Exhibit 4.4




                                 CIT GROUP INC.,
                                     Issuer

                                       And



                           JPMORGAN CHASE BANK, N.A.,
                                     Trustee


                               ------------------
                                    INDENTURE
                               ------------------


                          Dated as of January 20, 2006

                          Subordinated Debt Securities


<PAGE>

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

Trust Indenture
Act Section                                                    Indenture Section
-----------                                                    -----------------

ss.310(a)(1) .........................................................      6.7
(a)(2) ...............................................................      6.7
(b) ..................................................................      6.8
ss.311 ...............................................................      6.4
ss.312(a) ............................................................      7.1
(b) ..................................................................      7.2
(c) ..................................................................      7.2
ss.313(a) ............................................................      7.3
(c) ..................................................................      7.3
(d) ..................................................................      7.3
ss.314(a) ............................................................      7.4
(c)(l) ...............................................................      1.2
(c)(2) ...............................................................      1.2
(e) .................................................................. 1.1, 1.2
(f) ..................................................................      1.2
ss.315(a)-(d) ........................................................      3.3
(b) ..................................................................      6.2
(c) ..................................................................   6.1(9)
(d) ..................................................................   6.1(8)
(e) ..................................................................     5.15
ss.316(a) (last sentence) ............................................      1.1
(a)(l)(A) ............................................................     5.12
(a)(1)(B) ............................................................     5.13
(b) ..................................................................      5.8
ss.317(a)(1) .........................................................      5.3
(a)(2) ...............................................................      5.4
(b) ..................................................................     10.3
ss.318(a) ............................................................      1.8

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



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                                Table of Contents

                                                                            Page
                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1    Definitions.................................................  1
               Act.........................................................  2
               Additional Provisions.......................................  2
               Affiliate...................................................  2
               Authenticating Agent........................................  2
               Authorized Newspaper........................................  2
               Authorized Officer..........................................  2
               Bankruptcy Law..............................................  2
               Bearer Security.............................................  2
               Board of Directors..........................................  2
               Board Resolution............................................  3
               Business Day................................................  3
               Capital Stock...............................................  3
               Capitalized Lease Obligation................................  3
               Commission..................................................  3
               Common Stock................................................  3
               Company.....................................................  3
               Company Request and Company Order...........................  3
               Conversion Event............................................  3
               Corporate Trust Office......................................  3
               Corporation.................................................  4
               Coupon......................................................  4
               Currency....................................................  4
               CUSIP number................................................  4
               Custodian...................................................  4
               Defaulted Interest..........................................  4
               Dollars or $................................................  4
               Event of Default............................................  4
               Foreign Currency............................................  4
               Government Obligations......................................  4
               Holder......................................................  5
               Indebtedness................................................  5
               Indenture...................................................  6
               Independent Public Accountants..............................  6
               Indexed Security............................................  6
               Interest....................................................  6
               Interest Payment Date.......................................  6
               Judgment Currency...........................................  6
               Junior Subordinated Indebtedness............................  6
               Lien........................................................  6


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               Maturity....................................................  6
               New York Banking Day........................................  6
               Office or Agency............................................  6
               Officers' Certificate.......................................  7
               Opinion of Counsel..........................................  7
               Original Issue Discount Security............................  7
               Outstanding.................................................  7
               Paying Agent................................................  8
               Person......................................................  8
               Place of Payment............................................  8
               Predecessor Security........................................  8
               Preferred Stock.............................................  8
               Redemption Date.............................................  9
               Redemption Price............................................  9
               Registered Security.........................................  9
               Regular Record Date.........................................  9
               Required Currency...........................................  9
               Responsible Officer.........................................  9
               Security....................................................  9
               Security Register...........................................  9
               Senior Subordinated Indebtedness............................ 10
               Special Record Date......................................... 10
               Stated Maturity............................................. 10
               Subsidiary.................................................. 10
               Senior Indebtedness.........................................  9
               Trust Indenture Act......................................... 10
               Trustee..................................................... 10
               United States............................................... 10
               U.S. Depository or Depository............................... 10
               Vice President.............................................. 11
Section 1.2    Compliance Certificates and Opinions........................ 11
Section 1.3    Form of Documents Delivered to Trustee...................... 11
Section 1.4    Acts of Holders............................................. 12
Section 1.5    Notices, etc. to Trustee and Company........................ 14
Section 1.6    Notice to Holders of Securities; Waiver..................... 14
Section 1.7    Language of Notices......................................... 16
Section 1.8    Conflict with Trust Indenture Act........................... 16
Section 1.9    Effect of Headings and Table of Contents.................... 16
Section 1.10   Successors and Assigns...................................... 16
Section 1.11   Separability Clause......................................... 16
Section 1.12   Benefits of Indenture....................................... 16
Section 1.13   Governing Law............................................... 16
Section 1.14   Legal Holidays.............................................. 16
Section 1.15   Counterparts................................................ 17
Section 1.16   Judgment Currency........................................... 17
Section 1.17   No Security Interest Created................................ 17


                                       ii
<PAGE>

Section 1.18   Limitation on Individual Liability.......................... 18

                                    ARTICLE 2
                                SECURITIES FORMS

Section 2.1    Forms Generally............................................. 18
Section 2.2    Form of Trustee's Certificate of Authentication............. 19
Section 2.3    Securities in Global Form................................... 19

                                 ARTICLE 3
                              THE SECURITIES

Section 3.1    Amount Unlimited; Issuable in Series........................ 20
Section 3.2    Currency; Denominations..................................... 23
Section 3.3    Execution, Authentication, Delivery and Dating.............. 24
Section 3.4    Temporary Securities........................................ 25
Section 3.5    Registration, Transfer and Exchange......................... 26
Section 3.6    Mutilated, Destroyed, Lost and Stolen Securities............ 30
Section 3.7    Payment of Interest; Rights to Interest Preserved........... 31
Section 3.8    Persons Deemed Owners....................................... 33
Section 3.9    Cancellation................................................ 33
Section 3.10   Computation of Interest..................................... 34

                                 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

                                    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
                 Securities 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 Securities............................ 47


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<PAGE>

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.......................................... 49
Section 6.3    Not Responsible for Recitals or Issuance of Securities...... 50
Section 6.4    May Hold Securities......................................... 50
Section 6.5    Money Held in Trust......................................... 50
Section 6.6    Compensation and Reimbursement.............................. 50
Section 6.7    Corporate Trustee Required; Eligibility..................... 51
Section 6.8    Resignation and Removal; Appointment of Successor........... 51
Section 6.9    Acceptance of Appointment by Successor...................... 53
Section 6.10   Merger, Conversion, Consolidation or Succession to
                 Business.................................................. 54
Section 6.11   Appointment of Authenticating Agent......................... 55
Section 6.12   Appointment of Attorney-in-Fact............................. 56

                                    ARTICLE 7
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1    Company to Furnish Trustee Names and Addresses of Holders... 57
Section 7.2    Preservation of Information; Communications to Holders...... 57
Section 7.3    Reports by Trustee.......................................... 58
Section 7.4    Reports by Company.......................................... 58

                                    ARTICLE 8
                 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES

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

                                    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 Securities to Supplemental Indentures.......... 63
Section 9.6    Conformity with Trust Indenture Act......................... 63
Section 9.7    Effect on Senior Indebtedness............................... 63
Section 9.8    Notice of Supplemental Indenture............................ 64


                                       iv
<PAGE>

                                   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 Securities Payments to Be Held in Trust........... 65
Section 10.4   Limitations on Pledges and Liens............................ 67
Section 10.5   Corporate Existence......................................... 69
Section 10.6   Waiver of Certain Covenants................................. 70
Section 10.7   Company Statement as to Compliance; Notice of Certain
                 Defaults.................................................. 70
Section 10.8   Limitation on Indebtedness.................................. 70

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

Section 11.1   Applicability of Article.................................... 71
Section 11.2   Election to Redeem; Notice to Trustee....................... 71
Section 11.3   Selection by Trustee of Securities to be Redeemed........... 71
Section 11.4   Notice of Redemption........................................ 72
Section 11.5   Deposit of Redemption Price................................. 73
Section 11.6   Securities Payable on Redemption Date....................... 73
Section 11.7   Securities Redeemed in Part.................................74
Section 11.8   Cancellation and Destruction of Securities..................75

                                   ARTICLE 12
                                  SINKING FUNDS

Section 12.1   Applicability of Article.................................... 75
Section 12.2   Satisfaction of Sinking Fund Payments with Securities....... 75
Section 12.3   Redemption of Securities for Sinking Fund................... 76

                                   ARTICLE 13
                       REPAYMENT AT THE OPTION OF HOLDERS

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

                                   ARTICLE 14
                        SECURITIES IN FOREIGN CURRENCIES

Section 14.1   Applicability of Article.................................... 77

                                   ARTICLE 15
                        MEETINGS OF HOLDERS OF SECURITIES

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........................ 78
Section 15.4   Quorum; Action.............................................. 78


                                       v
<PAGE>

Section 15.5   Determination of Voting Rights; Conduct and Adjournment
                 of Meetings............................................... 79
Section 15.6   Counting Votes and Recording Action of Meetings............. 80
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.............................. 81
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


                                       vi
<PAGE>


      INDENTURE, dated as of January 20, 2006 (the "Indenture"), between CIT
Group Inc., a corporation duly organized and existing under the laws of the
State of Delaware (the "Company") and JPMorgan Chase Bank, N.A., as trustee (the
"Trustee").

                                    RECITALS

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

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      Section 1.1 Definitions.

      Except as otherwise specified with respect to any Securities 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 other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

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


                                       1
<PAGE>

      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;

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

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

      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 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 Securities of
one or more series.

      "Authorized Newspaper" means a newspaper, in an official language of the
place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published
on days that are 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).

      "Bearer Security" means any Security in the form established pursuant to
Section 2.1 which is payable to bearer.

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


                                       2
<PAGE>

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

      "Business Day," with respect to any Place of Payment or other location,
means any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.

      "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 Preferred
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.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

      "Common Stock" 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, and any other obligor upon the Securities.

      "Company Request and Company Order" mean, respectively, a written request
or order, as the case may be, signed in the name of the Company by 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 principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the


                                       3
<PAGE>

date of original execution of this Indenture is located at 4 New York Plaza,
15th Floor, New York, New York 10004, Attention: Worldwide Securities Services.

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

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

      "Currency," with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on any Security, means
Dollars 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 Security and, with respect to any other payment, deposit or
transfer pursuant to or contemplated by the terms hereof or such Security, means
Dollars.

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

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

      "Defaulted Interest" has the meaning specified in Section 3.7.

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

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

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

      "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 Security 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



                                       4
<PAGE>

principal of or other amount with respect to the Government Obligation evidenced
by such depository receipt.

      "Holder," in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the case
of any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

      "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 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.


                                       5
<PAGE>

      "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, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument,
and, with respect to any Security, by the terms and provisions of such Security
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
Securities 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 Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

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

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

      "Judgment Currency" has the meaning specified in Section 1.16.

      "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.

      "Maturity," with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, 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 1.16.

      "Office or Agency" with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 10.2 or any other office or agency of the Company
maintained or designated for such Securities 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.


                                       6
<PAGE>

      "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, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.

      "Original Issue Discount Security" means a Security issued pursuant to
this Indenture which provides for 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 Securities, means, as of the
date of determination, all such Securities theretofore authenticated and
delivered under this Indenture, except:

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

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

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

            (d)   any such Security which has been paid pursuant to Section 3.6
                  or in exchange for or in lieu of which other Securities have
                  been authenticated and delivered pursuant to this Indenture,
                  unless there shall have been presented to the Trustee proof
                  satisfactory to it that such Security is held by a bona fide
                  purchaser in whose hands such Security is a valid obligation
                  of the Company; and

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


                                       7
<PAGE>

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which shall
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee (A) the pledgee's right so to act
with respect to such Securities and (B) that the pledgee is not the Company or
any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.

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

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

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

      "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


                                       8
<PAGE>

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 Security or portion thereof to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

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

      "Registered Security" means any Security in the form established pursuant
to Section 2.1 which is registered in a Security Register.

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

      "Required Currency" has the meaning specified in Section 1.16.

      "Responsible Officer" means any officer within the corporate trust office
of the Trustee, which may include the chairman and vice chairman of the board of
directors, the president, the chairman of the executive committee of the board
of directors, the chairman of the trust committee, every vice president or
officer senior thereto, every assistant vice president, the secretary, every
assistant secretary, the treasurer, every assistant treasurer, every trust
officer, every assistant trust officer, and every other officer and assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of,
and familiarity with, a particular subject.

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

      "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5.

      "Senior Indebtedness" means, with respect to the Securities of any
particular series issued and authenticated pursuant to the terms of this
Indenture, all Indebtedness of the Company outstanding at any time, except (a)
the Securities of such series, (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 Securities of such series, or ranks pari
passu with Securities that are subordinated to Securities 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,


                                       9
<PAGE>

(e) trade accounts payable, (f) any Indebtedness issued in violation of the
instrument creating the same and (g) any guarantee of any Indebtedness.

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

      "Special Record Date" for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Company pursuant to Section 3.7.

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

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

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

      "United States," except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

      "U.S. Depository or Depository" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act of
1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depository"


                                       10
<PAGE>

or "Depository" shall mean, with respect to any Securities, the qualifying
entity that has been appointed with respect to such Securities.

      "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 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.

      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


                                       11
<PAGE>

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 Security, 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. If, but only if,
      Securities of a series are issuable as Bearer Securities, 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 Securities of such series may, alternatively, be embodied in and
      evidenced by the record of Holders of Securities of such series voting in
      favor thereof, either in person or by proxies duly appointed in writing,
      at any meeting of Holders of Securities of such series duly called and
      held in accordance with the provisions of Article 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 Security,
      shall be sufficient for any purpose of this Indenture and (subject to
      Section 315 of the Trust Indenture Act) conclusive in favor of the
      Trustee, 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 Securities shall be proved in the manner provided in Section
      15.6.

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


                                       12
<PAGE>

            The Company shall fix a record date for the purpose of determining
      the Persons who are beneficial owners of interest in any permanent global
      Security held by a U.S. Depository entitled under the procedures of such
      U.S. Depository to 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. If such a record date is
      fixed, the Holders on such record date or their duly appointed proxy or
      proxies, and only such Persons, shall be entitled to make, give or take
      such request, demand, authorization, direction, notice, consent, waiver or
      other Act, whether or not such Holders remain Holders after such record
      date. No such request, demand, authorization, direction, notice, consent,
      waiver or other Act shall be valid or effective if made, given or taken
      more than 90 days after such record date.

            (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 Registered
      Securities held by any Person, and the date of the commencement and the
      date of the termination of holding the same, shall be proved by the
      Security Register.

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

            (5) If the Company shall solicit from the Holders of any Registered
      Securities any request, demand, authorization, direction, notice, consent,
      waiver or other Act, the Company may at its option (but is not obligated
      to), by Board Resolution, fix in advance a record date for the
      determination of Holders of Registered Securities entitled to give such
      request, demand, authorization, direction, notice, consent, waiver or
      other Act. If such a record date is fixed, such request, demand,
      authorization, direction, notice,


                                       13
<PAGE>

      consent, waiver or other Act may be given before or after such record
      date, but only the Holders of Registered Securities of record at the close
      of business on such record date shall be deemed to be Holders for the
      purpose of determining whether Holders of the requisite proportion of
      Outstanding Securities have authorized or agreed or consented to such
      request, demand, authorization, direction, notice, consent, waiver or
      other Act, and for that purpose the Outstanding Securities shall be
      computed as of such record date; provided that no such authorization,
      agreement or consent by the Holders of Registered Securities shall be
      deemed effective unless it shall become effective pursuant to the
      provisions of this Indenture not later than six months after the record
      date.

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

      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, or

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

      Section 1.6 Notice to Holders of Securities; Waiver.

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

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

            (2) such notice shall be sufficiently given to Holders of Bearer
      Securities, if any, if published in an Authorized Newspaper in The City of
      New York and, if such Securities are then listed on any stock exchange
      outside the United States, in an


                                       14
<PAGE>

      Authorized Newspaper in such city as the Company shall advise the Trustee
      that such stock exchange so requires, on a Business Day at least twice,
      the first such publication to be not earlier than the earliest date and
      the second such publication not later than the latest date prescribed for
      the giving of such notice.

      In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice that is mailed in the manner herein
provided, shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

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

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

      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:

      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


                                       15
<PAGE>

      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.

      Section 1.8 Conflict with Trust Indenture Act.

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

      Section 1.9 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 1.10 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 1.11 Separability Clause.

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

      Section 1.12 Benefits of Indenture.

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

      Section 1.13 Governing Law.

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

      Section 1.14 Legal Holidays.

      Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or exchangeable,
shall not be a Business Day at any Place of Payment, then (notwithstanding any


                                       16
<PAGE>

other provision of this Indenture, any Security or any Coupon other than a
provision in any Security 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 Securities need not be converted or exchanged on such date,
but such payment may be made, and such Securities 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 year, such payment may be made, and such Securities
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 1.15 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 1.16 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 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 1.17 No Security Interest Created.

      Subject to the provisions of Section 10.4, nothing in this Indenture or in
any Securities, express or implied, shall be construed to constitute a security
interest under the Uniform


                                       17
<PAGE>

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 1.18 Limitation on Individual Liability.

      No recourse under or upon any obligation, covenant or agreement contained
in this Indenture or in any Security, 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 Security 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 Security 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 Security.

                                   ARTICLE 2

                                SECURITIES FORMS

      Section 2.1 Forms Generally

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

      Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

      Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the


                                       18
<PAGE>

Company executing such Securities or Coupons, as evidenced by their execution of
such Securities or Coupons.

      Section 2.2 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 Securities of the series designated therein
            referred to in the within-mentioned Indenture.

                                        JPMORGAN CHASE BANK, N.A.,
                                                 as Trustee

                                        By
                                          --------------------------------------
                                                    Authorized Officer

      Section 2.3 Securities in Global Form.

      Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, as
specified and contemplated by Section 3.1, any such Security may provide that it
or any number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lesser amount as is permitted by
the terms thereof) from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Securities represented thereby may from time
to time be increased or reduced to reflect exchanges. Any endorsement of any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered pursuant
to Section 3.3 or 3.4 with respect thereto. Subject to the provisions of Section
3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver, in
each case at the Company's expense, any Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified therein or
in the applicable Company Order. If a Company Order pursuant to Section 3.3 or
3.4 has been, or simultaneously is, delivered, any instructions by the Company
with respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel.

      Notwithstanding the provisions of Section 3.7, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, any Security (i) in temporary form shall be made to the
Person or Persons specified therein, and (ii) in global form and registered in
the name of a Depository or its nominee shall be made to the Depository or its
nominee as the Holder of such global Security. Neither the Company nor the
Trustee 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 Security, or for maintaining, supervising or reviewing any records
relating to beneficial ownership interests, and


                                       19
<PAGE>

each of the Company and the Trustee may act or refrain from acting without
liability on any information provided by the Depository.

      Notwithstanding the provisions of Section 3.8 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
or the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered form, or
(ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 3.1.

                                   ARTICLE 3

                                 THE SECURITIES

      Section 3.1 Amount Unlimited; Issuable in Series

      The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series. The Securities 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 Securities 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 Securities, which may include
      medium-term notes;

            (2) the total principal amount of the series of such Securities and
      whether there shall be any limit upon the aggregate principal amount of
      such Securities that may be authenticated and delivered under this
      Indenture (except for Securities authenticated and delivered upon
      registration or transfer of, or in exchange for, or in lieu of, other
      Securities of such series pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7);

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

            (4) if any of such Securities are to be issuable in global form,
      when any of such Securities are to be issuable in global form and (i)
      whether such Securities are to be issued in temporary or permanent global
      form or both, (ii) whether beneficial owners of interests in any such
      global Security may exchange such interests for Securities of the same
      series and of like tenor and of any authorized form and denomination, and
      the circumstances under which any such exchanges may occur, if other than
      in the manner


                                       20
<PAGE>

      specified in Section 3.5, and (iii) the name of the Depository or the U.S.
      Depository, as the case may be, with respect to any such global Security;

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

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

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

            (8) the Person to whom any interest on a Security shall be payable,
      if other than the Person in whose name that Security is registered at the
      close of business on the Regular Record Date for such interest; the rate
      or rates at which such Securities shall bear interest, if any, which rate
      may be zero in the case of certain Securities 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 such Securities
      shall be payable and any Regular Record Dates applicable to the date or
      dates on which interest will be so payable;

            (10) if in addition to or other than the Borough of Manhattan, The
      City of New York, the place or places where the principal of or any
      premium or interest on such Securities shall be payable, where any of such
      Securities that are issued in registered form may be surrendered for
      registration of, transfer or exchange, and where any such Securities may
      be surrendered for conversion or exchange and notices of demands to or
      upon the Company in respect of such Securities and this Indenture may be
      served, the extent to which, the manner in which, any interest payment on
      a global Security on an Interest Payment Date, will be paid and the manner
      in which any principal of or premium, if any, on any global Security will
      be paid;

            (11) if such Securities 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


                                       21
<PAGE>

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

            (13) if other than denominations of $1,000 and any integral multiple
      thereof, the denominations in which any Securities to be issued in
      registered form will be issuable and, if other than a denomination of
      $5,000, the denominations in which any Securities to be issued in bearer
      form will be issuable;

            (14) provisions specifying whether the Securities will be
      convertible into other securities of the Company and/or exchangeable for
      Securities of the Company or other obligors and, if so, the terms and
      conditions upon which such Securities 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 Securities that will be payable upon declaration of acceleration
      of the Maturity thereof pursuant to the terms of this Indenture;

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

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

            (18) provisions specifying whether the principal of, or any premium
      or interest on such Securities shall be payable, at the election of the
      Company or a Holder of Securities, in a Currency other than that in which
      such Securities are stated to be payable and the date or dates on which,
      the period or periods within which, and the other terms and conditions
      upon which, such election may be made, and the time and manner of
      determining the exchange rate;

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

            (20) provisions specifying whether such Securities are to be issued
      in the form of one or more global Securities and, if so, the identity of
      the Depositary for such global Security or Securities;


                                       22
<PAGE>

            (21) provisions specifying the relative degree, if any, to which
      such Securities of the series issued and authenticated pursuant to the
      terms of this Indenture will be senior to or be subordinated in right of
      payment to other series of Securities or other Indebtedness of the
      Company, as the case may be, whether such other series of Securities or
      other Indebtedness is Outstanding or not;

            (22) 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 Securities;

            (23) terms specifying whether the provisions described below under
      Section 4.2 shall be applicable to such Securities;

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

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

      All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest
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 Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon 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 Securities of such series as are
specified in such Officers' Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities. The Company also may issue, and the Trustee may authenticate,
Securities with the same terms as previously issued Securities.

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

      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 Securities shall be payable in
Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered
Securities denominated in Dollars shall be issuable in registered form without
Coupons in denominations of $1,000, and any integral multiple thereof, and the
Bearer Securities denominated in Dollars shall be issuable in


                                       23
<PAGE>

denominations of $5,000. Securities not denominated in Dollars shall be issuable
in such denominations as are established with respect to such Securities in or
pursuant to this Indenture.

      Section 3.3 Execution, Authentication, Delivery and Dating.

      Securities 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 Securities or any Coupons appertaining thereto may be manual or
facsimile.

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 3.1 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee
shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in relying upon,

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

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

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


                                       24
<PAGE>

            conclude do not materially affect the rights of Holders of such
            Securities 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 Securities 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 Securities shall have occurred and be continuing.

      If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such Opinion of
Counsel and Officers' Certificate, with appropriate modifications, shall be
delivered at or before the time of issuance of the first Security 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 Securities of such
series for original issue will be deemed to be a certification by the Company
that all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Securities continue to have been complied
with and that no Event of Default with respect to any of the Securities has
occurred or is continuing.

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

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

      No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 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 Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6, the Trustee shall
not authenticate and deliver any Bearer Security unless all Coupons appertaining
thereto then matured have been detached and cancelled.

      Section 3.4 Temporary Securities.

      Pending the preparation of definitive Securities, the Company may execute
and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without


                                       25
<PAGE>

Coupons and with such appropriate insertions, omissions, substitutions and other
variations as the officers of the Company executing such Securities may
determine, as conclusively evidenced by their execution of such Securities. Such
temporary Securities may be in global form.

      Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities are
issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof. Upon
surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor an equal
aggregate principal amount of definitive Securities of authorized denominations
of the same series and containing identical terms and provisions; provided,
however, that no definitive Bearer Security, except as provided in or pursuant
to this Indenture, shall be delivered in exchange for a temporary Registered
Security; and provided, further, that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in or pursuant to this Indenture. Unless otherwise
provided in or pursuant to this Indenture with respect to a temporary global
Security, until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

      Section 3.5 Registration, Transfer and Exchange.

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

      Upon surrender for registration of transfer of any Registered Security of
any series at any Office or Agency for such series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series denominated as authorized in or pursuant to this Indenture, of a like


                                       26
<PAGE>

aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.

      At the option of the Holder, certificated Securities (including Bearer
Securities) and the right to receive the principal, premium and interest, if
any, on any certificated Security may be transferred by a Holder by surrendering
such certificate representing the certificated Securities at the Corporate Trust
Office of the Trustee. Such certificate representing the certificated Securities
may be reissued by the Company or the Trustee to a new Holder or a new
certificate representing the certificated Securities may be issued by the
Company or the Trustee to a new Holder.

      At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities that the Holder making the
exchange is entitled to receive.

      If provided in or pursuant to this Indenture, with respect to Securities
of any series, at the option of the Holder, Bearer Securities of such series may
be exchanged for Registered Securities of such series containing identical
terms, denominated as authorized in or pursuant to this Indenture and in the
same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 10.2, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the next succeeding Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such
Office or Agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in


                                       27
<PAGE>

exchange for such Bearer Security, but shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.

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

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

      Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, any global Security shall be exchangeable for certificated
Securities only if (i) the Depository is at any time unwilling, unable or
ineligible to continue as depository and a successor depository is not appointed
by the Company within 90 days of the date the Company is so informed in writing,
(ii) the Company, in its discretion, determines not to require all of the
Securities of a series to be represented by a global Security and notifies the
Trustee of its decision by executing and delivering to the Trustee a Company
Order to the effect that such global Security shall be so exchangeable or (iii)
an Event of Default has occurred and is continuing, the Company, the Trustee,
the Registrar and the Paying Agent shall have notified the Depository that the
global Security shall be exchangeable for certificated Securities. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to this
Indenture, and of the same series, containing identical terms and in aggregate
principal amount equal to the principal amount of such global Security, executed
by the Company. On or after the earliest date on which such interests may be so
exchanged, such global Security shall be surrendered from time to time by the
U.S. Depository or such other Depository as shall be specified in the Company
Order with respect thereto, and in accordance with instructions given to the
Trustee and the U.S. Depository or such other Depository, as the case may be
(which instructions shall be in writing but need not be contained in or
accompanied by an Officers' Certificate or be accompanied by an Opinion of
Counsel), as shall be specified in the Company Order with respect thereto to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
in part, for definitive Securities as described above without charge. The
Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered global Security, a like aggregate principal amount
of definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such global Security to be exchanged, which (unless
such Securities are not issuable both as Bearer Securities and as Registered
Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof, but subject to the satisfaction of
any certification or other requirements to the issuance of Bearer Securities;


                                       28
<PAGE>

provided, however, that (unless otherwise provided in or pursuant to this
Indenture) no Bearer Security delivered in exchange for a portion of a global
Security shall be mailed or otherwise delivered to any location in the United
States. Promptly following any such exchange in part, such global Security shall
be returned by the Trustee to such Depository or the U.S. Depository, as the
case may be, or such other Depository or U.S. Depository referred to above in
accordance with the instructions of the Company referred to above. If a
Registered Security is issued in exchange for any portion of a global Security
after the close of business at the Office or Agency for such Security where such
exchange occurs on or after (i) any Regular Record Date for such Security and
before the opening of business at such Office or Agency on the next succeeding
Interest Payment Date, or (ii) any Special Record Date for such Security and
before the opening of business at such Office or Agency on the related proposed
date for payment of interest or Defaulted Interest, as the case may be, interest
shall not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of such Registered Security, but shall be payable
on such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such global
Security shall be payable in accordance with the provisions of this Indenture.

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

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

      No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, 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 registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, 3.6, 9.5 or 11.7 not
involving any transfer.

      Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to register the transfer of or exchange Securities 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 Securities of the series
selected for redemption and ending at the close of business on the day of the
transmission, or (ii) to register the transfer of or exchange any Security
selected for redemption in whole or in part, except in the case of any Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security selected for redemption except, to the extent
provided with respect to such Bearer Security, that such Bearer Security may be
exchanged for a Registered Security of like tenor and the same series, provided
that such Registered Security shall be immediately surrendered for redemption
with written instruction for payment consistent with the provisions of this
Indenture or (iv) to issue, register the transfer of or exchange any Security
which, in accordance with its terms, has been


                                       29
<PAGE>

surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

      Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.

      If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

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

      Notwithstanding the foregoing provisions of this Section 3.6, in case any
mutilated, destroyed, lost or stolen Security or Coupon has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security or Coupon; provided, however, that payment of
principal of, and any premium or interest, if any, on any Bearer Securities
shall, except as otherwise provided in Section 10.2, be payable only at an
Office or Agency for such Securities located outside the United States.

      Upon the issuance of any new Security under this Section 3.6, 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) connected therewith.

      Every new Security, with any Coupons appertaining thereto issued pursuant
to this Section 3.6 in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security 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 Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

      The provisions of this Section 3.6, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude


                                       30
<PAGE>

(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities or
Coupons.

      Section 3.7 Payment of Interest; Rights to Interest Preserved.

      Unless otherwise provided in or pursuant to this Indenture, any interest
on any Registered Security which shall be payable, and are punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name such Security (or one or more Predecessor Securities) is registered
as of the close of business on the Regular Record Date for such interest.

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

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Person in whose name such Registered Security (or a Predecessor
      Security thereof) shall be registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed by the Company in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on such Registered Security, the Special Record Date therefor
      and the date of the proposed payment, and at the same time the Company
      shall deposit with the Trustee an amount of money equal to the aggregate
      amount proposed to be paid in respect of such Defaulted Interest or shall
      make arrangements satisfactory to the Trustee for such deposit on or prior
      to the date of the proposed payment, such money when so deposited to be
      held in trust for the benefit of the Person entitled to such Defaulted
      Interest as in this clause provided. The Special Record Date for the
      payment of such Defaulted Interest shall be not more than 15 days and not
      less than 10 days prior to the date of the proposed payment and not less
      than 10 days after notification to the Trustee of the proposed payment.
      The Trustee shall, in the name and at the expense of the Company cause
      notice of the proposed payment of such Defaulted Interest and the Special
      Record Date therefor to be mailed, first-class postage prepaid, to the
      Holder of such Registered Security (or a Predecessor Security thereof) at
      his address as it appears in the Security Register not less than 10 days
      prior to such Special Record Date. The Trustee may, in its discretion, in
      the name and at the expense of the Company cause a similar notice to be
      published at least once in an Authorized Newspaper of general circulation
      in the Borough of Manhattan, The City of New York, but such publication
      shall not be a condition precedent to the establishment of such Special
      Record Date. Notice of the proposed payment of such Defaulted Interest and
      the Special Record Date therefor having been mailed as aforesaid, such
      Defaulted Interest shall be paid to the Person in whose name such
      Registered Security (or a Predecessor Security thereof) shall be
      registered at the close of business on such Special Record Date and shall
      no longer be payable pursuant to the following clause (2).



                                       31
<PAGE>

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

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

      Notwithstanding the foregoing, a holder of $1,000,000 or more in aggregate
principal amount of Securities of any series of global Securities (or its
equivalent in a Foreign Currency, if the currency unit is a Foreign Currency),
whether having identical or different terms and provisions, having the same
interest payment dates will be entitled to receive interest payments, other than
at Maturity, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the Trustee for the
Securities of such series at least 15 days prior to the applicable Interest
Payment Date. In addition to the foregoing, a holder of $1,000,000 or more in
aggregate principal amount of Securities of any series of global Securities (or
its equivalent in a Foreign Currency, if the currency unit is a Foreign
Currency), whether having identical or different terms and provisions, having
the same Maturity will be entitled to receive payment at Maturity by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee for the Securities of
such series at least 15 days prior to Maturity; provided; however, that such
payments shall be made subject to applicable laws and regulations and only after
surrender of the global Securities to the Company, the corporate trust office or
the Paying Agent, for such global Securities not later than one Business Day
prior to Maturity. Any wire instructions received by the Trustee for the
Securities of such series shall remain in effect until revoked by the Holder.

      Subject to the foregoing provisions of this Section and Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

      In the case of any Registered Security of any series that is convertible
into other securities of the Company or exchangeable for securities of another
issuer, which Registered Security is converted or exchanged after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Registered Security with respect to which the Stated Maturity is prior
to such Interest Payment Date), interest with respect to which the Stated
Maturity is on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion or exchange, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Registered Security (or one or more predecessor
Registered Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in


                                       32
<PAGE>

the case of any Registered Security which is converted or exchanged, interest
with respect to which the Stated Maturity is after the date of conversion or
exchange of such Registered Security shall not be payable.

      Section 3.8 Persons Deemed Owners.

      Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, and any premium or (subject to Sections 3.5
and 3.7) interest, if any, on such Registered Security and for all other
purposes whatsoever, whether or not any payment with respect to such Registered
Security 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.

      The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
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 Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

      Section 3.9 Cancellation.

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


                                       33
<PAGE>

      Section 3.10 Computation of Interest.

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

                                   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 Securities specified
in such Company Order and any Coupons appertaining thereto (except as to any
surviving rights of Securities 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 Securities of such series theretofore authenticated
            and delivered and all Coupons appertaining thereto (other than (i)
            Coupons appertaining to Bearer Securities of such series surrendered
            in exchange for Registered Securities of such series and maturing
            after such exchange whose surrender is not required or has been
            waived as provided in Section 3.5, (ii) Securities and Coupons of
            such series which have been destroyed, lost or stolen and which have
            been replaced or paid as provided in Section 3.6, (iii) Coupons
            appertaining to Securities of such series called for redemption and
            maturing after the relevant Redemption Date whose surrender has been
            waived as provided in Section 11.7, and (iv) Securities and Coupons
            of such series for whose payment money has theretofore been
            deposited in trust or segregated and held in trust by the Company
            and thereafter repaid to the Company or discharged from such trust,
            as provided in Section 10.3) have been delivered to the Trustee for
            cancellation; or

                  (b) all Securities 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 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 Securities are payable in an
amount sufficient to pay and discharge the entire


                                       34
<PAGE>

indebtedness on such Securities 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 Securities and any Coupons
appertaining thereto, to the date of such deposit (in the case of Securities
which have become due and payable) or to the Maturity thereof, as the case may
be;

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

            (3) the Company has delivered to the Trustee an 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 Securities 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
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

      Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 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 Securities of each series
under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, and with respect to any rights to
convert or exchange such Securities 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 Securities of or within a series under clause (2) of this Section
      4.2 shall not be applicable with respect to the Securities of such series
      or (ii) covenant defeasance of the Securities of or within a series under
      clause (3) of this Section 4.2 shall not be applicable with respect to the
      Securities 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 Securities), shall
      be applicable to such Securities and any Coupons appertaining thereto, and
      the Company may at its option by Board Resolution, at any time, with
      respect to such Securities and any Coupons appertaining thereto, elect to
      have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
      Securities and any Coupons appertaining thereto upon compliance with the
      conditions set forth below in this Section 4.2.

            (2) Upon the Company's exercise of the above option applicable to
      this Section 4.2(2) with respect to any Securities of or within a series,
      the Company shall be deemed to have been discharged from its obligations
      with respect to such Outstanding Securities and any Coupons appertaining
      thereto on the date the conditions set forth in clause (4) of this Section
      4.2 are satisfied (hereinafter, "defeasance"). For this purpose, such
      defeasance means that the Company shall be deemed to have paid and
      discharged


                                       35
<PAGE>

      the entire Indebtedness represented by such Outstanding Securities and any
      Coupons appertaining thereto, which shall thereafter be deemed to be
      "Outstanding" only for the purposes of clause (5) of this Section 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
      Securities and any Coupons appertaining thereto, and this Indenture
      insofar as such Securities and any Coupons appertaining thereto are
      concerned (and the Trustee, at the expense of the Company, shall execute
      proper instruments acknowledging the same), except for the following which
      shall survive until otherwise terminated or discharged hereunder: (i) the
      rights of Holders of such Outstanding Securities and any Coupons
      appertaining thereto to receive, solely 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 Securities and any Coupons appertaining thereto
      when such payments are due, and any rights of such Holder to convert such
      Securities into other securities of the Company or exchange such
      Securities for securities another issuer, (ii) the obligations of the
      Company and the Trustee with respect to such Securities under Sections
      3.5, 3.6, 10.2 and 10.3, and with respect to any rights to convert such
      Securities into other securities of the Company or exchange such
      Securities for securities of another issuer, (iii) the rights, powers,
      trusts, duties and immunities of the Trustee 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 Securities 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 Securities of or within a series, the
      Company shall be released from its obligations under Sections 10.5 and
      10.6, and, to the extent specified pursuant to Section 3.1(21), any other
      covenant applicable to such Securities, with respect to such Outstanding
      Securities 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 Securities and any Coupons
      appertaining thereto shall thereafter be deemed to be not "Outstanding"
      for the purposes of any direction, waiver, consent or declaration or Act
      of Holders (and the consequences of any thereof) in connection with any
      such covenant, but shall continue to be deemed "Outstanding" for all other
      purposes hereunder. For this purpose, such covenant defeasance means that,
      with respect to such Outstanding Securities and any Coupons appertaining
      thereto, the Company may omit to comply with, and shall have no liability
      in respect of, any term, condition or limitation set forth in any such
      Section or such other covenant, whether directly or indirectly, by reason
      of any reference elsewhere herein to any such Section or such other
      covenant or by reason of reference in any such Section or such other
      covenant to any other provision herein or in any other document and such
      omission to comply shall not constitute a default or an Event of Default
      under Section 5.1(4) or 5.1(8) or otherwise, as the case may be, but,
      except as specified above, the remainder of this Indenture and such
      Securities and Coupons appertaining thereto shall be unaffected thereby.

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


                                       36
<PAGE>

                  (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 Securities and any Coupons appertaining thereto, (1)
            an amount in Dollars or in such Foreign Currency in which such
            Securities and any Coupons appertaining thereto are then specified
            as payable at Stated Maturity, or (2) Government Obligations
            applicable to such Securities and Coupons appertaining thereto
            (determined on the basis of the Currency in which such Securities
            and Coupons appertaining thereto are then specified as payable at
            Stated Maturity) which through the scheduled payment of principal
            and interest in respect thereof in accordance with their terms will
            provide, not later than one day before the due date of any payment
            of principal of (and premium, if any) and interest, if any, on such
            Securities and any Coupons appertaining thereto, money in an amount,
            or (3) a combination thereof, in any case, 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 Securities and any Coupons
            appertaining thereto at the Stated 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 Securities 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 Securities and any
            Coupons appertaining thereto. Provided, that notwithstanding the
            foregoing, with respect to any Securities which shall at the time be
            listed for trading on the New York Stock Exchange, there shall be no
            deposit of funds in cash and/or in Government Obligations with the
            Trustee to pay the principal amount, the redemption price or any
            installment of interest in order to discharge the Company's
            obligations in respect of such payment if, at such time, the rules
            of the New York Stock Exchange prohibit such deposit with the
            Trustee.

                  (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
            Securities 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


                                       37
<PAGE>

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

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

                  (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) 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 Security, if, after a deposit referred to in Section 4.2(4)(a) has
      been made, (a) the Holder of a Security in respect of which such deposit
      was made is entitled to, and does, elect pursuant to Section 3.1 or the
      terms of such Security to receive payment in a Currency other than that in
      which the deposit pursuant to Section 4.2(4)(a) has been made in respect
      of such Security, or (b) a Conversion Event occurs in respect of the
      Foreign Currency in which the deposit pursuant to Section 4.2(4)(a) has
      been made, the indebtedness represented by such Security and any Coupons
      appertaining thereto shall be deemed to have been, and will be, fully
      discharged and satisfied through the payment of the principal of (and
      premium, if any), and interest, if any, on, such Security as the same
      becomes due out of the proceeds yielded by converting (from time to time
      as specified below in the case of any such election) the amount or other
      property deposited in respect of such Security into the Currency in which
      such Security becomes payable as a result of such election or Conversion
      Event based on (x) in the case of payments made pursuant to clause (a)
      above, the applicable market exchange rate for such Currency in effect on
      the second Business Day prior to each payment date, or (y) with respect to
      a Conversion Event, the applicable market exchange rate for such Foreign
      Currency in effect (as nearly as feasible) at the time of the Conversion
      Event.


                                       38
<PAGE>

      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 Securities and any Coupons appertaining thereto.

      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 Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities and any
Coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest; 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 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
      Securities of the applicable series 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 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
      Securities of the applicable series 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).


                                       39
<PAGE>

                  (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 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 Securities of the applicable series to
            receive payments from the money or Government Obligations deposited
            by the Company pursuant to Section 4.2(4) and held by the Trustee or
            Paying Agent; provided that if the Company shall have made any
            payment of principal or interest on the Securities of any series
            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.

                                   ARTICLE 5

                                    REMEDIES

      Section 5.1 Events of Default.

      "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, 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 Security 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
      Security 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 Security 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 Security of
      that series (other than a covenant or agreement a default in whose
      performance or whose breach is elsewhere in this Section specifically
      dealt with and other than a covenant or agreement included in this
      Indenture solely for the benefit of another series of Securities), and
      continuance of such 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 Securities of that series a


                                       40
<PAGE>

      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 Securities 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 Securities 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 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


                                       41
<PAGE>

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

      Section 5.2 Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default with respect to Securities 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 Securities of such series
may declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, 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
Securities of that series (or such lesser amount as may be provided for in the
Securities of such series) shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Security of that series.

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

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

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

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

                  (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 Securities, and

                  (d) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel and all other amounts due the
            Trustee under Section 6.6; and

            (2) all Events of Default with respect to Securities of such series,
      other than the non-payment of the principal of, or any premium and
      interest, if any, on, Securities of


                                       42
<PAGE>

      such series which shall have become due solely by such declaration of
      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 Security 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 Security at its Maturity,

   the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest, 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 Securities
and any Coupons appertaining thereto and collect the monies adjudged or decreed
to be payable in the manner provided by law out of the property of the Company
or any other obligor upon such Securities and any Coupons appertaining thereto,
wherever situated. Every recovery of judgment in any such action or other
proceeding subject to the payment of the expenses, disbursements and
compensation of the Trustee, its agents and attorneys, shall be for the ratable
benefit of the Holders of such Securities that shall be the subject of such
action or proceeding.

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


                                       43
<PAGE>

      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
Securities 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
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of any overdue principal, premium 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 Securities of any applicable series,
      of the principal and any premium and interest in respect of the Securities
      and any Coupons appertaining thereto and to file such other papers or
      documents as may be necessary or advisable in order to have the claims of
      the Trustee (including any claim for the reasonable compensation,
      expenses, disbursements and advances of the Trustee, its agents or
      counsel) and of the Holders of Securities or any Coupons 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 Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 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 Security
or any Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding.

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

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


                                       44
<PAGE>

      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 Securities or Coupons, or both, as the
case may be, and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

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

            (2) To the payment of the amounts then due and unpaid upon the
      Securities 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 Securities and Coupons for
      principal and any premium and interest, respectively;

            (3) The balance, if any, to the Person or Persons entitled thereto.

      Section 5.7 Limitations on Suits.

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

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

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

            (3) such Holder or Holders have offered to the Trustee 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 Securities of such series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to


                                       45
<PAGE>

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
Security or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium and (subject to Sections 3.7
and 3.10) interest on such Security or payment of such Coupon, as the case may
be, on the respective Stated Maturity or Maturities therefor specified in such
Security or Coupon (or, in the case of redemption, on the Redemption Date or, in
the case of repayment 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 Security or a Coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.

      Section 5.10 Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the
Trustee or to each and every Holder of a Security or a Coupon is intended to be
exclusive of any other right or remedy, and every right and remedy, to the
extent permitted by law, shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

      Section 5.11 Delay or Omission Not Waiver.

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


                                       46
<PAGE>

      Section 5.12 Control by Holders of Securities.

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

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

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

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

      Section 5.13 Waiver of Past Defaults.

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

            (1) in the payment of the principal of, any premium or interest on,
      any Security 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 Security of such series affected.

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

      Section 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 Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
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 Securities 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 Security on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date, and, in the case of
repayment, on or after the date for repayment) or for the enforcement of the
right, if any, to convert or exchange any Security into other securities in
accordance with its terms.

                                    ARTICLE 6

                                   THE TRUSTEE

      Section 6.1 Certain Rights of Trustee.

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

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

            (2) Any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order (other
      than delivery of any Security, 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.

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

            (4) 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


                                       48
<PAGE>

      of any action taken, suffered or omitted by it hereunder in good faith and
      in reliance thereon.

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

            (6) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, 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.

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

            (8) 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.

            (9) The Trustee shall not be charged with knowledge of any default
      or Event of Default with respect to the Securities of any series unless
      either (1) such default or Event of Default is known, or ought reasonably
      to have been known, by a Responsible Officer of the Trustee 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 Securities of any
      series or by any Holder of the Securities of any series.

            (10) 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.

      Section 6.2 Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 7.3(3), notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or any sinking fund
or purchase fund installment


                                       49
<PAGE>

with respect to, any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
best interest of the Holders of Securities and Coupons of such series; and
provided, further, that in the case of any default of the character specified in
Sections 5.1(4) and 5.1(5) with respect to Securities of such series, no such
notice to Holders shall be given until such default shall have become an Event
of Default with respect to Securities of such series. For the purpose of
Sections 6.1 and 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 Securities of such series.

      Section 6.3 Not Responsible for Recitals or Issuance of Securities.

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

      Section 6.4 May Hold Securities.

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

      Section 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).


                                       50
<PAGE>

            (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.

      As security for the performance of the obligations of the Company under
this Section, the Trustee for the Securities of any series shall have a claim
prior to the Securities 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 Securities or any
Coupons of such series.

      To the extent permitted by 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, Paying Agent or Security Registrar.

      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, any
state thereof or the District of Columbia, that is eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000, 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.


                                       51
<PAGE>

            (2) The Trustee may resign at any time with respect to the
      Securities of one or more series by giving written notice thereof to the
      Company. If the instrument of acceptance by a successor Trustee required
      by Section 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
      Securities of any series by Act of the Holders of a majority in principal
      amount of the Outstanding Securities of such series, delivered to the
      Trustee and the Company.

            (4) If at any time:

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

                  (b) 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, or

                  (c) the Trustee shall become incapable of acting or shall be
            adjudged a bankrupt or insolvent or a receiver of the Trustee or of
            its property shall be appointed or any public officer shall take
            charge or control of the Trustee or of its property or affairs for
            the purpose of rehabilitation, conservation or liquidation, then, in
            any such case, (i) the Company, by or pursuant to a Board
            Resolution, may remove the Trustee with respect to all Securities or
            the Securities of such series, or (ii) subject to Section 315(e) of
            the Trust Indenture Act, any Holder of a Security who has been a
            bona fide Holder of a Security of such series for at least six
            months may, on behalf of himself and all others similarly situated,
            petition any court of competent jurisdiction for the removal of the
            Trustee with respect to all Securities of such series and the
            appointment of a successor Trustee or Trustees.

            (5) If the Trustee shall resign, be removed or become incapable of
      acting, or if a vacancy shall occur in the office of Trustee for any
      cause, with respect to the Securities of one or more series, the Company,
      by or pursuant to a Board Resolution, shall promptly appoint a successor
      Trustee or Trustees with respect to the Securities of such series (it
      being understood that any such successor Trustee may be appointed with
      respect to the Securities of one or more or all of such series and that at
      any time there shall be only one Trustee with respect to the Securities of
      any particular series) and shall comply with the applicable requirements


                                       52
<PAGE>

      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 Securities of any series shall be appointed by Act of the
      Holders of a majority in principal amount of the Outstanding Securities of
      such series delivered to the Company and the retiring Trustee, the
      successor Trustee so appointed shall, forthwith upon its acceptance of
      such appointment in accordance with the applicable requirements of Section
      6.9, become the successor Trustee with respect to the Securities of such
      series and to that extent supersede the successor Trustee appointed by the
      Company. If no successor Trustee with respect to the Securities of any
      series shall have been so appointed within three months after such
      appointment might have been made hereunder by the Company or the Holders
      of Securities and accepted appointment in the manner required by Section
      6.9, any Holder of a Security who has been a bona fide Holder of a
      Security of such series for at least six months may, on behalf of himself
      and all others similarly situated, petition any court of competent
      jurisdiction for the appointment of a successor Trustee with respect to
      the Securities of such series.

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

            (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 Securities, 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 Securities 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 Securities of one or more (but not all) series, the
      Company, the retiring Trustee and such successor Trustee shall execute and
      deliver an indenture supplemental hereto wherein each successor Trustee
      shall accept such appointment and which (1) shall contain such provisions
      as shall be necessary or desirable to transfer and confirm to, and to vest
      in, such successor Trustee all the rights, powers, trusts and duties of
      the retiring Trustee with respect to the Securities of that or those
      series to which the appointment of such successor Trustee relates, (2) if
      the retiring Trustee is not retiring with respect to all


                                       53
<PAGE>

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


                                       54
<PAGE>

such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

      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 Securities, and which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

      Each Authenticating Agent must be acceptable to the Company and, except as
provided in or pursuant to this Indenture, shall at all times be a corporation
that would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

      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 succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such
Corporation shall be otherwise eligible under this Section, 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 (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect


                                       55
<PAGE>

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 Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

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

                                        JPMORGAN CHASE BANK, N.A.,
                                        as Trustee

                                        By
                                          --------------------------------------
                                                 as Authenticating Agent

                                        By
                                          --------------------------------------
                                                 Authorized Officer

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

      Section 6.12 Appointment of Attorney-in-Fact

      The Trustee for each series of Securities is hereby appointed, and each
and every Holder of Securities of such series, by receiving and holding the
same, shall be conclusively deemed to have appointed such Trustee, the true and
lawful attorney-in-fact of such Holder, with authority to make or file (whether
or not the Company shall be in default in respect of the payment of the
principal of, or premium or interest, if any, on any of the Securities of such
series), in its own name as trustee of an express trust or otherwise as it shall
deem advisable, in any receivership, insolvency, liquidation, bankruptcy,
reorganization, or other judicial proceedings relative to the Company or any
other obligor upon such Securities or to their respective creditors or property,


                                       56
<PAGE>

any and all claims, proofs of claim, proofs of debt, petitions, consents, other
papers and documents, and amendments of any thereof, as may be necessary or
advisable in order to have the claims of the Trustee and of the Holders of such
Securities allowed in any such proceeding and to collect and receive any moneys
or other property payable or deliverable on any such claim, and to execute and
deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to enforce
in any such proceedings any of the claims of such Trustee and of any of such
holders in respect of any of the Securities of such series; and any receiver,
assignee, custodian, trustee, or debtor in any such proceedings is hereby
authorized, and each and every Holder of the Securities of such series, by
receiving and holding the same, shall be conclusively deemed to have authorized
any such receiver, assignee, custodian, trustee, or debtor, to make any such
payment or delivery to or on the order of such Trustee, and, in the event that
such Trustee shall consent to the making of such payments or deliveries directly
to the Holders of the Securities of such series, to pay to such Trustee any
amount due it for compensation and expenses, including counsel fees and
expenses, incurred by it down to the date of such payment or delivery; provided,
however, that nothing herein contained shall be deemed to authorize or empower
such Trustee to consent to or accept or adopt, on behalf of any Holder of
Securities of such series, any plan of reorganization or readjustment of the
Company affecting the Securities of such series or the rights of any Holder
thereof, or to authorize or empower such Trustee to vote in respect of the claim
of any Holder of any Securities of such series in any such proceedings.

                                   ARTICLE 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

      Section 7.1 Company to Furnish Trustee Names and Addresses of Holders.

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

            (1) semi-annually with respect to Securities of each series not
      later than May 1 and November 1 of the year or upon such other dates as
      are set forth in or pursuant to the Board Resolution or indenture
      supplemental hereto authorizing such series, a list, in each case in such
      form as the Trustee may reasonably require, of the names and addresses of
      Holders as of the applicable date, and

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

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

      Section 7.2 Preservation of Information; Communications to Holders.

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


                                       57
<PAGE>

      Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312(c) of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

      Section 7.3 Reports by Trustee.

            (1) Within 60 days after September 15 of each year commencing with
      the first September 15 following the first issuance of Securities pursuant
      to Section 3.1, if required by Section 313(a) of the Trust Indenture Act,
      the Trustee shall transmit, pursuant to Section 313(c) of the Trust
      Indenture Act, a brief report dated as of such September 15 with respect
      to any of the events specified in said Section 313(a) which may have
      occurred since the later of the immediately preceding September 15 and the
      date of this Indenture.

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

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

      Section 7.4 Reports by Company

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

            (1) file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Securities 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 Securities
      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, documents and reports with respect to compliance
      by the Company with the conditions and covenants of this Indenture as may
      be required from time to time by such rules and regulations; and


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<PAGE>

            (3) transmit to the Holders of Securities within 30 days after the
      filing thereof with the Trustee, in the manner and to the extent provided
      in Section 313(c) of the Trust Indenture Act, such summaries of any
      information, documents and reports required to be filed by the Company,
      pursuant to 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, AMALGAMATIONS, MERGER AND SALES

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

      The Company shall not consolidate or amalgamate 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 or amalgamate 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 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 Securities 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 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 Securities of such series.

      Section 8.2 Successor Person Substituted for Company.

      Upon any consolidation or amalgamation 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 amalgamation or into which the Company is


                                       59
<PAGE>

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 Securities and the Coupons.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

      Section 9.1 Supplemental Indentures without Consent of Holders.

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

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

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

            (3) to add to or change any of the provisions of this Indenture to
      provide that Bearer Securities may be registrable as to principal, to
      change or eliminate any restrictions on the payment of principal of, any
      premium or interest on, Securities, to permit Bearer Securities to be
      issued in exchange for Registered Securities, to permit Bearer Securities
      to be exchanged for Bearer Securities of other authorized denominations or
      to permit or facilitate the issuance of Securities in uncertificated form,
      provided any such action shall not adversely affect the interests of the
      Holders of Outstanding Securities 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 Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 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, which shall not adversely affect
      the interests of the Holders of Securities of any series then Outstanding
      or any Coupons appertaining thereto in any material respect; or


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<PAGE>

            (6) to establish the form or terms of Securities of any series and
      any related Coupons as permitted by Sections 2.1 and 3.1, including the
      provisions and procedures relating to Securities 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 Securities (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 Securities pursuant to Article 4, provided that
      any such action shall not adversely affect the interests of any Holder of
      an Outstanding Security of such series and any Coupons appertaining
      thereto or any other Outstanding Security or Coupon in any material
      respect; or

            (9) to secure payment on the Securities 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
      Securities then Outstanding.

      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 Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a 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 Securities of such series
under this Indenture or of the Securities of such series; provided, however,
that no such supplemental indenture, without the consent of each Holder of each
Outstanding Security affected thereby, shall:

            (1) change the Stated Maturity of the principal of, or any premium
      or installment of interest on, any Security, 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 Security 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 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 Security is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case of redemption, on or after the Redemption Date or, in the
      case of repayment at the option of the Holder, on or after the date for
      repayment), or


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<PAGE>

            (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver (of compliance with certain provisions of this Indenture or
      certain defaults hereunder and their consequences) provided for in 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 Security affected
      thereby, or

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

            (5) make any change that adversely affects the right to convert or
      exchange any Security 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.

      In computing whether the Holders of the requisite principal amount of
Outstanding Securities have taken action under this Indenture or under a
supplemental indenture hereto, the Company shall use: (i) for an Original Issue
Discount security, the amount of the principal that would be due and payable as
of that date, as if the Maturity of such Security had been accelerated due to a
default; and (ii) for a Security denominated in a Foreign Currency or
Currencies, the Dollar equivalent of the outstanding principal amount as of that
date, using the exchange rate in effect on the date of original issuance of such
Security.

      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 Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

      It shall not be necessary for any Act of Holders of Securities 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 Security 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 Securities of the series of which such Security is a part at the
time Outstanding shall have consented to such supplemental indenture. No
notation on any Security of the fact of such consent shall be necessary, but any
such written consent by the Holder of any Security shall be conclusive and
binding on all future Holders and owners of the same Security and of all


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<PAGE>

Securities 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 (subject to Section 315 of the Trust Indenture Act) 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 to the execution of
such supplemental indenture have been fulfilled. 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 is
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 Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.

      Section 9.5 Reference in Securities to Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series in equal aggregate principal
amounts, and such exchange shall be made without cost to the Holders.

      Section 9.6 Conformity with Trust Indenture Act.

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

      Section 9.7 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 Securities 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.


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<PAGE>

      Section 9.8 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 Securities 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.

                                   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
Securities of each series that it will duly and punctually pay the principal of,
and any premium or interest, if any, on the Securities of such series in
accordance with the terms thereof, any Coupons appertaining thereto and this
Indenture. Any interest due on any Bearer Security on or before the Maturity
thereof, 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 Securities of such series shall be cancelled and destroyed in
accordance with 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
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company shall maintain, subject to any laws
or regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; provided, however, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company shall maintain a
Paying Agent in London, Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Securities of such series
are listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such Office or
Agency. If at any time the Company shall fail to maintain any such required
Office or Agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment at the place specified for the purpose with respect to such Securities
as provided in or pursuant to


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<PAGE>

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 Bearer Securities shall be
made at any Office or Agency in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, if amounts owing with respect
to any Bearer Securities shall be payable in Dollars, payment of principal of,
any premium or interest on, any such Security may be made at the Corporate Trust
Office of the Trustee or any Office or Agency designated by the Company in the
Borough of Manhattan, The City of New York, if (but only if) payment of the full
amount of such principal, premium or interest at all offices outside the United
States maintained for such purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions, 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 Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an Office or Agency
in each Place of Payment for Securities of any series for such purposes. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other Office or
Agency. Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates as the Place of Payment for each series of Securities the
Borough of Manhattan, The City of New York, and initially appoint the Corporate
Trust Office of the Trustee as the Office or Agency of the Company in the
Borough of Manhattan, The City of New York for such purpose. The Company may
subsequently appoint a different Office or Agency in the Borough of Manhattan,
The City of New York for the Securities of any series.

      Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

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

      If the Company shall at any time act as its own Paying Agent, with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on, any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities 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.


                                       65
<PAGE>

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it shall, no later than 11:00 am on or prior to each due date of
the principal of, any premium or interest on, any Securities of such series,
deposit with any 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 Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

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

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

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

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

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

      Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on, any
Security 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 Security or
any Coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed to
Holders of Registered Securities of such series, or both, notice that such


                                       66
<PAGE>

money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication or mailing nor shall
it be 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 Securities 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 Securities
      equally and ratably with any and all other obligations and Indebtedness
      secured by such Lien, so long as any such other 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 state thereof or the District of Colombia, 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);


                                       67
<PAGE>

                  (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;

                  (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;


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<PAGE>

                  (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.

            (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.


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<PAGE>

      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 Securities of any series if, before the time for such compliance, the
Holders of at least a majority in principal amount of the Outstanding Securities
of such series, by Act of such Holders, either shall waive such compliance in
such instance or generally shall have waived compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect. 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

                  (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) 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


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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 SECURITIES

      Section 11.1 Applicability of Article.

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

      Section 11.2 Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of (a) less than all of the Securities of any series or (b) all of
the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed.

      Section 11.3 Selection by Trustee of Securities to be Redeemed.

      If less than all of the Securities of any series with the same issue date,
interest rate or formula, Stated Maturity and other terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal amount of Registered Securities of such
series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Registered Security of such series not
redeemed to less than the minimum denomination for a Security of such series
established herein or pursuant hereto.

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

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


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<PAGE>

      Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security 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 Security so selected, the converted portion
of such Security shall be deemed (so far as may be) to be the portion selected
for redemption. Securities which have been converted or exchanged during a
selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.

      Section 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 Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings far the redemption of
any other Securities or portion thereof.

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

      All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

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

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

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

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

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


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<PAGE>

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

            (9) if Bearer Securities of any series are to be redeemed and no
      Registered Securities of such series are to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on the Redemption Date pursuant to Section 3.5 or otherwise,
      the last date, as determined by the Company, on which such exchanges may
      be made,

            (10) in the case of Securities of any series that are convertible
      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 Securities of such series to
      be redeemed will commence or terminate and the place or places where such
      Securities may be surrendered for conversion or exchange, and

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

      A notice of redemption published as contemplated by Section 1.6 need not
identify particular Registered Securities to be redeemed.

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

      Section 11.5 Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 11.4, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 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
Securities of such series) any accrued interest on, all such Securities or
portions thereof which are to be redeemed on that date.

      Section 11.6 Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities 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 Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price,


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<PAGE>

together with any accrued interest to the Redemption Date; provided, however,
that, except as otherwise provided in or pursuant to this Indenture or the
Bearer Securities of such series, installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only upon presentation and surrender of Coupons for such interest (at an Office
or Agency located outside the United States except as otherwise provided in
Section 10.2), and provided, further, that, except as otherwise specified in or
pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the Regular Record Dates therefor according to their terms and the
provisions of Section 3.7.

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

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

      Section 11.7 Securities Redeemed in Part.

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


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<PAGE>

      Section 11.8 Cancellation and Destruction of Securities

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

                                   ARTICLE 12

                                  SINKING FUNDS

      Section 12.1 Applicability of Article.

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

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series and this Indenture.

      Section 12.2 Satisfaction of Sinking Fund Payments with Securities.

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


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<PAGE>

series purchased by the Company having an unpaid principal amount equal to the
cash payment requested to be released to the Company.

      Section 12.3 Redemption of Securities for Sinking Fund.

      Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next, ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                   ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

      Section 13.1 Applicability of Article.

      Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 3.9, shall not
operate as a payment, redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section
13.1, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders
of such Securities on or before the close of business on the repayment date an
amount not less than the repayment price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers.


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<PAGE>

                                   ARTICLE 14

                        SECURITIES 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 Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series or pursuant to
this Indenture or the Securities, any amount in respect of any Security
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 and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written
notice to the Trustee.

                                   ARTICLE 15

                        MEETINGS OF HOLDERS OF SECURITIES

      Section 15.1 Purposes for Which Meetings May Be Called.

      A meeting of Holders of Securities 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 Securities 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
      Securities 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, if Securities of such series have been issued in whole or
      in part as Bearer Securities, in London or in such place outside the
      United States as the Trustee shall determine. Notice of every meeting of
      Holders of Securities of any series, setting forth the time and the place
      of such meeting and in general terms the action proposed to be taken at
      such meeting, shall be given, in the manner provided in Section 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 Securities of any series or all series shall have requested
      the Trustee to call a meeting of the Holders of Securities 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 mailed notice of
      or made the first


                                       77
<PAGE>

      publication of the notice of such meeting within 21 days after receipt of
      such request (whichever shall be required pursuant to Section 1.6) or
      shall not thereafter proceed to cause the meeting to be held as provided
      herein, then the Company or the Holders of Securities of such series in
      the amount above specified, as the case may be, may determine the time and
      the place in the Borough of Manhattan, The City of New York, or, if
      Securities of such series are to be issued as Bearer Securities, 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 Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities 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 Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel, and any representatives of the Company and its counsel.

      Section 15.4 Quorum; Action.

      The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of the relevant series shall constitute a quorum for
any meeting of Holders of Securities 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 Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any 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 Securities 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 Securities 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 Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.


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<PAGE>

      Except as limited by the proviso to Section 9.2, any resolution passed or
decision taken at any meeting of Holders of Securities of any series duly held
in accordance with this Section shall be binding on all the Holders of
Securities of such series and the 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 Securities of such series in regard to proof of
      the holding of Securities of such series and of the appointment of proxies
      and in regard to the appointment and duties of inspectors of votes, the
      submission and examination of proxies, certificates and other evidence of
      the right to vote, and such other matters concerning the conduct of the
      meeting as it shall deem appropriate. Except as otherwise permitted or
      required by any such regulations, the holding of Securities shall be
      proved in the manner specified in Section 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 Bearer Securities. Such regulations may provide that
      written instruments appointing proxies, regular on their face, may be
      presumed valid and genuine without the proof specified in Section 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 Securities as provided in Section
      15.2(2), in which case the Company or the Holders of Securities 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 Securities of
      such series represented at the meeting.

            (3) At any meeting, each Holder of a Security of such series or
      proxy shall be entitled to one vote for each $1,000 principal amount of
      Securities 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 Security challenged as
      not Outstanding and ruled by the chairman of the meeting to be not
      Outstanding. The chairman of the meeting shall have no right to vote,
      except as a Holder of a Security of such series or proxy.

            (4) Any meeting of Holders of Securities 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 Securities of such series represented at the
      meeting; and the meeting may be held as so adjourned without further
      notice.


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<PAGE>

      Section 15.6 Counting Votes and Recording Action of Meetings.

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

      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 Securities.

                                   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 Securities 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 Securities issued pursuant to this Indenture shall be
subject to the provisions of this Article 16; and each Holder of a Security,
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 Securities 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.


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<PAGE>

      The Indebtedness represented by the Securities (1) shall not be deemed to
constitute "Senior Indebtedness," as such term is defined herein, and (2) shall
constitute "Senior Subordinated Indebtedness" as that term is defined herein.

      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 Securities of any series, or in the
event that the maturity of any Senior Indebtedness with respect to the
Securities 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 Securities 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 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 Securities 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 Securities 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


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<PAGE>

or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders of the Securities 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.

      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 Securities of the relevant series to the payment of all Senior Indebtedness
with respect to the Securities 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 Securities of any series, the rights of the Holders of the Securities 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 Securities 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 Securities of such series
or the Trustee, shall, as between the Company, its


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<PAGE>

creditors other than holders of such Senior Indebtedness, and the Holders of the
Securities 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 Securities of each series, on the one
hand, and the holders of the Senior Indebtedness with respect to the Securities
of such series on the other hand.

      Nothing contained in this Article 16 or elsewhere in this Indenture, any
Additional Provisions or in the Securities 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 Securities of such series, and the Holders of
the Securities of such series, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders of the Securities of such series the
principal of, and any premium and interest, if any, on, the Securities 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 Securities 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 Security 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 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 Securities 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 Securities 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 Securities 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
the Trustee 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 Securities of any
series pursuant to the provisions of this Article 16. Notwithstanding the
provisions of this Article 16 or any other provision of this


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<PAGE>

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 Securities of any
series pursuant to the provisions of this Article 16, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Indebtedness with respect to
the Securities 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 Security 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 Securities of any series (or a trustee on behalf of 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 Securities 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 Securities 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 Securities of any series at any time held by it, to the same extent as
any other holder of such Senior Indebtedness, and


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<PAGE>

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
Securities 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 Securities 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.

      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.

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness with respect to the Securities 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 Securities 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 Securities 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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<PAGE>

         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: