<PAGE>
                                                                     Exhibit 4.3


                              LSI INDUSTRIES INC.,

                                     ISSUER,

                                       TO

                         U.S. BANK, NATIONAL ASSOCIATION

                                     TRUSTEE

                                   ----------

                                    INDENTURE

                                   ----------

                          DATED AS OF NOVEMBER __, 2003

                                 DEBT SECURITIES

<PAGE>



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

Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------
Section 310(a)(1) ...........................................................6.7
    (a)(2) ..................................................................6.7
    (b) .....................................................................6.8
Section 312(a) ..............................................................7.1
    (b) .....................................................................7.2
    (c) .....................................................................7.2
Section 313(a) ..............................................................7.3
    (b)(2) ..................................................................7.3
    (c) .....................................................................7.3
    (d) .....................................................................7.3
Section 314(a) ..............................................................7.4
    (c)(1) ..................................................................1.2
    (c)(2) ..................................................................1.2
    (e) .....................................................................1.2
    (f) .....................................................................1.2
Section 316(a) (last sentence) ..............................................1.1
    (a)(1)(A) .........................................................5.2, 5.12
    (a)(1)(B) ..............................................................5.13
    (b) .....................................................................5.8
Section 317(a)(1) ...........................................................5.3
    (a)(2) ..................................................................5.4
    (b) ....................................................................10.3
Section 318(a) ..............................................................1.8

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


                                        2

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>         <C>
ARTICLE 1   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ...................... 1

     Section 1.1    Definitions .......................................................... 1
     Section 1.2    Compliance Certificates and Opinions .................................10
     Section 1.3    Form of Documents Delivered to Trustee ...............................11
     Section 1.4    Acts of Holders ......................................................11
     Section 1.5    Notices, etc. to Trustee and Company .................................13
     Section 1.6    Notice to Holders of Securities; Waiver ..............................13
     Section 1.7    Language of Notices ..................................................13
     Section 1.8    Conflict with Trust Indenture Act ....................................14
     Section 1.9    Effect of Headings and Table of Contents .............................14
     Section 1.10   Successors and Assigns ...............................................14
     Section 1.11   Separability Clause ..................................................14
     Section 1.12   Benefits of Indenture ................................................14
     Section 1.13   Governing Law ........................................................14
     Section 1.14   Legal Holidays .......................................................14
     Section 1.15   Counterparts .........................................................15
     Section 1.16   Judgment Currency ....................................................15
     Section 1.17   No Security Interest Created .........................................15
     Section 1.18   Limitation on Individual Liability ...................................15

ARTICLE 2   SECURITIES FORMS .............................................................16

     Section 2.1    Forms Generally ......................................................16
     Section 2.2    Form of Trustee's Certificate of Authentication ......................16
     Section 2.3    Securities in Global Form ............................................16

ARTICLE 3   THE SECURITIES ...............................................................17

     Section 3.1    Amount Unlimited; Issuable in Series .................................17
     Section 3.2    Currency; Denominations ..............................................20
     Section 3.3    Execution, Authentication, Delivery and Dating .......................20
     Section 3.4    Temporary Securities .................................................22
     Section 3.5    Registration, Transfer and Exchange ..................................23
     Section 3.6    Mutilated, Destroyed, Lost and Stolen Securities .....................25
     Section 3.7    Payment of Interest  and Certain  Additional  Amounts;  Rights to
                     Interest  and Certain  Additional Amounts Preserved .................26
     Section 3.8    Persons Deemed Owners ................................................27
     Section 3.9    Cancellation .........................................................27
     Section 3.10   Computation of Interest ..............................................27

ARTICLE 4   SATISFACTION AND DISCHARGE OF INDENTURE ......................................28

     Section 4.1    Satisfaction and Discharge ...........................................28
     Section 4.2    Defeasance and Covenant Defeasance ...................................29
     Section 4.3    Application of Trust Money ...........................................32
</TABLE>

                                        i

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<TABLE>
<S>                 <C>
ARTICLE 5   REMEDIES ..........................................................................32

     Section 5.1    Events of Default .........................................................32
     Section 5.2    Acceleration of Maturity; Rescission and Annulment ........................34
     Section 5.3    Collection of Debt and Suits for Enforcement by Trustee ...................35
     Section 5.4    Trustee May File Proofs of Claim ..........................................36
     Section 5.5    Trustee May Enforce Claims without Possession of Securities or Coupons ....37
     Section 5.6    Application of Money Collected ............................................37
     Section 5.7    Limitations on Suits ......................................................37
     Section 5.8    Unconditional  Right of Holders to Receive  Principal  and any
                     Premium,  Interest  and  Additional Amounts ..............................38
     Section 5.9    Restoration of Rights and Remedies ........................................38
     Section 5.10   Rights and Remedies Cumulative ............................................38
     Section 5.11   Delay or Omission Not Waiver ..............................................39
     Section 5.12   Control by Holders of Securities ..........................................39
     Section 5.13   Waiver of Past Defaults ...................................................39
     Section 5.14   Waiver of Usury, Stay or Extension Laws ...................................40
     Section 5.15   Undertaking for Costs .....................................................40

ARTICLE 6   THE TRUSTEE .......................................................................40

     Section 6.1    Certain Rights of Trustee .................................................40
     Section 6.2    Notice of Defaults ........................................................42
     Section 6.3    Not Responsible for Recitals or Issuance of Securities ....................42
     Section 6.4    May Hold Securities .......................................................42
     Section 6.5    Money Held in Trust .......................................................42
     Section 6.6    Compensation and Reimbursement ............................................43
     Section 6.7    Corporate Trustee Required; Eligibility ...................................43
     Section 6.8    Resignation and Removal; Appointment of Successor .........................44
     Section 6.9    Acceptance of Appointment by Successor ....................................45
     Section 6.10   Merger, Conversion, Consolidation or Succession to Business ...............46
     Section 6.11   Appointment of Authenticating Agent .......................................47

ARTICLE 7   HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY ..................................48

     Section 7.1    Company to Furnish Trustee Names and Addresses of Holders .................48
     Section 7.2    Preservation of Information; Communications to Holders ....................49
     Section 7.3    Reports by Trustee ........................................................49
     Section 7.4    Reports by Company; Rule 144A Information .................................49

ARTICLE 8   CONSOLIDATION, MERGER AND SALES ...................................................50

     Section 8.1    Company May Consolidate, etc., Only on Certain Terms ......................50
     Section 8.2    Successor Person Substituted for Company ..................................51
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                 <C>
ARTICLE 9   SUPPLEMENTAL INDENTURES .....................................................................51

     Section 9.1    Supplemental Indentures without Consent of Holders ..................................51
     Section 9.2    Supplemental Indentures with Consent of Holders .....................................52
     Section 9.3    Execution of Supplemental Indentures ................................................53
     Section 9.4    Effect of Supplemental Indentures ...................................................53
     Section 9.5    Reference in Securities to Supplemental Indentures ..................................54
     Section 9.6    Conformity with Trust Indenture Act .................................................54
     Section 9.7    Notice of Supplemental Indenture ....................................................54

ARTICLE 10  COVENANTS ...................................................................................54

     Section 10.1   Payment of Principal, any Premium, Interest and Additional Amounts ..................54
     Section 10.2   Maintenance of Office or Agency .....................................................54
     Section 10.3   Money for Securities Payments to Be Held in Trust ...................................55
     Section 10.4   Additional Amounts ..................................................................56
     Section 10.5   Limitation on Liens; Restriction on Sale-Leasebacks.Error! Bookmark not defined.
     Section 10.6   Legal Existence .....................................................................57
     Section 10.7   Waiver of Certain Covenants .........................................................57
     Section 10.8   Company Statement as to Compliance; Notice of Certain Defaults ......................57

ARTICLE 11  REDEMPTION OF SECURITIES ....................................................................58

     Section 11.1   Applicability of Article ............................................................58
     Section 11.2   Election to Redeem; Notice to Trustee ...............................................58
     Section 11.3   Selection by Trustee of Securities to be Redeemed ...................................58
     Section 11.4   Notice of Redemption ................................................................59
     Section 11.5   Deposit of Redemption Price .........................................................60
     Section 11.6   Securities Payable on Redemption Date ...............................................60
     Section 11.7   Securities Redeemed in Part .........................................................60

ARTICLE 12  SINKING FUNDS ...............................................................................61

     Section 12.1   Applicability of Article ............................................................61
     Section 12.2   Satisfaction of Sinking Fund Payments with Securities ...............................61
     Section 12.3   Redemption of Securities for Sinking Fund ...........................................61

ARTICLE 13  REPAYMENT AT THE OPTION OF HOLDERS ..........................................................62

     Section 13.1   Applicability of Article ............................................................62

ARTICLE 14  SECURITIES IN FOREIGN CURRENCIES ............................................................62

     Section 14.1   Applicability of Article ............................................................62
</TABLE>
                                       iii

<PAGE>


<TABLE>
<S>                 <C>
ARTICLE 15  MEETINGS OF HOLDERS OF SECURITIES ..............................................63

     Section 15.1   Purposes for Which Meetings May Be Called ..............................63
     Section 15.2   Call, Notice and Place of Meetings .....................................63
     Section 15.3   Persons Entitled to Vote at Meetings ...................................63
     Section 15.4   Quorum; Action .........................................................64
     Section 15.5   Determination of Voting Rights; Conduct and Adjournment of Meetings ....64
     Section 15.6   Counting Votes and Recording Action of Meetings ........................65
</TABLE>

                                       iv

<PAGE>

        INDENTURE, dated as of November __, 2003 (the "Indenture"), between LSI
INDUSTRIES INC., a corporation duly organized and existing under the laws of the
State of Ohio (hereinafter called the "Company"), having its principal executive
office located at 10000 Alliance Road, Cincinnati, Ohio, 45202 and U.S. Bank,
National Association, a national banking organization (hereinafter called the
"Trustee"), having its Corporate Trust Office located at 425 Walnut Street, 6th
Floor Cincinnati, Ohio, 45202.

                                    RECITALS

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

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

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

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1     Definitions.

        Except as otherwise expressly provided in or pursuant to this Indenture
or unless the context otherwise requires, for all purposes of this Indenture:

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

        (2)     all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

        (3)     all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America and, except as otherwise herein
expressly provided, the terms "generally accepted

<PAGE>
accounting principles" or
"GAAP" with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted in the United States
of America at the date or time of such computation;

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

        "Affiliate" 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.

        "Attributable Debt" means, as to any particular lease at any date as of
which the amount thereof is to be determined, the total net amount of rent
(discounted from the respective due dates thereof at the rate per annum set
forth or implicit in the terms of such lease, compounded semiannually) required
to be paid by the lessee under such lease during the remaining term thereof. The
net amount of rent required to be paid under any such lease for any such period
shall be the total amount of the rent payable by the lessee with respect to such
period, but may exclude amounts required to be paid on account of maintenance
and repairs, insurance, taxes, assessments, water rates and similar charges. In
the case of any lease that is terminable by the lessee upon the payment of a
penalty or other termination payment, such amount shall be the amount determined
assuming termination upon the first date such lease may be terminated (in which
case the amount shall also include the amount of the penalty or termination
payment, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated).

        "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

                                        2

<PAGE>

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
Chief Executive Officer, the Chief Financial Officer, the Chairman of the Board
of Directors, the President, Senior Vice President, any Vice President, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company.

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

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

        "Business Day," with respect to any Place of Payment or other location,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, 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" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) in the
equity interests of such Person, including without limitation, (i) with respect
to a corporation, common stock, preferred stock and any other capital stock,
(ii) with respect to a partnership, partnership interests (whether general or
limited), and (iii) with respect to a limited liability company, limited
liability company interests.

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

        "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.

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

                                        3

<PAGE>

        "Consolidated Net Worth" means at any time the consolidated
stockholders' equity of the Company and its Subsidiaries calculated on a
consolidated basis as of such time.

        "Consolidated Tangible Net Worth" means, as of any date, the difference
of (i) Consolidated Net Worth, minus (ii) to the extent included in determining
the amount under the foregoing clause (i), the net book value of goodwill, cost
in excess of fair value of net assets acquired, patents, trademarks, tradenames
and copyrights, treasury stock and all other assets which are deemed intangible
assets under generally accepted accounting principles.

        "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, (ii)
the Euro both within the EMU and for the settlement of transactions by public
institutions of or within the EMU or (iii) any currency unit or composite
currency other than the Euro 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 date of original execution of this
Indenture is located at 425 Walnut Street, 6th Floor, Cincinnati, Ohio, 45202.

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

        "Currency," with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or any Foreign Currency 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 Corporation, CUSIP Service Bureau.

        "Debt" means indebtedness for borrowed money.

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

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

        "Domestic Subsidiary" means each present and future Subsidiary of LSI
which is not organized under the laws of a jurisdiction outside of the United
States.

        "EC Treaty" means the Treaty establishing the European Communities
(signed in Rome on 25 March 1957), as amended by the Treaty on European Union,
as amended (signed in Maastricht on 7 February 1992).

                                        4

<PAGE>

        "EMU" means European Economic and Monetary Union.

        "Euro" each means the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the EC Treaty.

        "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.

        "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.

        "Funded Debt" means Debt having a maturity of more than 12 months from
the date as of which the amount thereof is to be determined or having a maturity
of less than 12 months but by its terms being renewable or extendible beyond 12
months from such date at the option of the obligor.

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

        "Holder," in the case of any Security, means the Person in whose name
such Security is registered in the Security Register.

         "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 and, with respect to any
Security, by the terms and provisions of such Security established pursuant to
Section 3.1 (as such terms and provisions may be amended pursuant to the
applicable provisions hereof).

                                        5

<PAGE>

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

        "Interest," with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.4, includes such Additional
Amounts.

        "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.

        "Legal Holidays" has the meaning specified in Section 1.14.

        "Lien" means and includes any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.

        "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.

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

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

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

                                        6

<PAGE>

        "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 (other than pursuant to Section 4.2 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) for the Holders of such Securities,
                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 pursuant to the terms hereof, except to the extent
                provided in Section 4.2; and

        (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;

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

                                        7

<PAGE>
to the satisfaction of the Trustee (A) the pledge'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 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, or any Additional Amounts with
respect to, any Security on behalf of the Company.

        "Person" means any individual, Corporation, partnership, association,
joint venture, trust, or any other entity or organization, including government
or political subdivision or an agency or instrumentality thereof.

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

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

        "Principal Property" means, whether owned or leased on the date of the
indenture or thereafter acquired, each manufacturing or processing plant or
facility of the Company or any of its Subsidiaries located in the United States
of America.

        "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.

        "Regular Record Date" for the interest payable on any 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 with respect to the Trustee any officer
assigned by the Trustee to administer corporate trust matters and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his or her knowledge of and familiarity with
the particular subject.

        "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Debt, 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

                                        8

<PAGE>

Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

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

        "Significant Subsidiary," means at any date of determination, any
Subsidiary of the Company that, together with its Subsidiaries, (i) for the most
recent fiscal quarter of the Company, accounted for more than 15% of the
consolidated revenues of the Company and its Subsidiaries or (ii) as of the end
of such fiscal quarter, was the owner of more than 25% of the consolidated
assets of the Company.

        "Special Record Date" for the payment of any Defaulted Interest on any
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 or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due and
payable.

        "Subsidiary" of any Person means any corporation, limited liability
company or other business entity of which more than 50% of the total voting
power of the equity interests entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
or any partnership of which more than 50% of the partnership interests
(considering all general and limited partnership interests as a single class)
is, in each case, at the time owned or controlled, directly or indirectly, by
such Person, one or more of the Subsidiaries of such Person, or combination
thereof.

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

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

                                        9

<PAGE>

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

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

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

Section 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 each individual signing such certificate or
opinion has read such condition or covenant and the definitions herein relating
thereto;

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

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

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

                                       10

<PAGE>

Section 1.3     Form of Documents Delivered to Trustee.

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

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

        Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any 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. 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 and 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.

                                       11

<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 reasonably require
further proof with respect to any of the matters referred to in this Section.

        (3)     The ownership, principal amount and serial numbers of 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)     If the Company shall solicit from the Holders of any 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
Securities entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of
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 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.

        (5)     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.

                                       12

<PAGE>

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 and
delivered in person or mailed by certified or registered mail, return receipt
requested 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 in the first paragraph
of this instrument 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,
such notice shall be sufficiently given to Holders of Securities if in writing
and mailed, first-class postage prepaid, to each Holder of a 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.

        In any case where notice to Holders of 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 Security shall affect the sufficiency of such
notice with respect to other Holders of Securities. Any notice which is mailed
in the manner herein provided shall be conclusively presumed to have been duly
given or provided. In the case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

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

Section 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.

                                       13

<PAGE>

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, 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 or any Security 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 or any Security, 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, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

Section 1.13    Governing Law.

        Pursuant to New York General Obligations Law 5-1401, this Indenture, the
Securities 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 shall be a Legal Holiday at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security other
than a provision in any Security that specifically states that such provision
shall apply in lieu hereof) payment need not be made at such Place of Payment on
such date, but such payment may be made on the next succeeding day that is a
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or at the Stated Maturity or Maturity, 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 or Maturity,
as the case may be, to such next succeeding Business Day.

                                       14

<PAGE>

Section 1.15    Counterparts.

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

Section 1.16    Judgment Currency.

        The Company to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the 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) their respective 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 10.5, nothing in this Indenture or
in any Securities, express or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect in any jurisdiction where property of the
Company 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

                                       15

<PAGE>

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 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 as evidenced by their execution of such
Security.

        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 shall be printed in any such manner as determined
by the officers of the Company executing such Securities, as evidenced by their
execution of such Securities.

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.

                                        ---------------------------------------,
                                                as Trustee

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

Section 2.3     Securities in Global Form.

        Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in temporary or permanent global
form. If Securities of a series shall

                                       16

<PAGE>

be issuable in global form, any such Security may provide that it or any number
of such Securities shall represent the aggregate amount of all Outstanding
Securities of such series (or such lesser amount as is permitted by the terms
thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges. Any endorsement of any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or 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, and any Additional Amounts in respect
of, any Security in temporary or permanent global form shall be made to the
Person or Persons specified therein.

        Notwithstanding the provisions of Section 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.

        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 of such Securities and the series in which such
Securities shall be included;

        (2)     any limit upon the aggregate principal amount of the Securities
of such title or the Securities of such series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or

                                       17

<PAGE>

in lieu of, other Securities of such series pursuant to Section 3.4, 3.5, 3.6,
9.5 or 11.7 or upon repayment in part of any Security of such series pursuant to
Article 13);

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

        (4)     the date as of which any global Security shall be dated (if
other than the date of original issuance of the first of such Securities to be
issued);

        (5)     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 such
Securities is payable;

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

        (7)     the place or places where the principal of, any premium and
interest on or any Additional Amounts with respect to such Securities shall be
payable, any of such Securities that are Securities may be surrendered for
registration of transfer or exchange, any of such Securities may be surrendered
for conversion or exchange and notices or demands to or upon the Company in
respect of such Securities and this Indenture may be served, the extent to
which, or the manner in which, any interest payment or Additional Amounts 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;

        (8)     whether any of such Securities are to be redeemable at the
option of the Company and, if so, the date or dates on which, the period or
periods within which, the price or prices at which and the other terms and
conditions upon which such Securities may be redeemed, in whole or in part, at
the option of the Company;

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

                                       18

<PAGE>

in whole or in part, pursuant to such obligation, and any provisions for the
remarketing of such Securities so redeemed or purchased;

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

        (11)    if other than the principal amount thereof, the portion of the
principal amount of any of such Securities that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or
the method by which such portion is to be determined;

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

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

        (14)    whether the amount of payments of principal of, any premium or
interest on or any Additional Amounts with respect to such Securities may be
determined with reference to an index, formula or other method or methods (which
index, formula or method or methods may be based, without limitation, on one or
more Currencies, commodities, equity securities, equity indices or other
indices), and, if so, the terms and conditions upon which and the manner in
which such amounts shall be determined and paid or payable;

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

        (16)    whether either or both of Section 4.2(2) relating to defeasance
or Section 4.2(3) relating to covenant defeasance shall not be applicable to the
Securities of such series, or any covenants in addition to those specified in
Section 4.2(3) relating to the Securities of such series which shall be subject
to covenant of defeasance, and any deletions from, or modifications or additions
to, the provisions of Article 4 in respect of the Securities of such series;

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

        (18)    if any of such Securities are to be issuable in global form and
are to be issuable in definitive form (whether upon original issue or upon
exchange of a temporary Security) only

                                       19

<PAGE>

upon receipt of certain certificates or other documents or satisfaction of other
conditions, then the form and terms of such certificates, documents or
conditions;

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

        (20)    any transfer restrictions applicable to the Securities of the
series;

        (21)    any provisions regarding exchangeability or Conversion of the
series; and

        (22)    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 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.

        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, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
in or pursuant to this Indenture, Securities denominated in Dollars shall be
issuable in registered form without coupons in denominations of $1,000 and any
integral multiple thereof. 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 and attested by
its Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

        Securities 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

                                       20

<PAGE>

individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of original issuance of such Securities.

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities 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, 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 terms of such Securities have been
        established in conformity with the provisions of this Indenture;

                (b)     all conditions precedent to the authentication and
        delivery of such Securities have been complied with and that such
        Securities, when completed by appropriate insertions, executed and
        attested by duly authorized officers of the Company, delivered by duly
        authorized officers of the Company to the Trustee for authentication
        pursuant to this Indenture, and authenticated and delivered by the
        Trustee and issued by the Company in the manner and subject to any
        conditions specified in such Opinion of Counsel, will constitute legally
        valid and binding obligations of the Company, enforceable against the
        Company in accordance with their terms, except as enforcement thereof
        may be subject to or limited by bankruptcy, insolvency, reorganization,
        moratorium, arrangement, fraudulent conveyance, fraudulent transfer or
        other similar laws relating to or affecting creditors' rights generally,
        and subject to general principles of equity (regardless of whether
        enforcement is sought in a proceeding in equity or at law) and will
        entitle the Holders thereof to the benefits of this Indenture; such
        Opinion of Counsel need express no opinion as to the availability of
        equitable remedies; and

                (c)     all laws and requirements in respect of the execution
        and delivery by the Company of such Securities have been complied with;

and, to the extent that this Indenture is required to be qualified under the
Trust Indenture Act in connection with the issuance of such Securities, to the
further effect that:

                (d)     this Indenture has been qualified under the Trust
        Indenture Act; and

        (2)     an Officers' Certificate stating that all conditions precedent
to the execution, authentication and delivery of such Securities have been
complied with and that, to the best knowledge of the Persons executing such
certificate, 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.

                                       21

<PAGE>

        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 and
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
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.

        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, as Trustee 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 Security shall be dated the date of its authentication.

        No Security 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.

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 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, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations of the same series and containing identical terms and provisions.
Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary global Security,

                                       22

<PAGE>

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 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 Securities of such series and of transfers
of the 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. There shall be only one Security Register for each series of
Securities.

        Upon surrender for registration of transfer of any 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 Securities of the same series
denominated as authorized in or pursuant to this Indenture, of a like aggregate
principal amount bearing a number not contemporaneously outstanding and
containing identical terms and provisions.

        At the option of the Holder, Securities of any series may be exchanged
for other 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 Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

        Except as otherwise provided in or pursuant to this Indenture, any
global Security in a series shall be exchangeable for definitive Securities of
such series only if (i) the Depository is at any time unwilling, unable to
continue as depository or if the Depositary ceases to be eligible under this
Indenture 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
executes and delivers 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 with respect to the Securities and the Holders of at
least a majority in principal amount of the Outstanding Securities of such
series have requested definitive 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

                                       23

<PAGE>

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; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities of the same series to be redeemed and ending on the
relevant Redemption Date. 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 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 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 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 tax or other governmental charge and any other
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, 9.5 or 11.7 not involving any transfer.

                                       24

<PAGE>

        Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days
before the day of the selection for redemption of Securities of like tenor and
the same series under Section 11.3 and ending at the close of business on the
day of such selection, or (ii) to register the transfer of or exchange any
Security so 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 issue, register the transfer of or exchange any Security which, in
accordance with its terms, has been surrendered for repayment at the option of
the Holder, 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 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.

        If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security, 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 of any adverse claim or that such Security 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, a new
Security of the same series containing identical terms and of like principal
amount and bearing a number not contemporaneously outstanding.

        Notwithstanding the foregoing provisions of this Section 3.6, in case
any mutilated, destroyed, lost or stolen Security 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.

        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 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 issued pursuant to this Section 3.6 in lieu of any
destroyed, lost or stolen Security shall constitute a separate obligation of the
Company, whether or not the destroyed, lost or stolen Security 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 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 (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.

                                       25

<PAGE>

Section 3.7     Payment of Interest and Certain Additional Amounts; Rights to
                Interest and Certain Additional Amounts Preserved.

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

        (1)     The Company may elect to make payment of any Defaulted Interest
to the Person in whose name such 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 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 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.

        (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 Securities that bear
interest may be paid by mailing a check to the address of the Person entitled
thereto as such address shall appear in the Security Register or by transfer to
an account maintained by the payee with a bank located in the United States.

                                       26

<PAGE>

        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.

Section 3.8     Persons Deemed Owners.

        Prior to due presentment of a 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 Security is registered in the Security Register as the
owner of such Security for the purpose of receiving payment of principal of, any
premium and (subject to Section 3.5 and 3.7) interest on and any Additional
Amounts with respect to such Security and for all other purposes whatsoever,
whether or not any payment with respect to such 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.

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

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.

                                       27

<PAGE>

                                    ARTICLE 4
                     SATISFACTION AND DISCHARGE OF INDENTURE

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 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 have been delivered to the Trustee for cancellation; or

                (b)     all Securities of such series 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 (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 indebtedness on such Securities not
                theretofore delivered to the Trustee for cancellation, including
                the principal of, any premium and interest on, and any
                Additional Amounts with respect to such Securities, 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

        (3)     the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel 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.

                                       28

<PAGE>

        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 clause (1)(b) of this Section, the obligations of the
Company and the Trustee with respect to the Securities of such series under
Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional
Amounts, if any, with respect to such Securities as contemplated by Section 10.4
(but only to the extent that the Additional Amounts payable with respect to such
Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 4.1(1)(b)) 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 Section 4.2(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 Section 4.2(3) 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 the Company may
at its option by Board Resolution, at any time, with respect to such Securities,
elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities 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 on the date the conditions set forth in
Section 4.2(4) are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire Debt represented by such Outstanding Securities, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 4.2(5)
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 this Indenture insofar as such Securities 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 to receive, solely from the trust fund described in Section 4.2(4)
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, and Additional Amounts, if
any, with respect to, such Securities when such payments are due, (ii) the
obligations of the Company and the Trustee with respect to such Securities under
Sections 3.5, 3.6, 6.6, 10.2 and 10.3 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 10.4
(but only to the extent that the Additional Amounts payable with respect to such
Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 4.2(4)(a) below), (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 Section 4.2(3) with respect to such Securities.

        (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 Section 10.5 and, to the extent
specified pursuant to any indenture

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<PAGE>

supplement, any other covenant applicable to such Securities, with respect to
such Outstanding Securities 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 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, 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 shall be
unaffected thereby.

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

                (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, (1) an amount in Dollars or in such Foreign Currency in
        which such Securities are then specified as payable at Stated Maturity,
        or (2) Government Obligations applicable to such Securities (determined
        on the basis of the Currency in which such Securities 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, 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 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 on the days
        on which such payments are due and payable in accordance with the terms
        of this Indenture and of such Securities.

                (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 shall have occurred and be continuing on the date of
        establishment of such trust and, with respect to

                                       30

<PAGE>

        defeasance only, at any time during the period ending on the 91st day
        after the date of such deposit (it being understood that this condition
        shall not be deemed satisfied until the expiration of such period).

                (d)     In the case of an election under 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 Internal
        Revenue Service a letter ruling, or there has been published by the
        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 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
        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
        Opinion of Counsel to the effect that, after the 91st day after the date
        of establishment of such trust, all money and Government Obligations (or
        other property as may be provided pursuant to Section 3.1) (including
        the proceeds thereof) deposited or caused to be deposited with the
        Trustee (or other qualifying trustee) pursuant to Section 4.2(4) to be
        held in trust will not be subject to any case or proceeding (whether
        voluntary or involuntary) in respect of the Company under any Federal or
        State bankruptcy, insolvency, reorganization or other similar law, or
        any decree or order for relief in respect of the Company issued in
        connection therewith.

                (g)     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
        Section 4.2(2) or Section 4.2(3) (as the case may be) have been complied
        with.

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

        (5)     Unless otherwise specified in or pursuant to this Indenture or
any 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

                                       31

<PAGE>

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
shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium, if any), and interest, if
any, on, and Additional Amounts, if any, with respect to, such Security as the
same becomes due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on (x) in
the case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Currency in effect on the second Business Day prior to
each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event. The Company shall pay and indemnify the
Trustee (or other qualifying trustee, collectively for purposes of 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.

        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 shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities of
all sums due and to become due thereon in respect of principal (and premium, if
any) and interest and Additional Amounts, if any; but such money and Government
Obligations need not be segregated from other funds except to the extent
required by law.

                                    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,

                                       32

<PAGE>

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, or any Additional Amounts payable with respect thereto, when such
interest becomes or such Additional Amounts become due and payable, and
continuance of such default for a period of 30 days;

        (2)     default in the payment of the principal of or any premium on any
Security of such series, or any Additional Amounts payable with respect thereto,
when such principal or premium becomes or such Additional Amounts become due and
payable at their Maturity;

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

        (4)     default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture or the Securities (other than a
covenant or warranty a default in the performance or the breach of which is
elsewhere in this Indenture specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of Securities
other than such series), and continuance of such default or breach for a period
of 60 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 such series, a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default";

        (5)     there occurs with respect to any issue or issues of Debt of the
Company (including an Event of Default under any other series of Securities),
the Company or any of its Subsidiaries having an outstanding principal amount of
$25,000,000 or more in the aggregate for all such issues of all such Persons,
whether such Debt exists on the date of this Indenture or shall hereafter be
created, (a) an event of default that has caused the holder thereof to declare
such Debt to be due and payable prior to its stated maturity and such Debt has
not been discharged in full or such acceleration has not been rescinded or
annulled within 30 days of such acceleration and/or (b) the failure to make a
principal payment at the final (but not any interim) fixed maturity and such
defaulted payment shall not have been made, waived or extended within 30 days of
such payment default;

        (6)     the entry by a court having competent jurisdiction of:

                (a)     a decree or order for relief in respect of the Company
        in an involuntary proceeding under any applicable bankruptcy,
        insolvency, reorganization or other similar law and such decree or order
        shall remain unstayed and in effect for a period of 60 consecutive days;

                (b)     a decree or order adjudging the Company to be insolvent,
        or approving a petition seeking reorganization, arrangement, adjustment
        or composition of the Company,

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<PAGE>

        and such decree or order shall remain unstayed and in effect for a
        period of 60 consecutive days; or

                (c)     a final and non-appealable order appointing a custodian,
        receiver, liquidator, assignee, trustee or other similar official of the
        Company, or of any substantial part of the property of the Company, or
        ordering the winding up or liquidation of the affairs of the Company.

        (7)     the commencement by the Company of a voluntary proceeding under
any applicable bankruptcy, insolvency, reorganization 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

        (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 with respect to the Company
specified in Section 5.1(7) or Section 5.1(8)) 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 with respect to the Company specified in Section
5.1(7) or Section 5.1(8) 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

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<PAGE>

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

                (a)     all overdue installments of any interest on and
        Additional Amounts with respect to all Securities of such series,

                (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 and any Additional Amounts with
        respect thereto at the rate or rates borne by or provided for in such
        Securities,

                (c)     to the extent that payment of such interest or
        Additional Amounts is lawful, interest upon overdue installments of any
        interest and Additional Amounts 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, any premium and interest on, and
any Additional Amounts with respect to Securities of 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 Debt and Suits for Enforcement by Trustee.

        The Company covenants that if

        (1)     default is made in the payment of any installment of interest on
or any Additional Amounts with respect to any Security when such interest or
Additional Amounts 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 or any Additional Amounts with respect thereto at their
Maturity, the Company shall, upon demand of the Trustee, pay to the Trustee, for
the benefit of the Holders of such Securities, the whole amount of money then
due and payable with respect to such Securities, 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 Additional
Amounts at the rate or rates borne by or provided for in such Securities, and,
in addition thereto, such further amount of money as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and all other amounts due to the Trustee under Section 6.6.

        If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and

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<PAGE>

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 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, wherever situated.

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

Section 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, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

        (1)     to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Securities of any applicable series, of the
principal and any premium, interest and Additional Amounts owing and unpaid in
respect of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents or counsel) and of the Holders of Securities 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 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, 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
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security in any such proceeding.

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<PAGE>

Section 5.5     Trustee May Enforce Claims without Possession of Securities.

        All rights of action and claims under this Indenture or any of the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities 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 in respect of
which such judgment has been recovered.

Section 5.6     Application of Money Collected.

        Any money collected by the Trustee pursuant to this Article shall be
applied in the following order with respect to the Securities of such series, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal, or any premium, interest or Additional Amounts,
upon presentation of the Securities of the applicable series and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                FIRST: To the payment of all amounts due the
                Trustee and any predecessor Trustee under
                Section 6.6;

                SECOND: To the payment of the amounts then
                due and unpaid upon the Securities of the
                applicable series for principal and any
                premium, interest and Additional Amounts in
                respect of which or for the benefit of which
                such money has been collected, ratably,
                without preference or priority of any kind,
                according to the aggregate amounts due and
                payable on such Securities for principal and
                any premium, interest and Additional
                Amounts, respectively;

                THIRD: The balance, if any, to the Company
                or, Person or Persons entitled thereto.

Section 5.7     Limitations on Suits.

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

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

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

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<PAGE>

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

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

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

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

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

        Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of, any premium and (subject to Section 3.5 and Section
3.7) interest on, and any Additional Amounts with respect to such Security, as
the case may be, on the respective Stated Maturity or Maturities therefor
specified in such Security (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 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 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 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

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<PAGE>

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

Section 5.12    Control by Holders of 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, 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 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,
or any Additional Amounts with respect to, any Security of such series, 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.

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<PAGE>

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.

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 or Additional Amounts,
if any, with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date, and, in the case of repayment, on or after the date
for repayment).

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

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

                                       40

<PAGE>

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

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

        (5)     the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by or pursuant to this Indenture at the request or
direction of any of the Holders of Securities of any series pursuant to this
Indenture, unless such Holders shall have offered to the Trustee such security
or indemnity as is reasonably satisfactory to it 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, coupon or other paper or document, but the Trustee, in its
discretion, may but shall not be obligated to make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine, during business hours and upon reasonable notice, the
books, records and premises of the Company, personally or by agent or attorney;

        (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 or error of
judgment made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was grossly negligent,
acted in bad faith or engaged in willful misconduct;

        (9)     the Authenticating Agent, Paying Agent, and Security Registrar
shall have the same protections as the Trustee set forth hereunder; and

        (10)    the Trustee shall not be liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with an
Act of the Holders hereunder, and, to the extent not so provided herein, with
respect to any act requiring the Trustee to exercise its own discretion,
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture or any Securities, unless it shall be proved
that, in connection with any such action taken, suffered or omitted or any such
act, the Trustee was grossly negligent, acted in bad faith or engaged in willful
misconduct.

                                       41

<PAGE>

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 Additional
Amounts or any sinking fund or purchase fund installment with respect to, any
Security of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the best interest of
the Holders of Securities of such series; and provided, further, that in the
case of any default of the character specified in Section 5.1(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

Section 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, 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, 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, if
necessary, supplied to the Company are true and accurate, subject to the
qualifications set forth therein. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of the
Securities or the proceeds thereof.

Section 6.4     May Hold Securities.

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

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.

                                       42

<PAGE>

Section 6.6     Compensation and Reimbursement.

                The Company agrees:

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

        (2)     except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture or arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to the
Trustee's gross negligence or bad faith; and

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

        As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to Securities.

        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

                                       43

<PAGE>

any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 6.8     Resignation and Removal; Appointment of Successor.

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

        (2)     The Trustee may resign at any time with respect to the
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 of Section

                                       44

<PAGE>

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 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 Securities, if any, of such series as their names and addresses
appear in the Security Register. 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, 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 Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the

                                       45

<PAGE>

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, or any
Corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated
but not delivered by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

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<PAGE>

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 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 mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
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.
Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

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

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<PAGE>

        The provisions of Section 3.8, 6.3 and 6.4 shall be applicable to each
Authenticating Agent.

        If an Authenticating Agent is appointed with respect to one or more
series of Securities pursuant to this Section, 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.

                                        ---------------------------------------,
                                                 as Trustee

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

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

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

                                    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 June 30 and December 31 of the year or upon such other dates as are
set forth in or pursuant to the Board Resolution or indenture supplemental
hereto authorizing such series, a list, in each case in such form as the Trustee
may reasonably require, of the names and addresses of Holders as of the
applicable date, and

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

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

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<PAGE>

Section 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.

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

Section 7.3     Reports by Trustee.

        (1)     Within 60 days after March 1 of each year commencing with the
first March 1 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 March 1 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the immediately
preceding March 1 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; Rule 144A Information.

        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,

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<PAGE>

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

        (3)     transmit within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports required
to be filed by the Company pursuant to Section 7.4(1) and Section 7.4(2) as may
be required by rules and regulations prescribed from time to time by the
Commission.

        In addition, in the event that the offer and sale of the Securities of
any series has not been registered under the Securities Act of 1933, as amended,
in reliance on Section 4(2) thereof, the Company agrees that, in order to render
such Securities eligible for resale pursuant to Rule 144A, while any of such
Securities remain outstanding and "restricted securities" (within the meaning of
Rule 144(a)(3) under the Securities Act of 1933, as amended), the Company will
make available, upon request, to any Holder or owner of Securities or
prospective purchasers of Securities the information specified in Rule
144A(d)(4) with respect to the Company, unless such information is furnished to
the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended.

                                    ARTICLE 8
                         CONSOLIDATION, MERGER AND SALES

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

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

        (1)     in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company as an entirety or substantially as an entirety shall be a Corporation
organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia and shall expressly assume, by an indenture
(or indentures, if at such time there is more than one Trustee) supplemental
hereto, executed by the successor Person and delivered to the Trustee, the due
and punctual payment of the principal of, any premium and interest on and any
Additional Amounts with respect to all the Securities and the performance of
every obligation in this Indenture and the Outstanding Securities on the part of
the Company to be performed or observed;

        (2)     immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no

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Event of Default or event which, after notice or lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing; and

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

Section 8.2     Successor Person Substituted for Company.

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

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

Section 9.1     Supplemental Indentures without Consent of Holders.

        Without the consent of any Holders of Securities, 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 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 change or eliminate any restrictions on the payment of
principal of, any premium or interest on or any Additional Amounts with respect
to Securities, provided any such action shall not adversely affect the interests
of the Holders of Outstanding Securities of any series in any material respect;
or

        (4)     to establish the form or terms of Securities of any series as
permitted by Section 2.1 and Section 3.1; or

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

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<PAGE>

administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.9; or

        (6)     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 in any material respect; or

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

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

        (9)     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 or any other Outstanding Security in any
material respect; or

        (10)    to secure the Securities pursuant to Section 10.5 or otherwise;
                or

        (11)    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
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 the 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 or any Additional Amounts with respect to, any
Security, or reduce the principal amount thereof or the rate (or modify the
calculation of such rate) of interest thereon or any Additional Amounts with
respect thereto, or any premium payable upon the redemption thereof or
otherwise, or change the obligation of the Company to pay Additional Amounts
pursuant to Section 10.4 (except as contemplated by Section 8.1(1) and permitted
by Section 9.1(1)), 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

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<PAGE>

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, or any
Additional Amounts with respect to any Security is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date
or, in the case of repayment at the option of the Holder, on or after the date
for repayment), in each case, as provided herein, or

        (2)     reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (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 15.3 or
Section 10.8, 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.

        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.

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 provided,
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.

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
shall be bound thereby.

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<PAGE>

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.

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     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 the substance of such supplemental indenture.

                                   ARTICLE 10
                                    COVENANTS

Section 10.1    Payment of Principal, any Premium, Interest and Additional
                Amounts.

        The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any supplement
hereto and this Indenture.

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 may be presented
or surrendered for payment, where Securities of such series may be surrendered
for registration of transfer 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. 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 and the Company appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.

        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

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<PAGE>

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 State of Ohio, City of
Cincinnati, and initially appoints the Corporate Trust Office for such purpose.
The Company may subsequently appoint a different Office or Agency in the United
States or any other Place of Payment for the Securities of any series.

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 or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
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, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its action or failure so to act.

        Whenever the Company shall have one or more Paying Agents for any series
of Securities, it shall, on or prior to each due date of the principal of, any
premium or interest on or any Additional Amounts with respect to any Securities
of such series, deposit with any Paying Agent a sum (in the currency or
currencies, currency unit or units or composite currency or currencies described
in the preceding paragraph) sufficient to pay the principal or any premium,
interest or Additional Amounts 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 or any Additional Amounts with respect to Securities
of such series in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as provided in
or pursuant to this Indenture;

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

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

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<PAGE>

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

        Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series and remaining
unclaimed for two years after such principal or any such premium or interest or
any such Additional Amounts shall have become due and payable shall be paid to
the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security 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.

Section 10.4    Additional Amounts.

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

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

                                       56

<PAGE>

Securities. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

Section 10.5    Legal 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 legal
existence and that of each Subsidiary and their respective rights (charter and
statutory) and franchises; provided, however, that the foregoing shall not
obligate the Company or any Subsidiary to preserve any such right or franchise
if the Company shall determine that the preservation thereof is no longer
desirable in the conduct of its business or the business of the Company or such
Subsidiary and that the loss thereof is not disadvantageous in any material
respect to any Holder.

Section 10.6    Waiver of Certain Covenants.

        The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 10.5 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.

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, 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.

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<PAGE>

        (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 10.8.

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

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

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

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

        Any notice that is mailed to the Holder of any 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, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
any accrued interest and Additional Amounts pertaining thereto,

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

        (8)     the CUSIP number or the Euroclear or Clearstream 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 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.

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<PAGE>
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 and Additional Amounts with
respect thereto, 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. Upon surrender of any
such Security for redemption in accordance with said notice, maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with any accrued interest and Additional Amounts to the
Redemption Date; provided, however, that, except as otherwise specified in or
pursuant to this Indenture or the Securities of such series, installments of
interest on 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 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 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 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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                                   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) 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
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,

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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 Section 11.6 and Section 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 Debt 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.

                                   ARTICLE 14

                        SECURITIES IN FOREIGN CURRENCIES

Section 14.1    Applicability of Article.

        Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, 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 Securities of such series (if any) for such action, determination of
rights or

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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 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 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 shall have requested the Trustee to call a
meeting of the Holders of Securities of such series 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 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 United States, 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.

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Section 15.4    Quorum; Action.

        The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a 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.

        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, 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. 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

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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; 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.

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.

                                     * * * *

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

                                        LSI INDUSTRIES INC.
                                          as Issuer


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


                                        U.S. BANK, NATIONAL ASSOCIATION,
                                          as Trustee


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