with
            respect to the United States or a corporation that has accumulated
            earnings to avoid United States federal income tax; or

                  (d) being or having been a "ten-percent shareholder" of the
            obligor under the Notes as defined in section 871(h)(3) of the
            United States Internal Revenue Code or any successor provisions, or
            being a bank receiving interest described in section 881(c)(3)(A) of
            the United States Internal Revenue Code or any successor provisions;

            (2) to a holder that is not the sole beneficial owner of the Notes
      or any Coupon appertaining thereto, or a portion of either, or that is a
      fiduciary or partnership, but only to the extent that a beneficial owner
      or a beneficiary or settlor with respect to the fiduciary, or a member of
      the partnership would not have been entitled to the payment of an
      Additional Amount had the beneficial owner, beneficiary, settlor, or
      member received directly its beneficial or distributive share of the
      payment;

            (3) to a tax, assessment or governmental charge that is imposed or
      withheld by reason of the failure to comply with certification,
      identification or information reporting requirements concerning the
      nationality, residence, identity or connection with the United States of
      the holder or beneficial owner of such Notes or any Coupon appertaining
      thereto, if compliance is required by statute or by regulation of the
      United States Treasury Department as a precondition to exemption from such
      tax, assessment or governmental charge;

            (4) to a tax, assessment or governmental charge that is imposed
      otherwise than by withholding by the Company or an Issuing and Paying
      Agent from the payment;

            (5) to a tax, assessment or governmental charge that is imposed or
      withheld by reason of a change in law, regulation, or administrative or
      judicial interpretation that becomes effective more than 15 days after the
      payment becomes due or is duly provided for, whichever occurs later;

            (6) to an estate, inheritance, gift, sales, excise, State, local,
      transfer, wealth or personal property tax or any similar tax, assessment
      or governmental charge;


                                       31
<PAGE>

            (7) to any tax, assessment or governmental charge required to be
      withheld by any Issuing and Paying Agent from any payment of principal of
      or interest on any Notes or any Coupon appertaining thereto, if such
      payment can be made without such withholding by any other Issuing and
      Paying Agent;

            (8) to any tax, assessment or governmental charge that is imposed or
      levied by reason of the presentation (where presentation is required in
      order to receive payment) of the Notes for payment on a date more than 30
      days after the date on which such payment is first made available to the
      holder or beneficial owner, except to the extent that the holder or
      beneficial owner thereof would have been entitled to the payment of an
      additional amounts hereunder had the Notes been presented for payment on
      any date during such 30-day period;

            (9) to any tax, assessment or governmental charge that would not
      have been imposed or withheld but for the treatment of the interest paid
      by the obligor as contingent interest described in section 871(h)(4) of
      the United States Internal Revenue Code or any successor provisions; or

            (10) in the case of any combination of items (1) through (9) above.

      The Notes and any Coupons appertaining thereto are subject in all cases to
any tax, fiscal or other law or regulation or administrative or judicial
interpretation applicable thereto. Except as specifically provided under this
Section 3.7 and under Section 11.10, the Company shall not be required to make
any payment with respect to any tax, assessment or governmental charge imposed
by any government or a political subdivision or taxing authority thereof or
therein

      The Company shall use commercially reasonable efforts to provide the
Trustee, upon written request, with a certificate from an internal accountant of
the Company, stamped by the relevant tax authority, evidencing any payment of
taxes in respect of which the Company has withheld or deducted, or paid any
Additional Amounts. Copies of such documentation shall be made available to the
holders of the Notes or the Issuing and Paying Agents, as applicable, upon
request therefor.

      All references in this Indenture to principal, interest and other amounts
payable hereunder shall be deemed to include references to any Additional
Amounts payable under this Section with respect to such principal, interest or
other amounts. The foregoing obligations shall survive any termination or
discharge of the Notes and this Indenture.

      At least 10 days prior to the first Interest Payment Date with respect to
a series of Notes (or if the Notes of such series shall not bear interest prior
to Maturity, the first day on which a payment of principal is made), and at
least 10 days prior to each date of payment of principal or interest if there
has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company shall furnish to the Trustee and the Issuing
and Paying Agents an Officers' Certificate instructing the Trustee and such
Issuing and Paying Agent or Issuing and Paying Agents whether such payment of
principal of and premium, if any, or interest on the Notes of such series shall
be made to Holders of Notes of such series who are not United States persons
without withholding for or on account of any tax, assessment or other


                                       32
<PAGE>

governmental charge described above. If any such withholding shall be required,
then such Officers' Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Notes, and the
Company agrees to pay to the Trustee or such Issuing and Paying Agent the
Additional Amounts required by this Section. The Company covenants to indemnify
the Trustee and any Issuing and Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

      Section 3.8 Persons Deemed Owners.

      The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Note or the bearer of any Coupon as the absolute owner
of such Note or Coupon for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not any
payment with respect to such Note or Coupon shall be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

      No Holder of any beneficial interest in any Global Note held on its behalf
by the Common Depositary shall have any rights under this Indenture with respect
to such Global Note, and such Common Depositary may be treated by the Company,
the Trustee, and any agent of the Company or the Trustee as the owner of such
Global Note for all purposes whatsoever. None of the Company, the Trustee or any
Issuing and Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Note or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

      Section 3.9 Cancellation.

      All Notes and Coupons surrendered for payment, redemption, exchange or
conversion or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee, and any such
Notes and Coupons, as well as Notes and Coupons surrendered directly to the
Trustee for any such purpose, shall be cancelled promptly by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Notes so delivered shall be cancelled
promptly by the Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section, except as
expressly permitted by or pursuant to this Indenture. All cancelled Notes and
Coupons held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedures, unless by a Company Order, the Company directs
their return to it.

      All references herein to the cancellation of Notes by the Trustee or to
the delivery of Notes to the Trustee for cancellation, shall include references
to the cancellation of Notes by the Issuing and Paying Agent or to the delivery
of Notes to the Issuing and Paying Agent for cancellation.


                                       33
<PAGE>

      Section 3.10 Computation of Interest.

      Except as otherwise provided in or pursuant to this Indenture or in any
Note, interest on the Notes shall be computed on the basis of a 360-day year of
twelve 30-day months, and percentages resulting from any calculation of the rate
of interest on floating rate Notes shall be rounded, if necessary, to the
nearest one hundred thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward (for example, 9.876545% (or .09876545)
being rounded to 9.87655% (or .0987655)). In the case of floating rate Notes
denominated in currency or currency units other than Euro, all amounts used in
or resulting from that calculation shall be rounded to the smallest whole unit
of that other currency or currency unit. All Dollar amounts used in or resulting
from any calculation shall be rounded to the nearest cent (with one-half cent
being rounded upward).

                                   ARTICLE 4

   SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE AND COVENANT DEFEASANCE

                    Section 4.1 Satisfaction and Discharge.

      Upon the direction of the Company by a Company Order, this Indenture shall
cease to be of further effect with respect to any series of Notes specified in
such Company Order and any Coupons appertaining thereto (except as to any
surviving rights of Notes of such series expressly provided for herein or
pursuant thereto), and the Trustee, on receipt of a Company Order, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

            (1) either

                  (a) all Notes of such series theretofore authenticated and
            delivered and all Coupons appertaining thereto (other than (i) Notes
            and Coupons of such series which have been destroyed, lost or stolen
            and which have been replaced or paid as provided in Section 3.5,
            (ii) Coupons appertaining to Notes of such series called for
            redemption and maturing after the relevant Redemption Date whose
            surrender has been waived as provided in Section 11.6, and (iii)
            Notes and Coupons of such series for whose payment money has
            theretofore been deposited in trust or segregated and held in trust
            by the Company and thereafter repaid to the Company or discharged
            from such trust, as provided in Section 10.3) have been delivered to
            the Trustee for cancellation; or

                  (b) all Notes of such series and, in the case of (i) or (ii)
            of this subclause (b) below, any Coupons appertaining thereto not
            theretofore delivered to the Trustee for cancellation (i) have
            become due and payable, or (ii) will become due and payable at their
            Stated Maturity within one year, or (iii) if redeemable at the
            option of the Company, are to be called for redemption within


                                       34
<PAGE>

            one year under arrangements satisfactory to the Trustee for the
            giving of notice of redemption by the Trustee in the name, and at
            the expense, of the Company,

      and the Company, in the case of subclause (b)(i), (ii) or (iii) above, has
      deposited or caused to be deposited with the Trustee as trust funds in
      trust for such purpose, money in the Currency in which such Notes are
      payable in an amount sufficient to pay and discharge the entire
      indebtedness on such Notes and any Coupons appertaining thereto not
      theretofore delivered to the Trustee for cancellation, including the
      principal of, and any premium or interest, if any, on such Notes and any
      Coupons appertaining thereto, to the date of such deposit (in the case of
      Notes which have become due and payable) or to the Maturity thereof, as
      the case may be;

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

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

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

      Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Notes, the obligations of the Company to the Trustee
(including in its capacity as Authenticating Agent, Calculation Agent and
Issuing and Paying Agent) under Section 6.6 and, if money shall have been
deposited with the Trustee pursuant to subclause (b) of clause (1) of this
Section, the obligations of the Company and the Trustee with respect to the
Notes of each series under Sections 3.5, 3.7, 4.3, 10.2 and 10.3, and with
respect to any rights to convert or exchange such Notes into securities of the
Company or another issuer, shall survive.

      Section 4.2 Defeasance and Covenant Defeasance.

            (1) Unless pursuant to Section 3.1, either or both of (i) defeasance
      of the Notes of or within a series under clause (2) of this Section 4.2
      shall not be applicable with respect to the Notes of such series or (ii)
      covenant defeasance of the Notes of or within a series under clause (3) of
      this Section 4.2 shall not be applicable with respect to the Notes of such
      series, then such provisions, together with the other provisions of this
      Section 4.2 (with such modifications thereto as may be specified pursuant
      to Section 3.1 with respect to any Notes), shall be applicable to such
      Notes and any Coupons appertaining thereto, and the Company may at its
      option by Board Resolution, at any time, with respect to such Notes and
      any Coupons appertaining thereto, elect to have Section 4.2(2) or Section
      4.2(3) be applied to such Outstanding Notes and any Coupons appertaining
      thereto upon compliance with the conditions set forth below in this
      Section 4.2.


                                       35
<PAGE>

            (2) Upon the Company's exercise of the above option applicable to
      this Section 4.2(2) with respect to any Notes of or within a series, the
      Company shall be deemed to have been discharged from its obligations with
      respect to such Outstanding Notes and any Coupons appertaining thereto on
      the date the conditions set forth in clause (4) of this Section 4.2 are
      satisfied (hereinafter, "defeasance"). For this purpose, such defeasance
      means that the Company shall be deemed to have paid and discharged the
      entire Indebtedness represented by such Outstanding Notes and any Coupons
      appertaining thereto, which shall thereafter be deemed to be "Outstanding"
      only for the purposes of clause (5) of this Section 4.2 and the other
      Sections of this Indenture referred to in clauses (i) and (ii) below, and
      to have satisfied all of its other obligations under such Notes and any
      Coupons appertaining thereto, and this Indenture insofar as such Notes and
      any Coupons appertaining thereto are concerned (and the Trustee, at the
      expense of the Company, shall execute proper instruments acknowledging the
      same), except for the following which shall survive until otherwise
      terminated or discharged hereunder: (i) the rights of Holders of such
      Outstanding Notes and any Coupons appertaining thereto to receive, solely
      from the trust fund described in clause (4) of this Section 4.2 and as
      more fully set forth in such clause, payments in respect of the principal
      of (and premium, if any) and interest, if any, on such Notes and any
      Coupons appertaining thereto when such payments are due, and any rights of
      such Holder to convert such Notes into other securities of the Company or
      exchange such Notes for securities another issuer, (ii) the obligations of
      the Company and the Trustee with respect to such Notes under Sections 3.5,
      3.7, 10.2 and 10.3, and with respect to any rights to convert such Notes
      into other securities of the Company or exchange such Notes for securities
      of another issuer, (iii) the rights, powers, trusts, duties and immunities
      of the Trustee (including in its capacity as Authenticating Agent,
      Calculation Agent and Issuing and Paying Agent) hereunder and (iv) this
      Section 4.2. The Company may exercise its option under this Section 4.2(2)
      notwithstanding the prior exercise of its option under clause (3) of this
      Section 4.2 with respect to such Notes and any Coupons appertaining
      thereto.

            (3) Upon the Company's exercise of the option to have this Section
      4.2(3) apply with respect to any Notes of or within a series, the Company
      shall be released from its obligations under Sections 10.4 and 10.5, and,
      to the extent specified pursuant to Section 3.1, any other covenant
      applicable to such Notes, with respect to such Outstanding Notes and any
      Coupons appertaining thereto, on and after the date the conditions set
      forth in clause (4) of this Section 4.2 are satisfied (hereinafter,
      "covenant defeasance"), and such Notes and any Coupons appertaining
      thereto shall thereafter be deemed to be not "Outstanding" for the
      purposes of any direction, waiver, consent or declaration or Act of
      Holders (and the consequences of any thereof) in connection with any such
      covenant, but shall continue to be deemed "Outstanding" for all other
      purposes hereunder. For this purpose, such covenant defeasance means that,
      with respect to such Outstanding Notes and any Coupons appertaining
      thereto, the Company may omit to comply with, and shall have no liability
      in respect of, any term, condition or limitation set forth in any such
      Section or such other covenant, whether directly or indirectly, by reason
      of any reference elsewhere herein to any such Section or such other
      covenant or by reason of reference in any such Section or such other
      covenant to any other provision herein or in any other document and such
      omission to comply shall not constitute a default or an Event of Default
      under Section 5.1(4) or 5.1(8) or otherwise, as the case


                                       36
<PAGE>

      may be, but, except as specified above, the remainder of this Indenture
      and such Notes and Coupons appertaining thereto shall be unaffected
      thereby.

            (4) The following shall be the conditions to application of clause
      (2) or (3) of this Section 4.2 to any Outstanding Notes of or within a
      series and any Coupons appertaining thereto:

                  (a) The Company shall irrevocably have deposited or caused to
            be deposited with the Trustee (or another trustee satisfying the
            requirements of Section 6.7 who shall agree to comply with the
            provisions of this Section 4.2 applicable to it) as trust funds in
            trust for the purpose of making the following payments, specifically
            pledged as security for, and dedicated solely to, the benefit of the
            Holders of such Notes and any Coupons appertaining thereto, (1) an
            amount in Dollars or in such Foreign Currency in which such Notes
            and any Coupons appertaining thereto are then specified as payable
            at Stated Maturity, or (2) Government Obligations applicable to such
            Notes and Coupons appertaining thereto (determined on the basis of
            the Currency in which such Notes and Coupons appertaining thereto
            are then specified as payable at Stated Maturity) which through the
            scheduled payment of principal and interest in respect thereof in
            accordance with their terms will provide, not later than one day
            before the due date of any payment of principal of (and premium, if
            any) and interest, if any, on such Notes and any Coupons
            appertaining thereto, money in an amount, or (3) a combination
            thereof, in any case, in an amount, sufficient, without
            consideration of any reinvestment of such principal and interest, in
            the opinion of a nationally recognized firm of Independent Public
            Accountants expressed in a written certification thereof delivered
            to the Trustee, to pay and discharge, and which shall be applied by
            the Trustee (or other qualifying trustee) to pay and discharge, (y)
            the principal of (and premium, if any) and interest, if any, on such
            Outstanding Notes and any Coupons appertaining thereto at the
            Maturity of such principal or installment of principal or premium or
            interest and (z) any mandatory sinking fund payments or analogous
            payments applicable to such Outstanding Notes and any Coupons
            appertaining thereto on the days on which such payments are due and
            payable in accordance with the terms of this Indenture and of such
            Notes and any Coupons appertaining thereto.

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

                  (c) No Event of Default or event which with notice or lapse of
            time or both would become an Event of Default with respect to such
            Notes and any Coupons appertaining thereto shall have occurred and
            be continuing on the date of such deposit.

                  (d) In the case of an election under clause (2) of this
            Section 4.2, the Company shall have delivered to the Trustee an
            Opinion of Counsel stating that (i) the Company has received from
            the U.S. Internal Revenue Service a letter ruling, or there has been
            published by the U.S. Internal Revenue Service a Revenue Ruling, or
            (ii) since the date of execution of this Indenture, there has been a
            change in the applicable federal income tax law, in either case to
            the effect that, and based thereon such opinion shall


                                       37
<PAGE>

            confirm that, the Holders of such Outstanding Notes and any Coupons
            appertaining thereto will not recognize income, gain or loss for
            federal income tax purposes as a result of such defeasance and will
            be subject to federal income tax on the same amounts, in the same
            manner and at the same times as would have been the case if such
            defeasance had not occurred.

                  (e) In the case of an election under clause (3) of this
            Section 4.2, the Company shall have delivered to the Trustee an
            Opinion of Counsel to the effect that the Holders of such
            Outstanding Notes and any Coupons appertaining thereto will not
            recognize income, gain or loss for federal income tax purposes as a
            result of such covenant defeasance and will be subject to federal
            income tax on the same amounts, in the same manner and at the same
            times as would have been the case if such covenant defeasance had
            not occurred.

                  (f) The Company shall have delivered to the Trustee an
            Officers' Certificate and an Opinion of Counsel, each stating that
            all conditions precedent to the defeasance or covenant defeasance
            under clause (2) or (3) of this Section 4.2 (as the case may be)
            have been complied with.

                  (g) If the Notes are to be redeemed prior to the Stated
            Maturity (other than from mandatory sinking fund payments or
            analogous payments), notice of such redemption shall have been duly
            given pursuant to this Indenture or provision therefor satisfactory
            to the Trustee shall have been made.

                  (h) Notwithstanding any other provisions of this Section
            4.2(4), such defeasance or covenant defeasance shall be effected in
            compliance with any additional or substitute terms, conditions or
            limitations which may be imposed on the Company in connection
            therewith pursuant to Section 3.1.

            (5) Unless otherwise specified in or pursuant to this Indenture or
      any Note, if, after a deposit referred to in Section 4.2(4)(a) has been
      made, a Conversion Event occurs in respect of euros or the Foreign
      Currency in which the deposit pursuant to Section 4.2(4)(a) has been made,
      the indebtedness represented by such Note and any Coupons appertaining
      thereto shall be deemed to have been, and will be, fully discharged and
      satisfied through the payment of the principal of (and premium, if any),
      and interest, if any, on, such Note as the same becomes due out of the
      proceeds yielded by converting the amount or other property deposited in
      respect of such Note into the Currency in which such Note becomes payable
      as a result of such Conversion Event based on the applicable market
      exchange rate for such Foreign Currency in effect (as nearly as feasible)
      at the time of the Conversion Event.

      The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 4.2 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Notes and any Coupons appertaining thereto.


                                       38
<PAGE>

      Anything in this Section 4.2 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request, any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in clause (4) of this Section 4.2 which, in the opinion
of a nationally recognized firm of Independent Public Accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 4.2.

      Section 4.3 Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 10.3, all money
and Government Obligations (or other property as may be provided pursuant to
Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Notes of any series
and any Coupons appertaining thereto shall be held in trust, shall not be
subject to the claims of holders of Senior Indebtedness under Section 16 and
shall be applied by the Trustee, in accordance with the provisions of such Notes
and any Coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Issuing and Paying Agent (including the Company acting
as its own Issuing and Paying Agent) as the Trustee may determine, to the
Holders of such Notes and any Coupons appertaining thereto of all sums due and
to become due thereon in respect of principal (and premium, if any) and
interest; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.

      Section 4.4 Reinstatement.

            (1) If the Trustee or Issuing and Paying Agent is unable to apply
      any money or Government Obligations in accordance with Section 4.2(4) by
      reason of any legal proceeding or by reason of any order or judgment of
      any court or governmental authority enjoining, restraining or otherwise
      prohibiting such application, the Company's obligations under this
      Indenture and the Notes of the applicable series and any Coupons
      appertaining thereto issued hereunder shall be revived and reinstated as
      though no deposit has occurred pursuant to Section 4.2(4) until such time
      as the Trustee or Issuing and Paying Agent is permitted to apply all such
      money or Government Obligations in accordance with and as contemplated by
      Section 4.2(4).

            (2) If the Company's obligations under this Indenture and the Notes
      of the applicable series and any Coupons appertaining thereto issued
      hereunder shall be revived and reinstated in accordance with this Section
      4.4, the Company shall be permitted, at its discretion to withdraw all or
      a portion of the deposits made by the Company pursuant to Section 4.2(4).

            (3) If the Company elects not to withdraw any of the deposits made
      by the Company pursuant to Section 4.2(4), if and when the Trustee or
      Issuing and Paying Agent is later permitted to apply all such money or
      Government Obligations in accordance with and as contemplated by Section
      4.2(4), the rights of the Company shall be subrogated to the rights of the
      Holders of the Notes of the applicable series to receive payments from the
      money or Government Obligations deposited by the Company


                                       39
<PAGE>

      pursuant to Section 4.2(4) and held by the Trustee or Issuing and Paying
      Agent; provided that if the Company shall have made any payment of
      principal or interest on the Notes of any series and any Coupons
      appertaining thereto because of the revival and reinstatement of its
      obligations, which payment is not sourced from any amounts deposited by
      the Company pursuant to Section 4.2(4) (such amount, in the aggregate,
      being referred to as the "Company Paid Amount"), the Company shall be
      permitted, at its discretion, to withdraw all or a portion of the deposits
      made by the Company pursuant to Section 4.2(4) up to the Company Paid
      Amount.

      Section 4.5 Qualifying Trustee.

      Any trustee appointed pursuant to Section 4.2 for the purpose of holding
trust funds deposited pursuant to that Section shall be appointed under an
agreement in form acceptable to the Trustee and shall provide to the Trustee a
certificate, upon which certificate the Trustee shall be entitled to
conclusively rely, that all conditions precedent provided for herein to the
related defeasance or covenant defeasance have been complied with. In no event
shall the Trustee be liable for any acts or omissions of said trustee.

                                   ARTICLE 5

                                    REMEDIES

      Section 5.1 Events of Default.

      "Event of Default," wherever used herein with respect to Notes of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body or
occasioned by the provisions of Article 16), unless such event is specifically
deleted or modified in or pursuant to the supplemental indenture, Board
Resolution or Officers' Certificate establishing the terms of such Series
pursuant to this Indenture:

            (1) default in the payment of any interest on any Note of such
      series when such interest becomes due and payable, and continuance of such
      default for a period of 30 days; or

            (2) default in the payment of the principal of or any premium on any
      Note of such series when such principal or premium becomes due and payable
      at their Maturity; or

            (3) default in the deposit of any sinking fund or analogous payment
      when and as due by the terms of a Note of such series; or

            (4) default in the performance, or breach, of any covenant or
      agreement of the Company in this Indenture with respect to any Note of
      that series (other than a covenant or agreement a default in whose
      performance or whose breach is elsewhere in this Section specifically
      dealt with and other than a covenant or agreement included in this
      Indenture solely for the benefit of another series of Notes), and
      continuance of such


                                       40
<PAGE>

      default or breach for a period of 30 days after there has been given, by
      registered or certified mail, to the Company by the Trustee or to the
      Company and the Trustee by the Holders of at least 25% in principal amount
      of the Outstanding Notes of that series a written notice specifying such
      default or breach and requiring it to be remedied and stating that such
      notice is a "Notice of Default" hereunder; or

            (5) any event of default, as defined in any mortgage, indenture
      (including this Indenture), trust agreement or other instrument securing,
      evidencing or providing for any evidence of any Indebtedness of the
      Company (including guaranteed Indebtedness but excluding any Indebtedness
      that is subordinated in right of payment to the Notes of such series), as
      a result of which an aggregate principal amount exceeding $25,000,000 of
      such Indebtedness shall have been declared due and payable prior to the
      date on which it would otherwise become due and payable, and such
      acceleration shall not have been rescinded or annulled within a period of
      30 days after there shall have been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee by
      the Holders of at least 25% in principal amount of the Outstanding Notes
      of such series, a written notice specifying such failure to pay and
      requiring the Company to cause such acceleration to be rescinded or
      annulled or to cause such Indebtedness to be discharged and stating that
      such notice is a "Notice of Default" hereunder; or

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

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

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

                  (c) orders the liquidation of the Company;

      and the order or decree remains unstayed and in effect for 60 consecutive
      days. 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 other similar official
      under any Bankruptcy Law.

            (7) the commencement by the Company of a voluntary proceeding under
      any applicable bankruptcy, insolvency, reorganization (other than a
      reorganization under a foreign law that does not relate to insolvency) or
      other similar law or of a voluntary proceeding seeking to be adjudicated
      insolvent or the consent by the Company to the entry of a decree or order
      for relief in an involuntary proceeding under any applicable bankruptcy,
      insolvency, reorganization or other similar law or to the commencement of
      any insolvency proceedings against it, or the filing by the Company of a
      petition or answer or consent seeking reorganization, arrangement,
      adjustment or composition of the Company or relief under any applicable
      law, or the consent by the Company to the filing of such petition or to
      the appointment of or taking possession by a custodian, receiver,
      liquidator, assignee, trustee or similar official of the Company or any
      substantial part of the property of the Company or the making by the
      Company of an assignment for the


                                       41
<PAGE>

      benefit of creditors, or the taking of corporate action by the Company in
      furtherance of any such action or the admitting in writing by the Company
      of its inability to pay its debts generally as they become due; or

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

      Section 5.2 Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default with respect to Notes of any series at the time
Outstanding (other than an Event of Default specified in clause (6) or (7) of
Section 5.1) occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Notes of such series may
declare the principal of all the Notes of such series, or such lesser amount as
may be provided for in the Notes of such series, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal or such lesser
amount shall become immediately due and payable.

      If an Event of Default specified in clause (6) or (7) of Section 5.1
occurs, all unpaid principal of and accrued interest on the Outstanding Notes of
that series (or such lesser amount as may be provided for in the Notes of such
series) shall ipso facto become and be immediately due and payable (an "ipso
facto acceleration") without any declaration or other act on the part of the
Trustee or any Holder of any Note of that series.

      At any time after a declaration of acceleration with respect to the Notes
of any series has been made or an ipso facto acceleration has occurred and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in principal amount of the Outstanding Notes of such series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration or ipso facto acceleration and its consequences if

            (1) the Company has paid or deposited with the Trustee a sum
      sufficient to pay :

                  (a) all overdue installments of any interest on all Notes of
            such series and any Coupon appertaining thereto,

                  (b) the principal of and any premium on any Notes of such
            series which have become due otherwise than by such declaration of
            acceleration or an ipso facto acceleration and interest thereon at
            the rate or rates borne by or provided for in such Notes,

                  (c) to the extent that payment of such interest is lawful,
            interest upon overdue installments of any interest at the rate or
            rates borne by or provided for in such Notes, and

                  (d) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee,


                                       42
<PAGE>

            its agents and counsel and all other amounts due the Trustee under
            Section 6.6; and

            (2) all Events of Default with respect to Notes of such series,
      other than the non-payment of the principal of, or any premium and
      interest, if any, on Notes of such series which shall have become due
      solely by such declaration of acceleration or an ipso facto acceleration,
      shall have been cured or waived as provided in Section 5.13.

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

      Section 5.3 Collection of Indebtedness and Suits for Enforcement by
Trustee.

      The Company covenants that if a

            (1) default is made in the payment of any installment of interest on
      any Note or any Coupon appertaining thereto when such interest shall have
      become due and payable and such default continues for a period of 30 days,
      or

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

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Notes and any Coupons appertaining thereto, the
whole amount of money then due and payable with respect to such Notes and any
Coupons appertaining thereto, with interest upon the overdue principal, any
premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest at the rate or rates
borne by or provided for in such Notes, and in addition thereto, such further
amount of money as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and all other amounts due to the
Trustee under Section 6.6.

      If the Company shall fail to pay the money it is required to pay the
Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Notes and
any Coupons appertaining thereto and collect the monies adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon such Notes and any Coupons appertaining thereto, wherever
situated. Every recovery of judgment in any such action or other proceeding
subject to the payment of the amounts due the Trustee, its agents and attorneys
under Section 6.6, shall be for the ratable benefit of the Holders of such Notes
that shall be the subject of such action or proceeding.

      If an Event of Default with respect to Notes of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Notes of such series and any Coupons
appertaining thereto by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such


                                       43
<PAGE>

rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or such Notes or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

      Section 5.4 Trustee May File Proofs of Claim.

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

            (1) to file and prove a claim for the whole amount, or such lesser
      amount as may be provided for in the Notes of any applicable series, of
      the principal and any premium and interest in respect of the Notes and any
      Coupons appertaining thereto and to file such other papers or documents as
      may be necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents or counsel) and of
      the Holders of Notes or any Coupons appertaining thereto allowed in such
      judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Notes or any Coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders of Notes or any Coupons, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 6.6.

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

      Section 5.5 Trustee May Enforce Claims without Possession of Notes or
Coupons.

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


                                       44
<PAGE>

of each and every Holder of the Notes or Coupons in respect of which such
judgment has been recovered.

      Section 5.6 Application of Money Collected.

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

            (1) To the payment of all amounts due the Trustee and any
      predecessor Trustee under Section 6.6;

            (2) Subject to the provisions of Article 16, to the payment of the
      amounts then due and unpaid upon the Notes and any Coupons for principal
      and any premium and interest, ratably, without preference or priority of
      any kind, according to the aggregate amounts due and payable on such Notes
      and Coupons for principal and any premium and interest, respectively; and

            (3) The balance, if any, to the Company.

      Section 5.7 Limitations on Suits.

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

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

            (2) the Holders of a majority in principal amount outstanding of the
      Outstanding Notes of such series shall have made written request to the
      Trustee to institute proceedings in respect of such Event of Default in
      its own name as Trustee hereunder;

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

            (4) the Trustee for 30 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 30-day period by the Holders of a
      majority in principal amount of the Outstanding Notes of such series;


                                       45
<PAGE>

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

      Section 5.8 Unconditional Right of Holders to Receive Principal and any
Premium and Interest.

      Notwithstanding any other provision in this Indenture, the Holder of any
Note or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium and (subject to Sections 3.6
and 3.10) interest on such Note or payment of such Coupon, as the case may be,
on the respective Stated Maturity or Maturities therefor specified in such Note
or Coupon (or, in the case of redemption, on the Redemption Date or, in the case
of repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

      Section 5.9 Restoration of Rights and Remedies.

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

      Section 5.10 Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes or Coupons in the last paragraph of
Section 3.5, no right or remedy herein conferred upon or reserved to the Trustee
or to each and every Holder of a Note or a Coupon is intended to be exclusive of
any other right or remedy, and every right and remedy, to the extent permitted
by law, shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not, to the extent permitted by law, prevent the concurrent assertion or
employment of any other appropriate right or remedy.

      Section 5.11 Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Note or Coupon
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to any Holder of a Note or a Coupon


                                       46
<PAGE>

may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by such Holder, as the case may be.

      Section 5.12 Control by Holders of Notes.

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

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture or with the Notes of such series and would not involve
      the Trustee in personal liability,

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

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

      Section 5.13 Waiver of Past Defaults.

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

            (1) in the payment of the principal of, any premium or interest on,
      any Note of such series or any Coupons appertaining thereto, or

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

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

      Section 5.14 Waiver of Usury, Stay or Extension Laws.

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


                                       47
<PAGE>

      Section 5.15 Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Note by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions
of this Section 5.15 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Notes of any series, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on any Note on or after
the respective Stated Maturities expressed in such Note (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on
or after the date for repayment) or for the enforcement of the right, if any, to
convert or exchange any Note into other securities in accordance with its terms.

                                   ARTICLE 6

                                   THE TRUSTEE

      Section 6.1 Certain Rights of Trustee.

            (1) The Trustee need perform only those duties that are specifically
      set forth in this Indenture and no others, and the Trustee shall not be
      liable except for the performance of such duties and obligations as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee.

            (2) 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, but
      in case of any such certificates or opinions which by any provision hereof
      are specifically required to be furnished to the Trustee, the Trustee
      shall examine the certificates and opinions 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.

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

                  (a) this paragraph (3) does not limit the effect of paragraphs
            (1) and (2) of this Section 6.1;


                                       48
<PAGE>

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

                  (c) 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 5.12; and

                  (d) The Trustee shall not be required to expend or risk its
            own funds or otherwise incur any financial liability in the
            performance of any of its duties hereunder, or in the exercise of
            any of its rights or powers, if it shall have reasonable grounds for
            believing that repayment of such funds or adequate indemnity against
            such risk or liability is not reasonably assured to it.

      Every provision of this Indenture that in any way relates to the Trustee
is subject to paragraphs (1), (2) and (3) of this Section 6.1.

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

            (5) Any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order (other
      than delivery of any Note, together with any coupons appertaining thereto,
      to the Trustee for authentication and delivery pursuant to Section 3.3
      which shall be sufficiently evidenced as provided therein) and any
      resolution of the Board of Directors may be sufficiently evidenced by a
      Board Resolution.

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

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

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


                                       49
<PAGE>

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

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

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

            (12) The Trustee shall not be charged with knowledge of any default
      or Event of Default with respect to the Notes of any series unless either
      (1) such default or Event of Default is known by a Responsible Officer or
      (2) written notice of such default or Event of Default shall have been
      given to the Trustee by the Company or any other obligor on the Notes of
      any series or by any Holder of the Notes of any series, which notice shall
      refer to this Indenture and such Notes.

            (13) The Calculation Agent, the Authenticating Agent and the Issuing
      and Paying Agent shall have the same immunities, protections and
      exculpations as the Trustee set forth hereunder.

      Section 6.2 Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to the Notes of any series, the Trustee shall transmit by mail to all Holders of
Notes of such series entitled to receive reports pursuant to Section 7.3(3),
notice of such default hereunder actually known to a Responsible Officer, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any),
or interest, if any, on, or any sinking fund or purchase fund installment with
respect to, any Note of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers in good
faith determine that the withholding of such notice is in the best interest of
the Holders of Notes and Coupons of such series; and provided, further, that in
the case of any default of the character specified in Sections 5.1(4) and 5.1(5)
with respect to Notes of such series, no such notice to Holders shall be given
until such default shall have become an Event of Default with respect to Notes
of such series. For the purpose of this Section 6.2, the term "default" means
any event that is, or after notice or lapse of time or both would become, an
Event of Default with respect to Notes of such series.


                                       50
<PAGE>

      Section 6.3 Not Responsible for Recitals or Issuance of Notes.

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

      Section 6.4 May Hold Notes.

      The Trustee, any Issuing and Paying Agent, any Authenticating Agent or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Notes and Coupons and may otherwise deal with the
Company with the same rights it would have if it were not Trustee, Issuing and
Paying Agent, Authenticating Agent or such other agent.

      Section 6.5 Money Held in Trust.

      Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

      Section 6.6 Compensation and Reimbursement.

      The Company agrees:

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

            (2) except as otherwise expressly provided herein, to reimburse the
      Trustee upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustee in accordance with any provision
      of this Indenture (including reasonable compensation and the expenses,
      advances and disbursements of its agents and counsel), except any such
      expense, disbursement or advance as may be attributable to its negligence
      or bad faith.

            (3) to indemnify each of the Trustee and any predecessor Trustee
      for, and to hold it harmless against, any loss, liability or expense
      incurred without negligence or bad faith on its own part, arising out of
      or in connection with the acceptance or administration of the trust or
      trusts hereunder, including the costs and expenses of defending itself
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder, except to the extent
      that any such loss, liability or expense was due to the Trustee's
      negligence or bad faith.


                                       51
<PAGE>

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

      To the extent permitted by law and without prejudice to any other rights
available to the Trustee under applicable law, any compensation or expense
incurred by the Trustee after a default specified in or pursuant to Section 5.1
is intended to constitute an expense of administration under any then applicable
bankruptcy or insolvency law. "Trustee" for purposes of this Section 6.6 shall
include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section 6.6.

      The provisions of this Section 6.6 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Issuing and Paying Agent and Calculation Agent.

      Section 6.7 Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States of America that
has a combined capital and surplus of at least $50,000,000, and that is subject
to supervision or examination by Federal or state authority. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

      Section 6.8 Resignation and Removal; Appointment of Successor.

            (1) No resignation or removal of the Trustee and no appointment of a
      successor Trustee pursuant to this Article shall become effective until
      the acceptance of appointment by the successor Trustee pursuant to Section
      6.9.

            (2) The Trustee may resign at any time with respect to the Notes of
      one or more series by giving written notice thereof to the Company. If the
      instrument of acceptance by a successor Trustee required by Section 6.9
      shall not have been delivered to the Trustee within 30 days after the
      giving of such notice of resignation, the resigning Trustee may petition
      any court of competent jurisdiction for the appointment of a successor
      Trustee with respect to such series.

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

            (4) If at any time:


                                       52
<PAGE>

                  (a) the Trustee shall cease to be eligible under Section 6.7
            and shall fail to resign after written request therefor by the
            Company or any such Holder of a Note of any series who has been a
            bona fide Holder of a Note of such series for at least six months,
            or

                  (b) the Trustee shall become incapable of acting or shall be
            adjudged a bankrupt or insolvent or a receiver of the Trustee or of
            its property shall be appointed or any public officer shall take
            charge or control of the Trustee or of its property or affairs for
            the purpose of rehabilitation, conservation or liquidation, then, in
            any such case, (i) the Company, by or pursuant to a Board
            Resolution, may remove the Trustee with respect to all Notes or the
            Notes of such series, or (ii) any Holder of a Note who has been a
            bona fide Holder of a Note of such series for at least six months
            may, on behalf of himself and all others similarly situated,
            petition any court of competent jurisdiction for the removal of the
            Trustee with respect to all Notes of such series and the appointment
            of a successor Trustee or Trustees.

            (5) If the Trustee shall resign, be removed or become incapable of
      acting, or if a vacancy shall occur in the office of Trustee for any
      cause, with respect to the Notes of one or more series, the Company, by or
      pursuant to a Board Resolution, shall promptly appoint a successor Trustee
      or Trustees with respect to the Notes of such series (it being understood
      that any such successor Trustee may be appointed with respect to the Notes
      of one or more or all of such series and that at any time there shall be
      only one Trustee with respect to the Notes of any particular series) and
      shall comply with the applicable requirements of Section 6.9. If, within
      one year after such resignation, removal or incapacity, or the occurrence
      of such vacancy, a successor Trustee with respect to the Notes of any
      series shall be appointed by Act of the Holders of a majority in principal
      amount of the Outstanding Notes of such series delivered to the Company
      and the retiring Trustee, the successor Trustee so appointed shall,
      forthwith upon its acceptance of such appointment in accordance with the
      applicable requirements of Section 6.9, become the successor Trustee with
      respect to the Notes of such series and to that extent supersede the
      successor Trustee appointed by the Company. If no successor Trustee with
      respect to the Notes of any series shall have been so appointed within
      three months after such appointment might have been made hereunder by the
      Company or the Holders of Notes and accepted appointment in the manner
      required by Section 6.9, any Holder of a Note who has been a bona fide
      Holder of a Note of such series for at least six months may, on behalf of
      himself and all others similarly situated, petition any court of competent
      jurisdiction for the appointment of a successor Trustee with respect to
      the Notes of such series.

            (6) The Company shall give notice of each resignation and each
      removal of the Trustee with respect to the Notes of any series and each
      appointment of a successor Trustee with respect to the Notes of any series
      by publishing notice of such event once in an Authorized Newspaper in each
      Place of Payment for such series located outside the United States and its
      possessions. Each notice shall include the name of the successor Trustee
      with respect to the Notes of such series and the address of its Corporate
      Trust Office.


                                       53
<PAGE>

            (7) In no event shall any retiring Trustee be liable for the acts or
      omissions of any successor Trustee hereunder.

      Section 6.9 Acceptance of Appointment by Successor.

            (1) Upon the appointment hereunder of any successor Trustee with
      respect to all Notes, such successor Trustee so appointed shall execute,
      acknowledge and deliver to the Company and the retiring Trustee an
      instrument accepting such appointment, and thereupon the resignation or
      removal of the retiring Trustee shall become effective and such successor
      Trustee, without any further act, deed or conveyance, shall become vested
      with all the rights, powers, trusts and duties hereunder of the retiring
      Trustee; but, on the request of the Company or such successor Trustee or
      the Holders of at least 10% in principal amount of the applicable series
      of Notes then Outstanding, such retiring Trustee, upon payment of its
      charges, shall execute and deliver an instrument transferring to such
      successor Trustee all the rights, powers and trusts of the retiring
      Trustee and, subject to Section 10.3, shall duly assign, transfer and
      deliver to such successor Trustee all property and money held by such
      retiring Trustee hereunder, subject nevertheless to its claim, if any,
      provided for in Section 6.6.

            (2) Upon the appointment hereunder of any successor Trustee with
      respect to the Notes of one or more (but not all) series, the Company, the
      retiring Trustee and such successor Trustee shall execute and deliver an
      indenture supplemental hereto wherein each successor Trustee shall accept
      such appointment and which (1) shall contain such provisions as shall be
      necessary or desirable to transfer and confirm to, and to vest in, such
      successor Trustee all the rights, powers, trusts and duties of the
      retiring Trustee with respect to the Notes of that or those series to
      which the appointment of such successor Trustee relates, (2) if the
      retiring Trustee is not retiring with respect to all Notes, shall contain
      such provisions as shall be deemed necessary or desirable to confirm that
      all the rights, powers, trusts and duties of the retiring Trustee with
      respect to the Notes of that or those series as to which the retiring
      Trustee is not retiring shall continue to be vested in the retiring
      Trustee, and (3) shall add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees co-trustees of the same trust, that each such
      Trustee shall be trustee of a trust or trusts hereunder separate and apart
      from any trust or trusts hereunder administered by any other such Trustee
      and that no Trustee shall be responsible for any notice given to, or
      received by, or any act or failure to act on the part of any other Trustee
      hereunder, and, upon the execution and delivery of such supplemental
      indenture, the resignation or removal of the retiring Trustee shall become
      effective to the extent provided therein, such retiring Trustee shall have
      no further responsibility for the exercise of rights and powers or for the
      performance of the duties and obligations vested in the Trustee under this
      Indenture with respect to the Notes of that or those series to which the
      appointment of such successor Trustee relates other than as hereinafter
      expressly set forth, and such successor Trustee, without any further act,
      deed or conveyance, shall become vested with all the rights, powers,
      trusts and duties of the retiring Trustee with respect to the Notes of
      that or those series to which the appointment of such successor Trustee
      relates; but, on request of the Company or such


                                       54
<PAGE>

      successor Trustee, such retiring Trustee, upon payment of its charges with
      respect to the Notes of that or those series to which the appointment of
      such successor Trustee relates and subject to Section 10.3 shall duly
      assign, transfer and deliver to such successor Trustee, to the extent
      contemplated by such supplemental indenture, the property and money held
      by such retiring Trustee hereunder with respect to the Notes of that or
      those series to which the appointment of such successor Trustee relates,
      subject to its claim, if any, provided for in Section 6.6.

            (3) Upon request of any Person appointed hereunder as a successor
      Trustee, the Company shall execute any and all instruments for more fully
      and certainly vesting in and confirming to such successor Trustee all such
      rights, powers and trusts referred to in paragraph (1) or (2) of this
      Section, as the case may be.

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

      Section 6.10 Merger, Conversion, Consolidation or Succession to Business.

      Any Corporation into which, the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party or any
Corporation to which the Trustee shall sell or otherwise transfer all or
substantially all of its corporate trust business, shall be the successor of the
Trustee hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided, that such Corporation
shall be otherwise eligible under this Section. In case any Notes shall have
been authenticated but not delivered by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor Trustee had itself authenticated such Notes.

      Section 6.11 Appointment of Authenticating Agent.

      The Trustee may appoint one or more Authenticating Agents acceptable to
the Company with respect to one or more series of Notes, and which shall be
authorized to act on behalf of the Trustee to authenticate Notes of that or
those series issued upon original issue, exchange, partial redemption or partial
repayment or pursuant to Section 3.5, and Notes so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Notes by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.

      Each Authenticating Agent must be acceptable to the Company and, except as
provided in or pursuant to this Indenture, shall at all times be a Corporation
that is authorized under applicable law and by its charter to act as an
Authenticating Agent and has a combined capital and surplus of at least
$50,000,000. If at any time an Authenticating Agent shall cease to be


                                       55
<PAGE>

eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect specified in this Section.

      The Trustee hereby appoints JPMorgan Chase Bank, N.A., acting through its
London branch, as Authenticating Agent, and the Company hereby confirms that
such Authenticating Agent is acceptable to it.

      Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation to which the Authenticating Agent shall
sell or otherwise transfer all or substantially all of its corporate trust
business, shall be the successor of such Authenticating Agent hereunder,
provided such Corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall publish notice of such
appointment at least once in an Authorized Newspaper in the place where such
successor Authenticating Agent has its principal office if such office is
located outside the United States. Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

      The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.6.

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

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


                                       56
<PAGE>

                                                JPMORGAN CHASE BANK, N.A.
                                                as Trustee

                                                By______________________________
                                                      as Authenticating Agent

                                                By______________________________
                                                        Authorized Officer

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

                                   ARTICLE 7

                         REPORTS BY TRUSTEE AND COMPANY

      Section 7.1 Reports by Trustee.

            (1) Within 60 days after September 15 of each year commencing with
      the first September 15 following the first issuance of Notes pursuant to
      Section 3.1, the Trustee shall transmit, a brief report dated as of such
      September 15 with respect to any of the events specified below in this
      Section 7.1(1), which may have occurred since the later of the immediately
      preceding September 15 and the date of this Indenture:

                  (a) any change to the eligibility of the Trustee;

                  (b) the character and amount of any advances made by it, as
            Trustee, which remain unpaid on the date of such report, and for the
            reimbursement of which it claims or may claim a lien or charge,
            prior to that of the Notes, on the trust estate or on property or
            funds held or collected by it as Trustee, if such advances so
            remaining unpaid aggregate more than one-half of 1 per centum of the
            principal amount of Notes issued pursuant to this Indenture that are
            Outstanding on such date;

                  (c) any change to the amount, interest rate, and maturity date
            of all other indebtedness owing to the Trustee in its individual
            capacity, on the date of such report, by the Company, with a brief
            description of any property held as collateral security therefor;


                                       57
<PAGE>

                  (d) any change to the property and funds physically in its
            possession as Trustee on the date of such report;

                  (e) any release, or release and substitution, of property
            subject to the lien of this Indenture (and the consideration
            therefor, if any) which it has not previously reported;

                  (f) any additional issue of a series of Notes issued pursuant
            to this Indenture which it has not previously reported; and

                  (g) any action taken by the Trustee in the performance of its
            duties under this Indenture which it has not previously reported and
            which in its opinion materially affects the Notes, except action in
            respect of a default, notice of which has been or is to be withheld
            by it in accordance with Section 6.2.

            (2) The Trustee shall transmit the reports required by Section
      7.1(1) at stated intervals of not more than 12 months, with respect to any
      of the events specified in Section 7.1(1) which may have occurred within
      the previous 12 months (but if no such event has occurred within such
      period no report need be transmitted).

            (3) Notwithstanding anything herein to the contrary, reports
      pursuant to this Section shall be transmitted by mail to all Holders of
      Notes then Outstanding as have, within the two years preceding such
      transmission, filed their names and addresses with the Trustee for that
      purpose. A copy of each such report shall, at the time of such
      transmission to Holders, be filed with each stock exchange upon which the
      Notes are then listed. The Company will notify the Trustee when the Notes
      are listed on any stock exchange.

      Section 7.2 Reports by Company

      The Company shall:

            (1) file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Notes Exchange Act of 1934, as amended; or, if the Company is not required
      to file information, documents or reports pursuant to either of said
      Sections, then it shall file with the Trustee and the Commission, in
      accordance with rules and regulations prescribed from time to time by the
      Commission, such of the supplementary and periodic information, documents
      and reports which may be required pursuant to Section 13 of the Notes
      Exchange Act of 1934, as amended, in respect of a security listed and
      registered on a national securities exchange as may be prescribed from
      time to time in such rules and regulations;

            (2) file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information,


                                       58
<PAGE>

      documents and reports with respect to compliance by the Company with the
      conditions and covenants of this Indenture as may be required from time to
      time by such rules and regulations; and

            (3) transmit, in accordance with Section 1.6(1) of this Indenture,
      to the Holders, within 30 days after the filing thereof with the Trustee,
      such summaries of any information, documents and reports required to be
      filed by the Company, pursuant to paragraphs (1) and (2) of this Section
      as may be required by rules and regulations prescribed from time to time
      by the Commission.

                                   ARTICLE 8

                         CONSOLIDATION, MERGER AND SALES

      Section 8.1 Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not consolidate with or merge into any other Person
(whether or not affiliated with the Company), or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any
other Person (whether or not affiliated with the Company), and the Company shall
not permit any other Person (whether or not affiliated with the Company) to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to the
Company; unless:

            (1) either the Company shall be the continuing corporation, or the
      Person (if other than the Company) formed by such consolidation or into
      which the Company is merged or the Person which acquires by conveyance or
      transfer or by lease the properties and assets of the Company
      substantially as an entirety shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Trustee, in form
      satisfactory to the Trustee, the due and punctual payment of the principal
      of (and premium, if any) and interest, if any, on all the Notes and any
      Coupons appertaining thereto and the performance of every covenant of this
      Indenture on the part of the Company to be performed or observed;

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

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

      For the purpose of this Section 8.1, the term "default" means any event
that is, or after notice or lapse of time or both would become, an Event of
Default with respect to Notes of such series.


                                       59
<PAGE>

      Section 8.2 Successor Person Substituted for Company.

      Upon any consolidation by the Company with or merger of the Company into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety to any Person in accordance
with Section 8.1, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and thereafter, except in
the case of a lease, the predecessor Person shall be released from all
obligations and covenants under this Indenture, the Notes and the Coupons.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

      Section 9.1 Supplemental Indentures without Consent of Holders.

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

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

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

            (3) to add to or change any of the provisions of this Indenture to
      provide that Notes may be registrable as to principal, to change or
      eliminate any restrictions on the payment of principal of, any premium or
      interest on, Notes, to permit Notes to be exchanged for Notes of other
      authorized denominations or to permit or facilitate the issuance of Notes
      in uncertificated form, provided any such action shall not adversely
      affect the interests of the Holders of Outstanding Notes of any series or
      any Coupons appertaining thereto in any material respect; or

            (4) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Notes of one or more
      series and to add to or change any of the provisions of this Indenture as
      shall be necessary to provide for or facilitate the administration of the
      trusts hereunder by more than one Trustee, pursuant to the requirements of
      Section 6.9; or

            (5) to cure any ambiguity or to correct or supplement any provision
      herein which may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture,


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<PAGE>

      provided that no such action pursuant to this clause (5) shall adversely
      affect the interests of the Holders of Notes of any series then
      Outstanding or any Coupons appertaining thereto in any material respect;
      or

            (6) to establish the form or terms of Notes of any series and any
      related Coupons as permitted by Sections 2.1 and 3.1, including the
      provisions and procedures relating to Notes convertible into or
      exchangeable for any securities of any Person (including the Company); or

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

            (8) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Notes pursuant to Article 4, provided that any
      such action shall not adversely affect the interests of any Holder of an
      Outstanding Note of such series and any Coupons appertaining thereto or
      any other Outstanding Note or Coupon in any material respect; or

            (9) to secure payment on the Notes pursuant to Section 10.4 or
      otherwise; or

            (10) to amend or supplement any provision contained herein or in any
      supplemental indenture, provided that no such amendment or supplement
      shall materially adversely affect the interests of the Holders of any
      Notes then Outstanding and any Coupons appertaining thereto; or

            (11) to comply with the clearing system requirements of Euroclear
      and Clearstream, as appropriate, with respect to Notes that are issued in
      the form of Global Notes.

      Section 9.2 Supplemental Indentures with Consent of Holders

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

            (1) change the Stated Maturity of the principal of, or any premium
      or installment of interest on, any Note, or reduce the principal amount
      thereof or the rate (or modify the calculation of such rate) of interest
      thereon, or any premium payable upon the redemption thereof or otherwise,
      or reduce the amount of the principal of an Original Issue Discount Note
      that would be due and payable upon a declaration of acceleration of the
      Maturity thereof pursuant to Section 5.2 or the amount thereof provable in
      bankruptcy pursuant to Section 5.4, change the redemption provisions or
      adversely affect the right of


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<PAGE>

      repayment at the option of any Holder as contemplated by Article 13, or
      change the Place of Payment, Currency in which the principal of, any
      premium or interest on, any Note is payable, or impair the right to
      institute suit for the enforcement of any such payment on or after the
      Stated Maturity thereof (or, in the case of redemption, on or after the
      Redemption Date or, in the case of repayment at the option of the Holder,
      on or after the date for repayment), or modify any of the provisions of
      Section 3.7 in a manner that adversely affect the rights of the Holders of
      any Notes then Outstanding and any Coupons appertaining thereto; or

            (2) reduce the percentage in principal amount of the Outstanding
      Notes of any series, the consent of whose Holders is required for any such
      supplemental indenture, or the consent of whose Holders is required for
      any waiver (of compliance with certain provisions of this Indenture or
      certain defaults hereunder and their consequences) provided for in this
      Indenture, or reduce the requirements of Section 15.4 for quorum or
      voting; or

            (3) modify any of the provisions of this Section, Section 5.13 or
      Section 10.6, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Note affected
      thereby; or

            (4) modify any of the provisions of this Indenture relating to the
      subordination of the Notes in a manner adverse to Holders of Notes; or

            (5) make any change that adversely affects the right to convert or
      exchange any Note into or for securities of the Company or other
      securities, (whether or not issued by the Company) cash or property in
      accordance with its terms.

      A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture, which shall have been included expressly and solely
for the benefit of one or more particular series of Notes, or which modifies the
rights of the Holders of Notes 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 Notes of any other series.

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

      Any consent given by any Holder of a Note under this Section 9.2 shall be
irrevocable for a period of six months after the day of execution thereof, but
may be revoked at any time thereafter by such Holder or by his successor in
title by filing written notice of such revocation with the Trustee at its
Corporate Trust Office; provided, however, that such consent shall not be
revocable after the holders of not less than a majority in aggregate principal
amount of the Notes of the series of which such Note is a part at the time
Outstanding shall have consented to such supplemental indenture. No notation on
any Note of the fact of such consent shall be necessary, but any such written
consent by the Holder of any Note shall be conclusive and binding on all


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<PAGE>

future Holders and owners of the same Note and of all Notes delivered in
exchange therefor, unless revoked in the manner and during the period provided
in this Section 9.2.

      Section 9.3 Execution of Supplemental Indentures.

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

      Section 9.4 Effect of Supplemental Indentures.

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

      Section 9.5 Reference in Notes to Supplemental Indentures.

      Notes of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes of any series so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Notes of such series in equal aggregate principal amounts, and such
exchange shall be made without cost to the Holders.

      Section 9.6 Effect on Senior Indebtedness.

      No supplemental indenture shall directly or indirectly modify or eliminate
the provisions of Article 16 in any manner, which might terminate or impair the
subordination of the Notes of any series to any Senior Indebtedness, or
adversely affect the rights of any holder of Senior Indebtedness, without the
prior written consent of the holders of such Senior Indebtedness.

      Section 9.7 Notice of Supplemental Indenture.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Notes of any series affected thereby a notice setting
forth in general terms the substance of such supplemental indenture. Failure to
send such notice will not impair the validity of such supplemental indenture.


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                                   ARTICLE 10

                                    COVENANTS

      Section 10.1 Payment of Principal, any Premium, Interest.

      The Company covenants and agrees for the benefit of the Holders of the
Notes of each series that it will duly and punctually pay the principal of, and
any premium or interest, if any, on the Notes of such series in accordance with
the terms thereof, any Coupons appertaining thereto and this Indenture. Any
interest due on any Note on or before the Maturity thereof, shall be payable
only upon presentation and surrender of the Coupons appertaining thereto for
such interest as they severally mature. When and as paid, all Notes of such
series shall be cancelled and disposed of in accordance with the Section 3.9
hereof.

      Section 10.2 Maintenance of Office or Agency.

      The Company shall maintain in each Place of Payment for any series of
Notes an Office or Agency where Notes of such series may be presented or
surrendered for payment (subject to the following sentence), where Notes of such
series may be surrendered for exchange, where Notes of such series that are
convertible or exchangeable may be surrendered for conversion or exchange, and
where notices and demands to or upon the Company in respect of the Notes of such
series relating thereto and this Indenture may be served. The Company shall
maintain, subject to any laws or regulations applicable thereto, an Office or
Agency in a Place of Payment for each series of Notes which is located outside
the United States and its possessions where Notes of such series and any Coupons
appertaining thereto may be presented and surrendered for payment; provided,
however, that if the Notes of such series are listed on The London Stock
Exchange plc or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and its possessions and such stock exchange
shall so require, the Company shall maintain an Issuing and Paying Agent in
London, Luxembourg or any other required city located outside the United States
and its possessions, as the case may be, so long as the Notes of such series are
listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such Office or
Agency. If at any time the Company shall fail to maintain any such required
Office or Agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, exchanges, conversions, notices and demands may
be made or served at the Corporate Trust Office of the Trustee, except that
Notes of such series and any Coupons appertaining thereto may be presented and
surrendered for payment at the place specified for the purpose with respect to
such Notes as provided in or pursuant to this Indenture, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

      Except as otherwise provided in or pursuant to this Indenture, no payment
of principal, premium or interest with respect to Notes shall be made at any
Office or Agency in the United States or its possessions or by check mailed to
any address in the United States or its possessions or by transfer to an account
maintained with a bank located in the United States or its possessions;
provided, however, if amounts owing with respect to any Notes shall be payable
in Dollars, payment of principal of, any premium or interest on, any such Note
may be made at the Corporate Trust Office of the Trustee or any Office or Agency
designated by the Company in the


                                       64
<PAGE>

Borough of Manhattan, The City of New York, if (but only if) payment of the full
amount of such principal, premium or interest at all offices outside the United
States and its possessions maintained for such purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions, and the Company has delivered to the
Trustee an opinion of counsel to that effect.

      The Company may also from time to time designate one or more other Offices
or Agencies where the Notes of one or more series may be exchanged, presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an Office or Agency
in each Place of Payment for Notes of any series for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other Office or Agency.
Unless otherwise provided in or pursuant to this Indenture, the Company hereby
designates London as the Place of Payment for each series of Notes and initially
appoints JPMorgan Chase Bank, N.A., acting through its London branch, as the
Issuing and Paying Agent of the Company in London for all of the foregoing
purposes. The Company may subsequently appoint a different Office or Agency in
the London for the Notes of any series.

      Section 10.3 Money for Notes Payments to Be Held in Trust.

      If the Company shall at any time act as its own Issuing and Paying Agent,
with respect to any series of Notes, it shall, on or before each due date of the
principal of, any premium or interest on, any of the Notes of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Notes of such series are payable (except as otherwise
specified pursuant to Section 3.1 for the Notes of such series) sufficient to
pay the principal or any premium or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its action or failure so to act.

      Whenever the Company shall have one or more Issuing and Paying Agents for
any series of Notes, it shall, no later than 10:00 A.M. (London time) on the
London Business Day prior to each due date of the principal of, any premium or
interest on, any Notes of such series, deposit with any Issuing and Paying Agent
a sum (in the currency or currencies, currency unit or units or composite
currency or currencies described in the preceding paragraph) sufficient to pay
the principal or any premium or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled thereto, and (unless such Issuing
and Paying Agent is the Trustee) the Company will promptly notify the Trustee of
its action or failure so to act.

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

            (1) hold all sums held by it for the payment of the principal of,
      any premium or interest on, Notes of such series in trust for the benefit
      of the Persons entitled thereto


                                       65
<PAGE>

      until such sums shall be paid to such Persons or otherwise disposed of as
      provided in or pursuant to this Indenture;

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

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

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

      Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Issuing and Paying Agent, or then held by the
Company, in trust for the payment of the principal of, any premium or interest
on, any Note of any series or any Coupon appertaining thereto and remaining
unclaimed for two years after such principal or any such premium or interest
shall have become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company), unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, shall be discharged from such trust; and the Holder of such Note or any
Coupon appertaining thereto shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Issuing and Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Issuing and Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment for such
series, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication nor shall it be later than two years after such principal and any
premium or interest shall have become due and payable, any unclaimed balance of
such money then remaining will be repaid to the Company.

      Section 10.4 Limitations on Pledges and Liens.

            (1) After the date of the execution and delivery of this Indenture
      and so long as any Notes shall be Outstanding, the Company will not pledge
      or otherwise subject to any lien (any such pledge or lien being
      hereinafter referred to as a "Lien") any of its property or assets to
      secure Indebtedness for money borrowed, incurred, issued, assumed or
      guaranteed by the Company without thereby expressly securing the due and
      punctual payment of the principal of and interest on the Notes equally and
      ratably with any and all other obligations and Indebtedness secured by
      such Lien, so long as any such other


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<PAGE>

      obligations and Indebtedness shall be so secured; provided, however, that
      this restriction shall not prohibit or otherwise restrict:

                  (a) the Company from creating, incurring or suffering to exist
            upon any of its property or assets any Lien in favor of any
            Subsidiary of the Company;

                  (b) the Company (i) from creating, incurring or suffering to
            exist a purchase money Lien upon any such property, assets, Capital
            Stock or Indebtedness acquired by the Company prior to, at the time
            of, or within one year after (1) in the case of physical property or
            assets, the later of the acquisition, completion of construction
            (including any improvements on existing property) or commencement of
            commercial operation of such property or (2) in the case of shares
            of Capital Stock, Indebtedness or other property or assets, the
            acquisition of such shares of Capital Stock, Indebtedness, property
            or assets, (ii) from acquiring property or assets subject to Liens
            existing thereon at the date of acquisition thereof, whether or not
            the Indebtedness secured by any such Lien is assumed or guaranteed
            by the Company, or (iii) from creating, incurring or suffering to
            exist Liens upon any property of any Person, which Liens exist at
            the time any such Person is merged with or into or consolidated with
            the Company (or becomes a Subsidiary of the Company) or which Liens
            exist at the time of a sale or transfer of the properties of any
            such Person as an entirety or substantially as an entirety to the
            Company;

                  (c) the Company from creating, incurring or suffering to exist
            upon any of its property or assets Liens in favor of the United
            States, or any agency, department or other instrumentality thereof,
            to secure progress, advance or other payments pursuant to any
            contract or provision of any statute (including maintaining
            self-insurance or participating in any fund in connection with
            worker's compensation, disability benefits, unemployment insurance,
            old age pensions or other types of social benefits, or joining in
            any other provisions or benefits available to companies
            participating in any such arrangements);

                  (d) the Company from creating, incurring or suffering to exist
            upon any of its property or assets Liens securing the performance of
            letters of credit, bids, tenders, sales contracts, purchase
            agreements, repurchase agreements, reverse repurchase agreements,
            bankers' acceptances, leases, surety and performance bonds, and
            other similar obligations incurred in the ordinary course of
            business;

                  (e) the Company from creating, incurring or suffering to exist
            Liens upon any real property acquired or constructed by the Company
            primarily for use in the conduct of its business;

                  (f) the Company from entering into any arrangement with any
            Person providing for the leasing by the Company of any property or
            assets, which property or assets have been or will be sold or
            transferred by the Company to such Person with the intention that
            such property or assets will be leased back to the Company, if the
            obligations in respect of such lease would not be included as
            liabilities on a consolidated balance sheet of the Company;


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<PAGE>

                  (g) the Company from creating, incurring or suffering to exist
            upon any of its property or assets Liens to secure non-recourse debt
            in connection with the Company engaging in any leveraged or
            single-investor or other lease transactions, whether (in the case of
            Liens on or relating to leases or groups of leases or the particular
            properties subject thereto) such Liens are on the particular
            properties subject to any leases involved in any of such
            transactions and/or the rental or other payments or rights under
            such leases or, in the case of any group of related or unrelated
            leases, on the properties subject to the leases comprising such
            group and/or on the rental or other payments or rights under such
            leases, or on any direct or indirect interest therein, and whether
            (in any case) (A) such Liens are created prior to, at the time of,
            or at any time after the entering into of such lease transactions
            and/or (B) such leases are in existence prior to, or be entered into
            by the Company at the time of or at any time after, the purchase or
            other acquisition by the Company of the properties subject to such
            leases;

                  (h) the Company from creating, incurring or suffering to exist
            (A) other consensual Liens in the ordinary course of business of the
            Corporation that secure Indebtedness that, in accordance with
            generally accepted accounting principles, would not be included in
            total liabilities as shown on the Company's consolidated balance
            sheet, or (B) Liens created by the Company in connection with any
            transaction intended by the Company to be a sale of property or
            assets of the Company, provided that such Liens are upon any or all
            of the property or assets intended to be sold, the income from such
            property or assets and/or the proceeds of such property or assets;

                  (i) the Company from creating, incurring or suffering to exist
            Liens on property or assets financed through tax-exempt municipal
            obligations, provided that such Liens are only on the property or
            assets so financed;

                  (j) any extension, renewal or replacement (or successive
            extensions, renewals or replacements), in whole or in part, of any
            of the foregoing; provided, however, that any such extension,
            renewal or replacement shall be limited to all or a part of the
            property or assets (or substitutions therefor) which secured the
            Lien so extended, renewed or replaced (plus improvements on such
            property); and

                  (k) the Company from creating, incurring or suffering to exist
            any other Lien not otherwise permitted by any of the foregoing
            clauses (a) through (j) above if the aggregate amount of all secured
            debt of the Company secured by such Liens would not exceed 10% of
            the excess of the Company's consolidated assets over the
            consolidated liabilities as shown on the Company's most recent
            audited consolidated financial statements in accordance with
            generally accepted accounting principles.

            (2) For the purposes of this Section 10.4, any contract by which
      title is retained as security (whether by lease, purchase, title retention
      agreement or otherwise) for the payment of a purchase price shall be
      deemed to be a purchase money Lien. Nothing in this Section 10.4 shall
      apply to any Lien of any kind upon any of the properties of any character
      of the Company existing on the date of execution and delivery of this
      Indenture.


                                       68
<PAGE>

            (3) Nothing contained in this Section 10.4 or elsewhere in this
      Indenture shall prevent or be deemed to prohibit the creation, assumption
      or guaranty by the Company of any Indebtedness not secured by a Lien or
      the issuance by the Company of any debentures, notes or other evidences of
      Indebtedness not secured by a Lien, whether in the ordinary course of
      business or otherwise.

            (4) The entry by the Company into any contract, document, agreement
      or instrument (which shall include bank credit facilities and loan
      agreements), in the ordinary course of business or otherwise, which
      contract, document agreement or instrument may provide for or contain a
      right of set-off between the Company and such other party to the contract,
      document agreement or instrument shall not result in, or be deemed to
      constitute, the creation or incurrence of a "Lien" as such term is used in
      this Indenture.

      Section 10.5 Corporate Existence.

      Subject to Article 8, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existences
and that of each of its Subsidiaries and its rights (charter and statutory) and
franchises; provided, however, that the foregoing shall not obligate the Company
or any of its Subsidiaries to preserve any such right or franchise if the
Company or any such Subsidiary shall determine that the preservation thereof is
no longer desirable in the conduct of its business or the business of such
Subsidiary and that the loss thereof is not disadvantageous in any material
respect to any Holder.

      Section 10.6 Waiver of Certain Covenants.

      The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 10.4 of this Indenture with respect
to the Notes of any series if, before the time for such compliance, the Holders
of at least a majority in principal amount of the Outstanding Notes of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect. The Company shall obtain and file with the Trustee, before or after
the time for such compliance, evidence of the consent of such Holders.

      Section 10.7 Company Statement as to Compliance; Notice of Certain
Defaults.

            (1) The Company shall deliver to the Trustee, within 120 days after
      the end of each fiscal year, a written statement (which need not be
      contained in or accompanied by an Officers' Certificate) signed by the
      principal executive officer, the principal financial officer or the
      principal accounting officer of the Company, stating that

                  (a) a review of the activities of the Company during such year
            and of its performance under this Indenture has been made under his
            or her supervision, and


                                       69
<PAGE>

                  (b) to the best of his or her knowledge, based on such review,
            (a) the Company has complied with all the conditions and covenants
            imposed on it under this Indenture throughout such year, or, if
            there has been a default in the fulfillment of any such condition or
            covenant or agreement, specifying each such default known to him or
            her and the nature and status thereof, and (b) no event has occurred
            and is continuing which is, or after notice or lapse of time or both
            would become, an Event of Default, or, if such an event has occurred
            and is continuing, specifying each such event known to him and the
            nature and status thereof.

            (2) The Company shall deliver to the Trustee, within five days after
      the occurrence thereof, written notice of any Event of Default or any
      event which after notice or lapse of time or both would become an Event of
      Default pursuant to clause (4) or (5) of Section 5.1.

            (3) The Trustee shall have no duty to monitor the Company's
      compliance with the covenants contained in this Article 10 other than as
      specifically set forth in this Section 10.7.

      Section 10.8 Limitation on Indebtedness.

      The Company shall not permit (1) the aggregate amount of Senior
Subordinated Indebtedness Outstanding at any time to exceed an amount equal to
100% of the aggregate amount of the par or stated value of all classes of
Capital Stock plus the surplus (including retained earnings) of the Company and
its consolidated Subsidiaries (determined in accordance with GAAP) at such time
or (2) the aggregate amount of Senior Subordinated Indebtedness and Junior
Subordinated Indebtedness Outstanding any time to exceed an amount equal to 150%
of the aggregate amount of the par or stated value of all classes of Capital
Stock plus the surplus (including retained earnings) of the Company and its
consolidated Subsidiaries (determined in accordance with GAAP) at such time.

                                   ARTICLE 11

                               REDEMPTION OF NOTES

      Section 11.1 Applicability of Article.

      Except as set forth in this Article 11, or unless specified pursuant to
Section 3.1 with respect to a particular series of Notes, Notes shall not be
redeemable prior to Maturity.

      Section 11.2 Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Notes shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption of Notes at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee and the Issuing and Paying
Agent of such Redemption Date and of the principal amount of Notes of such
series to be redeemed and of the provision of this Indenture or of the Notes
pursuant to which such redemption is authorized. In the case of any redemption
of Notes (a) prior to the expiration of


                                       70
<PAGE>

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

      Section 11.3 Selection by Trustee of Notes to be Redeemed.

      If less than all of the Notes of any series with the same issue date,
interest rate or formula, Stated Maturity and other terms are to be redeemed,
the particular Notes to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Notes of such
series not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate.

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Notes selected for partial
redemption, the principal amount thereof to be redeemed.

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

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

      Section 11.4 Notice of Redemption.

      Notice of redemption shall be given in the manner provided in Section 1.6,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Notes to be redeemed, to the Holders of Notes
to be redeemed. In addition, for so long as the Notes to be redeemed are listed
on the LSE and the rules of the LSE (or the U.K. Listing Authority) so require,
any notice of redemption and all other communications to the Holders of the
Notes designated for redemption shall be published in a leading daily newspaper
with general circulation in London (which is expected to be the Financial
Times).

      All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price or, if not then ascertainable, the manner
      of calculation thereof,


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<PAGE>

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

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

            (5) that, on the Redemption Date, the Redemption Price shall become
      due and payable upon each such Note or portion thereof to be redeemed,
      and, if applicable, that interest thereon shall cease to accrue on and
      after said date,

            (6) the place or places where such Notes, together (in the case of
      Notes) with all Coupons appertaining thereto, if any, maturing after the
      Redemption Date, are to be surrendered for payment of the Redemption Price
      and any accrued interest,

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

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

            (9) in the case of Notes of any series that are convertible into
      Common Stock of the Company or exchangeable for other securities, the
      conversion or exchange price or rate, the date or dates on which the right
      to convert or exchange the principal of the Notes of such series to be
      redeemed will commence or terminate and the place or places where such
      Notes may be surrendered for conversion or exchange, and

            (10) Common Code and ISIN reference numbers of such Notes, if any
      (or any other numbers used by a Depository to identify such Notes).

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

      Section 11.5 Deposit of Redemption Price.

      By no later than 10:00 AM (London time) on the London Business Day prior
to any Redemption Date, the Company shall deposit, with respect to the Notes of
any series called for redemption pursuant to Section 11.4, with the Trustee or
with an Issuing and Paying Agent (or, if the Company is acting as its own
Issuing and Paying Agent, segregate and hold in trust as provided in Section
10.3) an amount of money in the applicable Currency sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless otherwise specified pursuant to Section 3.1 or in the Notes
of such series) any accrued interest on, all such Notes or portions thereof
which are to be redeemed on that date.


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      Section 11.6 Notes Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Notes so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Notes
shall cease to bear interest and the Coupons for such interest appertaining to
any Notes so to be redeemed, except to the extent provided below, shall be void.
Upon surrender of any such Note for redemption in accordance with said notice,
together with all Coupons, if any, appertaining thereto maturing after the
Redemption Date, such Note shall be paid by the Company at the Redemption Price,
together with any accrued interest to the Redemption Date; provided, however,
that, except as otherwise provided in or pursuant to this Indenture or the Notes
of such series, installments of interest on Notes whose Stated Maturity is on or
prior to the Redemption Date shall be payable only upon presentation and
surrender of Coupons for such interest (at an Office or Agency located outside
the United States and its possessions except as otherwise provided in Section
10.2).

      If any Note surrendered for redemption shall not be accompanied by all
appurtenant Coupons maturing after the Redemption Date, such Note may be paid
after deducting from the Redemption Price an amount equal to the face amount of
all such missing Coupons, or the surrender of such missing Coupon or Coupons may
be waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Issuing
and Paying Agent harmless. If thereafter the Holder of such Note shall surrender
to the Trustee or any Issuing and Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such Note
located outside of the United States and its possessions except as otherwise
provided in Section 10.2.

      If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium until paid, shall bear
interest from the Redemption Date at the rate prescribed therefor in the Note.

      Section 11.7 Notes Redeemed in Part.

      Upon surrender of any Note in global form which is to be redeemed only in
part, the Company shall execute, and the Trustee shall authenticate and deliver
to the Common Depositary for such Note in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Note in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Note in global form so surrendered.

      Section 11.8 Cancellation and Destruction of Notes

      All Notes redeemed and paid pursuant to the provisions of this Article 11
shall be cancelled and disposed of, as provided in Section 3.9, and, except in
the case of partial redemption of any Note, no Note shall be issued under this
Indenture in lieu thereof.


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      Section 11.9 Optional Redemption in the Event of Change in Tax Treatment.

      All or any portion of any series of Notes may be redeemed at the election
of the Company any time upon the giving of a notice of redemption as provided in
Section 11.4 and Section 1.6 (the "Early Tax Redemption"), solely if (i) as a
result of any change in, or amendment to, the laws (or any regulations or
rulings promulgated thereunder) of the United States, or any change in, or
amendment to, an official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after the date of this Indenture, the Company becomes or
will become obligated to pay Additional Amounts as set forth in Section 3.7 or
(ii) any act is taken by a taxing authority of the United States on or after the
date of this Indenture, whether or not such act is taken with respect to the
Company or any of its Affiliates, that results in a substantial probability that
the Company will or may be required to pay such Additional Amounts on all or any
portion of one or more series of Notes, and the Company determines, in its
business judgment, that the obligation to pay such Additional Amounts cannot be
avoided by the use of reasonable measures available to the Company, not
including substitution of the obligor under such Notes; provided that,
notwithstanding Section 11.4, no such notice of redemption shall be given less
than 35 days nor more than 60 days prior to the Redemption Date. Notes redeemed
pursuant to this Section 11.9 shall be redeemed at 100% of their principal
amount, together with interest accrued thereon to the date fixed for redemption
(or, in the case of Original Issue Discount Notes, at their accreted value); and
provided further that no Early Tax Redemption pursuant to Section 11.9(ii) above
may be made unless the Company shall have received an Opinion of Counsel to the
effect that an act taken by a taxing authority of the United States results in a
substantial probability that it will or may be required to pay the Additional
Amounts set forth in Section 3.7 and the Company shall have delivered to the
Trustee an Officers' Certificate, stating that based on such Opinion of Counsel,
the Company shall be entitled to redeem such Notes pursuant to their terms.

      Section 11.10 Special Redemption.

      If the determination is made, based on an Opinion of Counsel, in
accordance with the relevant provision of the Notes that any certification,
identification or information reporting requirements of United States law or
regulation with regard to the nationality, residence or identity of a beneficial
owner of such Notes or Coupons appertaining thereto would be applicable to a
payment of principal of or interest on such Notes or Coupons appertaining
thereto made outside the United States by the Company or a paying agent
appointed by the Company (other than a requirement that would not be applicable
to a payment made to a custodian, nominee or other agent of the beneficial
owner, or which could be satisfied by the holder, custodian, nominee or other
agent certifying that the beneficial owner is not a United States person;
provided, however, in each case that payment by a holder, custodian, nominee or
agent to the beneficial owner is not otherwise subject to any certification,
identification or information reporting requirement referred to in this
sentence), the following provisions shall be applicable:

            (1) The Company shall, promptly after it has made such
      determination, give notice to the Trustee of such determination and shall
      redeem all or the applicable portion of such series of Notes, in whole but
      not in part, at 100% of their principal amount, together with interest
      accrued to the Redemption Date (or, in the case of Original Issue Discount
      Notes, at their accreted value), as soon as practicable after such
      determination.


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<PAGE>

            (2) As soon as practicable after it has received such notice from
      the Company, the Trustee shall give prompt notice of such determination in
      accordance with the provisions of Section 11.4 and Section 1.6, stating in
      the notice the effective date of such certification, identification or
      information reporting requirements (as advised to it in writing by the
      Company) and the dates within which the redemption by the Company shall
      occur, which dates will be the dates falling on the 60th day and the 365th
      day (or the 366th day in the case of a leap year) following the date such
      notice of determination is first given. The Trustee shall send a copy of
      such notice of determination to the Company and the paying agent appointed
      by the Company.

            (3) If the Company is required to redeem all or the applicable
      portion of a series of Notes, the Company shall give notice to the Trustee
      of such redemption at least 75 days before the date fixed for redemption
      (notwithstanding Section 11.2), unless notice within a shorter period of
      time is acceptable to the Trustee.

            (4) The Company shall not so redeem any portion of such series of
      Notes, however, if it shall, based on a subsequent event, determine, based
      on an Opinion of Counsel, not less than 30 days prior to the Redemption
      Date, that no payment would be subject to any requirement described above,
      in which case the Trustee shall give prompt notice of that determination
      in accordance with the provisions of Section 11.4 and Section 1.6 and any
      earlier redemption notice shall be deemed revoked and of no further
      effect.

            (5) In case the Company shall give notice of redemption to the
      Trustee, the Trustee shall cause to be delivered on behalf of the Company,
      at the expense of the Company, a notice of redemption, in accordance with
      the provisions of Section 11.4 and Section 1.6. The Trustee shall send a
      copy of such notice of redemption to the Company and the paying agent
      appointed by the Company.

            (6) Notwithstanding Section 11.4, any notice of redemption provided
      for in this Section 11.10 shall be given on behalf of the Company, at the
      expense of the Company not less than 60 days nor more than 90 days prior
      to Redemption Date.

            (7) Notwithstanding the above provisions of this Section 11.10, if
      and so long as the certification, identification or information reporting
      requirements referred to above in this Section 11.10 would be fully
      satisfied by payment of United States withholding, backup withholding or a
      similar tax (but without any requirement that the nationality, residence
      or identity of such Holder be disclosed to the Company or the paying agent
      appointed by the Company or any governmental authority), the Company may
      elect, prior to publication of the notice of redemption contemplated in
      this Section to pay as additional interest such Additional Amounts as are
      necessary in order that, following the effective date of such
      requirements, every net payment made outside the United States by the
      Company or a paying agent appointed by the Company of the principal of and
      interest on the applicable portion of such series of Notes or on any
      Coupon appertaining thereto eligible to be redeemed, to a Holder who is
      not a United States person, after deduction for such United States
      withholding, backup withholding or similar tax (other than a withholding,
      backup withholding or similar tax which (i) would not be applicable in the


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      circumstances referred to in the parenthetical clause of the first
      sentence of this Section 11.10 pertaining to payments to a custodian,
      nominee or other agent or (ii) is described in any of the clauses (1)
      through (10) of Section 3.7 (except for Section 3.7(3), or to the extent
      involving Section 3.7(3), Section 3.7(10)), will not be less than the
      amount provided in the Notes or such Coupons to be then due and payable.

                                   ARTICLE 12

                                  SINKING FUNDS

      Section 12.1 Applicability of Article.

      Unless specified pursuant to Section 3.1 with respect to a particular
series of Notes, Notes shall not be entitled to any sinking funds.

                                   ARTICLE 13

                       REDEMPTION AT THE OPTION OF HOLDERS

      Section 13.1 Applicability of Article.

      Unless specified pursuant to Section 3.1 with respect to a particular
series of Notes, Holders shall not have the option to require redemption of any
Notes prior to their Stated Maturity and, if the terms of a particular series of
Notes provide that they shall be redeemable at the option of the Holders of
Notes, notice of redemption shall be given by the Holders of Notes not less than
15 days prior to the date specified as the Redemption Date in such notice.

                                   ARTICLE 14

                           NOTES IN FOREIGN CURRENCIES

      Section 14.1 Applicability of Article.

      Whenever this Indenture provides for (1) any action by, or the
determination of any of the rights of, Holders of Notes of any series in which
not all of such Notes are denominated in the same Currency, or (ii) any
distribution to Holders of Notes, in the absence of any provision to the
contrary in the form of Note of any particular series or pursuant to this
Indenture or the Notes, any amount in respect of any Note denominated in a
Currency other than Dollars shall be treated for any such action or distribution
as that amount of Dollars that could be obtained for such amount on such
reasonable basis of exchange as the Company may specify in a written notice to
the Trustee.


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                                   ARTICLE 15

                          MEETINGS OF HOLDERS OF NOTES

      Section 15.1 Purposes for Which Meetings May Be Called.

      A meeting of Holders of Notes of any series may be called at any time and
from time to time pursuant to this Article, to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
by this Indenture or under applicable law, to be made, given or taken by Holders
of Notes of such series.

      Section 15.2 Call, Notice and Place of Meetings.

            (1) The Trustee may at any time call a meeting of Holders of Notes
      of any series for any purpose specified in Section 15.1, to be held at
      such time and at such place in the Borough of Manhattan, The City of New
      York, or in London or in such other place outside the United States and
      its possessions as the Trustee shall determine. Notice of every meeting of
      Holders of Notes of any series, setting forth the time and the place of
      such meeting and in general terms the action proposed to be taken at such
      meeting, shall be given, in the manner provided in Section 1.6, not less
      than 21 nor more than 180 days prior to the date fixed for the meeting.

            (2) In case at any time the Company (by or pursuant to a Board
      Resolution) or the Holders of at least 10% in principal amount of the
      Outstanding Notes of any series or all series shall have requested the
      Trustee to call a meeting of the Holders of Notes of such series or all
      series, respectively, for any purpose specified in Section 15.1, by
      written request setting forth in reasonable detail the action proposed to
      be taken at the meeting, and the Trustee shall not have given notice in
      the manner provided in Section 1.6 of such meeting within 21 days after
      receipt of such request or shall not thereafter proceed to cause the
      meeting to be held as provided herein, then the Company or the Holders of
      Notes of such series in the amount above specified, as the case may be,
      may determine the time and the place in the Borough of Manhattan, The City
      of New York, or in London for such meeting and may call such meeting for
      such purposes by giving notice thereof as provided in clause (1) of this
      Section.

      Section 15.3 Persons Entitled to Vote at Meetings.

      To be entitled to vote at any meeting of Holders of Notes of any series, a
Person shall be (1) a Holder of one or more Outstanding Notes of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Notes of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Notes of any series shall be the Persons entitled to vote
at such meeting and their counsel, any representatives of the Trustee and its
counsel, and any representatives of the Company and its counsel.


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      Section 15.4 Quorum; Action.

      The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Notes of the relevant series shall constitute a quorum for any
meeting of Holders of Notes of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Notes of such series, be dissolved. In any
other case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any reconvened meeting, such reconvened
meeting may be further adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
reconvened meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 15.2(1), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Notes of such series which shall constitute a quorum.

      Except as limited by the proviso to Section 9.2, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Notes of that series; provided,
however, that, except as limited by the proviso to Section 9.2, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Notes of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Notes of such
series.

      Except as limited by the proviso to Section 9.2, any resolution passed or
decision taken at any meeting of Holders of Notes of any series duly held in
accordance with this Section shall be binding on all the Holders of Notes of
such series and the Coupons appertaining thereto, whether or not such Holders
were present or represented at the meeting.

      Section 15.5 Determination of Voting Rights; Conduct and Adjournment of
Meetings.

            (1) Notwithstanding any other provisions of this Indenture, the
      Trustee may make such reasonable regulations as it may deem advisable for
      any meeting of Holders of Notes of such series in regard to proof of the
      holding of Notes of such series and of the appointment of proxies and in
      regard to the appointment and duties of inspectors of votes, the
      submission and examination of proxies, certificates and other evidence of
      the right to vote, and such other matters concerning the conduct of the
      meeting as it shall deem appropriate. Except as otherwise permitted or
      required by any such regulations, the holding of Notes shall be proved in
      the manner specified in Section 1.4 and the appointment of any proxy shall
      be proved in the manner specified in Section 1.4 or by having the
      signature of the person executing the proxy witnessed or guaranteed by any
      trust company, bank or banker authorized by Section 1.4 to certify to the
      holding of Notes. Such regulations may provide that written instruments
      appointing proxies, regular


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<PAGE>

      on their face, may be presumed valid and genuine without the proof
      specified in Section 1.4 or other proof.

            (2) The Trustee shall, by an instrument in writing, appoint a
      temporary chairman of the meeting, unless the meeting shall have been
      called by the Company or by Holders of Notes as provided in Section
      15.2(2), in which case the Company or the Holders of Notes of the series
      calling the meeting, as the case may be, shall in like manner appoint a
      temporary chairman. A permanent chairman and a permanent secretary of the
      meeting shall be elected by vote of the Persons entitled to vote a
      majority in principal amount of the Outstanding Notes of such series
      represented at the meeting.

            (3) At any meeting, each Holder of a Note of such series or proxy
      shall be entitled to one vote for each $1,000 principal amount of Notes of
      such series held or represented by him or such other amount established
      pursuant to Section 3.1; provided, however, that no vote shall be cast or
      counted at any meeting in respect of any Note challenged as not
      Outstanding and ruled by the chairman of the meeting to be not
      Outstanding. The chairman of the meeting shall have no right to vote,
      except as a Holder of a Note of such series or proxy.

            (4) Any meeting of Holders of Notes of any series duly called
      pursuant to Section 15.2 at which a quorum is present may be adjourned
      from time to time by Persons entitled to vote a majority in principal
      amount of the Outstanding Notes of such series represented at the meeting;
      and the meeting may be held as so adjourned without further notice.

      Section 15.6 Counting Votes and Recording Action of Meetings.

      The vote upon any resolution submitted to any meeting of Holders of Notes
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Notes of such series or of their representatives by
proxy and the principal amounts and serial numbers of the Outstanding Notes of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders of Notes of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 15.2 and, if applicable, Section 15.4. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


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<PAGE>

      Section 15.7 Preservation of Rights of Trustee and Holders

      Nothing contained in this Article 15 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders of any or all
series or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred
upon or reserved to the Trustee or to the Holders of any or all series under any
of the provisions of this Indenture or of such series of Notes.

                                   ARTICLE 16

                           SUBORDINATION OF SECURITIES

      Section 16.1 Agreement to Subordinate.

      The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of Notes issued hereunder and under any indenture supplemental
hereto or pursuant to a Board Resolution and Officers' Certificate ("Additional
Provisions") by such Holder's acceptance thereof likewise covenants and agrees,
that all Notes issued pursuant to this Indenture shall be subject to the
provisions of this Article 16; and each Holder of a Note, whether upon original
issue or upon transfer or assignment thereof, accepts and agrees to be bound by
such provisions.

      The payment by the Company of the principal of, and any premium and
interest, if any, on, all Notes of each series issued hereunder and under any
Additional Provisions shall, to the extent and in the manner hereinafter set
forth, be subordinate in right of payment to the prior payment in full of all
Senior Indebtedness with respect to such series, whether outstanding at the date
of this Indenture or thereafter incurred.

      The Indebtedness represented by the Notes (1) shall not be deemed to
constitute "Senior Indebtedness," as such term is defined herein, (2) shall
constitute "Senior Subordinated Indebtedness" as that term is defined herein,
and (3) shall rank pari passu with the Indebtedness evidenced by the securities
outstanding and to be outstanding under the USMTN Subordinated Indenture.

      Section 16.2 Default on Senior Indebtedness.

      In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other amount due on any
Senior Indebtedness with respect to the Notes of any series, or in the event
that the maturity of any Senior Indebtedness with respect to the Notes of any
series has been accelerated because of a default, then, in either case, no
payment shall be made by the Company with respect to the principal (including
redemption and sinking fund payments) of, or any premium or interest on, the
Notes of such series.

      In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 16.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the


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<PAGE>

holders of such Senior Indebtedness or their respective representatives, or to
the trustee or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to the extent that the holders of such Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on such Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of such Senior Indebtedness.

      Section 16.3 Liquidation; Dissolution; Bankruptcy.

      Upon any payment by the Company or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution, winding-up, liquidation or reorganization of the Company,
whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due upon all Senior Indebtedness with respect to
the Notes of any series shall first be paid in full, or payment thereof provided
for in money in accordance with its terms, before any payment is made by the
Company on account of the principal of, and premium or interest, if any, on, the
Notes of such series; and upon any such dissolution, winding-up, liquidation or
reorganization, or in any such bankruptcy, insolvency, receivership or other
proceeding, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, which the
Holders or the Trustee would be entitled to receive from the Company, except for
the provisions of this Article 16, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders or by the Trustee under
this Indenture if received by them or it, directly to the holders of such Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
such Senior Indebtedness held by such holders, as calculated by the Company) or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders of the Notes of such series or to the Trustee.

      In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee before all such Senior Indebtedness is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all such Senior Indebtedness remaining unpaid to
the extent necessary to pay such Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness.


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      For purposes of this Article 16, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article 16 with respect to
the Notes of the relevant series to the payment of all Senior Indebtedness with
respect to the Notes of such series that may at the time be outstanding,
provided that (i) such Senior Indebtedness is assumed by the new corporation, if
any, resulting from any such reorganization or readjustment, and (ii) the rights
of the holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance, transfer or
lease of its property as an entirety, or substantially as an entirety, to
another Person upon the terms and conditions provided for in Sections 8.1 and
8.2 of this Indenture shall not be deemed a dissolution, winding-up, liquidation
or reorganization for the purposes of this Section 16.3 if such other Person
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Sections 8.1 and 8.2 of this Indenture. Nothing in
Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.6 of this Indenture.

      Section 16.4 Subrogation.

      Subject to the payment in full of all Senior Indebtedness with respect to
the Notes of any series, the rights of the Holders of the Notes of such series
shall be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities of the Company
applicable to such Senior Indebtedness until the principal of, and any premium
and interest, if any, on, the Notes of such series shall be paid in full; and,
for the purposes of such subrogation, no payments or distributions to the
holders of such Senior Indebtedness of any cash, property or securities to which
the Holders or the Trustee would be entitled except for the provisions of this
Article 16, and no payment over pursuant to the provisions of this Article 16 to
or for the benefit of the holders of such Senior Indebtedness by Holders of the
Notes of such series or the Trustee, shall, as between the Company, its
creditors other than holders of such Senior Indebtedness, and the Holders of the
Notes of such series, be deemed to be a payment by the Company to or on account
of such Senior Indebtedness. It is understood that the provisions of this
Article 16 are and are intended solely for the purposes of defining the relative
rights of the Holders of the Notes of each series, on the one hand, and the
holders of the Senior Indebtedness with respect to the Notes of such series on
the other hand.

      Nothing contained in this Article 16 or elsewhere in this Indenture, any
Additional Provisions or in the Notes of any series is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior
Indebtedness with respect to the Notes of such series, and the Holders of the
Notes of such series, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Notes of such series the principal
of, and any premium and interest, if any, on, the Notes of such series as and
when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Notes of
such series and creditors of the Company, other than the holders of such Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
Holder of any Note of such series from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 16 of the holders


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of such Senior Indebtedness in respect of cash, property or securities of the
Company, as the case may be, received upon the exercise of any such remedy.

      Upon any payment or distribution of assets of the Company referred to in
this Article 16, the Trustee, subject to the provisions of Article 6 of this
Indenture, and the Holders shall be entitled to conclusively rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Holders of the Notes of any series, for the purposes of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior
Indebtedness with respect to the Notes of such series and other indebtedness of
the Company, as the case may be, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 16.

      Section 16.5 Trustee to Effectuate Subordination.

      Each Holder of Notes by such Holder's acceptance thereof authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article 16 and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.

      Section 16.6 Notice by the Company.

      The Company shall give prompt written notice to a Responsible Officer of
any fact known to the Company that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Notes of any series pursuant to
the provisions of this Article 16. Notwithstanding the provisions of this
Article 16 or any other provision of this Indenture or any Additional
Provisions, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes of any series pursuant to the provisions of this
Article 16, unless and until a Responsible Officer shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness
with respect to the Notes of such series or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Article 6 of this Indenture, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 16.6 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of, any premium or interest on, any Note of such series), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

      The Trustee, subject to the provisions of Article 6 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness with
respect to the Notes of any series (or a trustee on behalf of


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<PAGE>

such holder), to establish that such notice has been given by a holder of such
Senior Indebtedness or a trustee on behalf of any such holder or holders. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article 16, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article 16, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

      Upon any payment or distribution of assets of the Company referred to in
this Article 16, the Trustee and the Holders shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding-up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of the Notes of any
series, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of Senior Indebtedness with respect to
the Notes of such series and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 16.

      Section 16.7 Rights of the Trustee; Holders of Senior Indebtedness.

      The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article 16 in respect of any Senior Indebtedness with respect
to the Notes of any series at any time held by it, to the same extent as any
other holder of such Senior Indebtedness, and nothing in this Indenture or any
Additional Provisions shall deprive the Trustee of any of its rights as such
holder.

      With respect to the holders of Senior Indebtedness with respect to the
Notes of any series, the Trustee undertakes to perform or to observe only such
of its covenants and obligations as are specifically set forth in this Article
16, and no implied covenants or obligations with respect to the holders of such
Senior Indebtedness shall be read into this Indenture or any Additional
Provisions against the Trustee. By virtue of this Article 16, the Trustee shall
not be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Article 6 of this Indenture, the
Trustee shall not be liable to any holder of such Senior Indebtedness if it
shall pay over or deliver to Holders of the Notes of such series, the Company or
any other Person money or assets to which any holder of such Senior Indebtedness
shall be entitled.

      Nothing in this Article 16 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.6.


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      Section 16.8 Subordination May Not Be Impaired.

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


                                       85
<PAGE>

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness with respect to the Notes of any series may, at
any time and from time to time, without the consent of or notice to the Trustee
or the Holders of Notes of such series, without incurring responsibility to such
Holders and without impairing or releasing the subordination provided in this
Article 16 or the obligations hereunder of the Holders of the Notes of such
series to the holders of such Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend
or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of such Senior Indebtedness;
and (iv) exercise or refrain from exercising any rights against the Company and
any other Person.


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

                                  CIT GROUP INC.

                                  By:  _________________________________________
                                       Name:
                                       Title:

                                  JPMORGAN CHASE BANK, N.A.,
                                           as Trustee

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  JPMorgan Chase Bank, N.A., acting through
                                    its London branch
                                      as Issuing and Paying Agent,
                                      Calculation Agent and Authenticating Agent

                                  By: __________________________________________
                                      Name:
                                      Title: