<PAGE>

                                                                    EXHIBIT 4.13

                                    INDENTURE

                                     between

                             AMERICAN AIRLINES, INC.

                                       and

                            WILMINGTON TRUST COMPANY,
                                   as Trustee

                         Dated as of November 25, 2003

                            Providing for Issuance of
                            Debt Securities in Series

<PAGE>

                                TABLE OF CONTENTS

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

       Section 1.1.   Definitions....................................................................    1
       Section 1.2.   Compliance Certificates and Opinions...........................................    9
       Section 1.3.   Form of Documents Delivered to Trustee.........................................    9
       Section 1.4.   Acts of Holders................................................................   10
       Section 1.5.   Notices, etc., to Trustee and Company..........................................   12
       Section 1.6.   Notice to Holders; Waiver......................................................   13
       Section 1.7.   Headings and Table of Contents.................................................   14
       Section 1.8.   Successor and Assigns..........................................................   14
       Section 1.9.   Separability...................................................................   14
       Section 1.10.  Benefits of Indenture..........................................................   14
       Section 1.11.  Governing Law..................................................................   14
       Section 1.12.  Legal Holidays.................................................................   15
       Section 1.13.  No Recourse Against Others.....................................................   15

ARTICLE II SECURITY FORMS............................................................................   15

       Section 2.1.   Forms Generally................................................................   15
       Section 2.2.   Form of Trustee's Certificate of Authentication................................   16
       Section 2.3.   Securities in Global Form......................................................   16
       Section 2.4.   Form of Legend for Securities in Global Form...................................   17

ARTICLE III THE SECURITIES...........................................................................   17

       Section 3.1.   Amount Unlimited; Issuable in Series...........................................   17
       Section 3.2.   Denominations..................................................................   23
       Section 3.3.   Execution, Authentication, Delivery and Dating.................................   23
       Section 3.4.   Temporary Securities...........................................................   26
       Section 3.5.   Registration, Transfer and Exchange............................................   27
       Section 3.6.   Replacement Securities.........................................................   31
       Section 3.7.   Payment of Interest; Interest Rights Preserved.................................   32
       Section 3.8.   Persons Deemed Owners..........................................................   34
       Section 3.9.   Cancellation...................................................................   35
       Section 3.10.  Computation of Interest........................................................   35
       Section 3.11.  Currency and Manner of Payment in Respect of Securities........................   35
       Section 3.12.  Appointment and Resignation of Exchange Rate Agent.............................   41
       Section 3.13.  CUSIP Numbers..................................................................   41
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                    <C>
ARTICLE IV SATISFACTION, DISCHARGE AND DEFEASANCE....................................................   42

       Section 4.1.   Termination of Company's Obligations Under the Indenture.......................   42
       Section 4.2.   Application of Trust Funds.....................................................   43
       Section 4.3.   Applicability of Defeasance Provisions; Company's Option to Effect Defeasance
                      or Covenant Defeasance.........................................................   44
       Section 4.4.   Defeasance and Discharge.......................................................   44
       Section 4.5.   Covenant Defeasance............................................................   45
       Section 4.6.   Conditions to Defeasance or Covenant Defeasance................................   45
       Section 4.7.   Deposited Money and Government Obligations To Be Held in Trust.................   47
       Section 4.8.   Repayment to Company...........................................................   48
       Section 4.9.   Indemnity for Government Obligations...........................................   48

ARTICLE V DEFAULTS AND REMEDIES......................................................................   48

       Section 5.1.   Events of Default..............................................................   48
       Section 5.2.   Acceleration; Rescission and Annulment.........................................   49
       Section 5.3.   Collection of Indebtedness and Suits for Enforcement by Trustee................   50
       Section 5.4.   Trustee May File Proofs of Claim...............................................   51
       Section 5.5.   Trustee May Enforce Claims Without Possession of Securities....................   51
       Section 5.6.   Delay or Omission Not Waiver...................................................   51
       Section 5.7.   Waiver of Past Defaults........................................................   51
       Section 5.8.   Control by Majority............................................................   51
       Section 5.9.   Limitation on Suits by Holders.................................................   52
       Section 5.10.  Rights of Holders to Receive Payment...........................................   52
       Section 5.11.  Application of Money Collected.................................................   53
       Section 5.12.  Restoration of Rights and Remedies.............................................   53
       Section 5.13.  Rights and Remedies Cumulative.................................................   53
       Section 5.14.  Waiver of Stay, Extension or Usury Laws........................................   53

ARTICLE VI THE TRUSTEE...............................................................................   54

       Section 6.1.   Rights of Trustee..............................................................   54
       Section 6.2.   Trustee May Hold Securities....................................................   55
       Section 6.3.   Money Held in Trust............................................................   55
       Section 6.4.   Trustee's Disclaimer...........................................................   55
       Section 6.5.   Notice of Defaults.............................................................   56
       Section 6.6.   Reports by Trustee to Holders..................................................   56
       Section 6.7.   Security Holder Lists..........................................................   56
       Section 6.8.   Compensation and Indemnity.....................................................   57
       Section 6.9.   Replacement of Trustee.........................................................   58
       Section 6.10.  Acceptance of Appointment by Successor.........................................   59
       Section 6.11.  Eligibility; Disqualification..................................................   60
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                    <C>
       Section 6.12.  Merger, Conversion, Consolidation or Succession to Business....................   61
       Section 6.13.  Appointment of Authenticating Agent............................................   61

ARTICLE VII CONSOLIDATION, MERGER OR SALE BY THE COMPANY.............................................   63

       Section 7.1.   Consolidation, Merger or Sale of Assets Permitted..............................   63

ARTICLE VIII SUPPLEMENTAL INDENTURES.................................................................   64

       Section 8.1.   Supplemental Indentures Without Consent of Holders.............................   64
       Section 8.2.   With Consent of Holders........................................................   65
       Section 8.3.   Compliance with Trust Indenture Act............................................   67
       Section 8.4.   Execution of Supplemental Indentures...........................................   67
       Section 8.5.   Effect of Supplemental Indentures..............................................   67
       Section 8.6.   Reference in Securities to Supplemental Indentures.............................   67

ARTICLE IX COVENANTS.................................................................................   68

       Section 9.1.   Payment of Principal, Premium, if any, and Interest............................   68
       Section 9.2.   Maintenance of Office or Agency................................................   68
       Section 9.3.   Money for Securities To Be Held in Trust; Unclaimed Money......................   69
       Section 9.4.   Corporate Existence............................................................   70
       Section 9.5.   Insurance......................................................................   70
       Section 9.6.   Reports by the Company.........................................................   71
       Section 9.7.   Annual Review Certificate......................................................   71
       Section 9.8.   Calculation of Original Issue Discount.........................................   72

ARTICLE X REDEMPTION.................................................................................   72

       Section 10.1.  Applicability of Article.......................................................   72
       Section 10.2.  Election to Redeem; Notice to Trustee..........................................   72
       Section 10.3.  Selection of Securities To Be Redeemed.........................................   72
       Section 10.4.  Notice of Redemption...........................................................   73
       Section 10.5.  Deposit of Redemption Price....................................................   74
       Section 10.6.  Securities Payable on Redemption Date..........................................   75
       Section 10.7.  Securities Redeemed in Part....................................................   75

ARTICLE XI SINKING FUNDS.............................................................................   76

       Section 11.1.  Applicability of Article.......................................................   76
       Section 11.2.  Satisfaction of Sinking Fund Payments with Securities..........................   76
       Section 11.3.  Redemption of Securities for Sinking Fund......................................   76

SIGNATURES...........................................................................................   77
</TABLE>

                                       iii

<PAGE>

         INDENTURE, dated as of November 25, 2003, between AMERICAN AIRLINES,
INC, a Delaware corporation (the "Company"), and WILMINGTON TRUST COMPANY,
Trustee, a Delaware banking corporation (the "Trustee").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
    Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness ("Securities") to be issued
in one or more series as herein provided.

         All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done.

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.1. Definitions. (a) For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                  (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; and

                  (4)      the words "herein", "hereof" 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.

         "Affiliate" of any specified Person means any Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For 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,

<PAGE>

directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

         "Agent" means any Paying Agent or Registrar.

         "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 6.13.

         "Authorized Newspaper" means a newspaper of general circulation, in the
official language of the country of publication or in the English language,
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays. Whenever successive publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise
expressly provided herein) on the same or different days of the week and in the
same or different Authorized Newspapers.

         "Bearer Security" means any Security issued hereunder which is payable
to bearer.

         "Board" or "Board of Directors" means the Board of Directors of the
Company or the Executive Committee or any other duly authorized committee
thereof.

         "Board Resolution" means a copy of a resolution of the Board of
Directors, certified by the Corporate 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 the certificate, and delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or particular
location are authorized or obligated by law or executive order to close.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, 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 party named as the Company in the first paragraph
of this Indenture until a successor shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter means such successors.

                                       2
<PAGE>

         "Company Order" and "Company Request" mean, respectively, a written
order or request signed in the name of the Company by the Chairman of the Board,
the Vice Chairman of the Board of Directors, the President, any Executive Vice
President or any Senior Vice President, signing alone, or by any Vice President
signing together with the Treasurer, any Assistant Treasurer, the Corporate
Secretary or any Assistant Secretary of the Company.

         "Corporate Trust Office" means an office of the Trustee at which at any
time its corporate trust business shall be administered, which office at the
date hereof is located at Rodney Square North, 1100 North Market Street, 9th
Floor, Wilmington, DE 19890 or such other address as the Trustee may designate
from time to time by notice to the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Company).

         "currency unit", for all purposes of this Indenture, shall include any
composite currency.

         "Default" means any event which is, or after notice or passage of time,
or both, would be, an Event of Default.

         "Depositary", when used with respect to the Securities of or within any
series issuable or issued in whole or in part in global form, means the Person
designated as Depositary by the Company pursuant to Section 3.1 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depositary hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

         "Dollar" or "$" means the coin or currency of the United States as at
the time of payment is legal tender for the payment of public and private debts.

         "Government Obligations" means securities which are (i) direct
obligations of the United States or, if specified as contemplated by Section
3.1, the government which issued the currency in which the Securities of a
particular series are payable, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States or, if specified
as contemplated by Section 3.1, such government which issued the foreign
currency in which the Securities of such series are payable, for the payment of
which the full faith and credit of the United States or such other government is
pledged (whether by guaranty or otherwise), which, in either case, are not
callable or redeemable at the option of the issuer 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 any such Government Obligation held by

                                       3
<PAGE>

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
evidenced by such depositary receipt.

         "Guarantee", when used with respect to the Securities of or within any
series, means a guarantee by the Guarantor of the obligations of the Company
under such Securities, which guarantee may be included in an indenture or
indentures supplemental hereto or in a separate agreement.

         "Guarantor" means AMR Corporation, a Delaware corporation, and its
successors and assigns.

         "Holder" means, with respect to a Bearer Security, a bearer thereof or
of a coupon appertaining thereto and, with respect to a Registered Security, a
person in whose name such Registered Security is registered on the Register.

         "Indenture" means this Indenture as originally executed or as amended
or supplemented from time to time and shall include the forms and terms of
particular series of Securities established as contemplated hereunder.

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

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

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

         "Maturity", when used 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 therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Officer" means the Chairman of the Board, the Vice Chairman of the
Board of Directors, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Treasurer or the Corporate Secretary of the
Company.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Vice Chairman of the Board of Directors, the President, any
Executive Vice President or any Senior Vice President, signing alone, or by any
Vice President signing together

                                       4
<PAGE>

with the Corporate Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer of the Company.

         "Opinion of Counsel" means a written opinion of legal counsel, who may
be (a) the senior attorney employed by the Company, (b) Debevoise & Plimpton or
(c) other counsel designated by the Company.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.2.

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

                  (i)      Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

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

                  (iii)    Securities, except to the extent provided in Sections
         4.4 and 4.5, with respect to which the Company has effected defeasance
         and/or covenant defeasance as provided in Article IV; and

                  (iv)     Securities which have 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, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that unless otherwise provided with respect to any Securities
of any series pursuant to Section 3.1, in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or
whether sufficient funds are available for redemption or for any other purpose,
and for the purpose of making the calculations required by section 313 of the
Trust Indenture Act, (w) the principal amount

                                       5
<PAGE>

of any Original Issue Discount Securities that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.2, (x) the principal amount of any Security denominated in
a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent, determined as of such
date of original issuance, of the amount determined as provided in clause (w)
above) of such Security, (y) the principal amount of any Indexed Security that
may be counted in making such determination or calculation and that shall be
deemed Outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, and (z) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making
such calculation or in 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 have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest and any other payments on any
Securities on behalf of the Company.

         "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including, without
limitation, the rate or rates of interest or formula for determining the rate or
rates of interest thereon, if any, the Maturity thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company
upon the issuance of such Securities.

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

         "Place of Payment", when used with respect to the Securities of or
within any series, means the place or places where the principal of, premium, if
any, and interest and

                                       6
<PAGE>

any other payments on such Securities are payable as specified as contemplated
by Sections 3.1 and 9.2.

         "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
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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

         "Redemption Price", when used with respect to any Security to be
redeemed, in whole or in part, means the price at which it is to be redeemed
pursuant to this Indenture.

         "Registered Security" means any Security issued hereunder and
registered as to principal and interest in the Register.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 3.1, which date shall be, unless otherwise
specified pursuant to Section 3.1, the fifteenth day preceding such Interest
Payment Date, whether or not such day shall be a Business Day.

         "Responsible Officer", when used with respect to the Trustee, shall
mean any Vice President, any Assistant Vice President, any Senior Trust Officer
or Trust Officer, or any officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with a particular subject.

         "Security" or "Securities" has the meaning stated in the first recital
of this Indenture and more particularly means a Security or Securities of the
Company issued, authenticated and delivered under this Indenture.

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

         "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or in a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

                                       7
<PAGE>

         "Subsidiary" means any Person of which the Company at the time owns or
controls, directly or indirectly, more than 50% of the shares of outstanding
stock or other equity interests having general voting power under ordinary
circumstances to elect a majority of the Board of Directors, managers or
trustees, as the case may be, of such Person (irrespective of whether or not at
the time stock of any other class or classes or other equity interests of such
corporation shall have or might have voting power by reason of the happening of
any contingency).

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
effect on the date of this Indenture, except as provided in Section 8.3.

         "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to the
Securities of that series.

         "United States" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

         "U.S. Person" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, an individual citizen
or resident of the United States, a corporation created or organized in or under
the laws of the United States, any State thereof or the District of Columbia, or
a partnership, estate or trust treated as a domestic partnership, estate or
trust for United States federal income tax purposes.

         "Yield to Maturity" means the yield to maturity, calculated by the
Company at the time of issuance of a series of Securities or, if applicable, at
the most recent determination of interest on such series, in accordance with
accepted financial practice.

         (b)      The following terms shall have the meanings specified in the
Sections referred to opposite such term below:

<TABLE>
<CAPTION>
                Term                              Section
                ----                              -------
<S>                                               <C>
"Act"                                             1.4(a)
"Bankruptcy Law"                                  5.1
"Claims"                                          6.8(b)
"Component Currency"                              3.11(h)
"Conversion Date"                                 3.11(d)
"Conversion Event"                                3.11(h)
"Custodian"                                       5.1
</TABLE>

                                       8
<PAGE>

<TABLE>
<S>                                               <C>
"Defaulted Interest"                              3.7(b)
"Election Date"                                   3.11(h)
"Event of Default"                                5.1
"Exchange Rate Agent"                             3.11(h)
"Exchange Rate Officer's Certificate"             3.11(h)
"Foreign Currency"                                3.11(h)
"Market Exchange Rate"                            3.11(h)
"Register"                                        3.5
"Registrar"                                       3.5
"Valuation Date"                                  3.11(c)
</TABLE>

         Section 1.2.Compliance Certificates and Opinions. 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 is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Sections 2.3 and 9.7) 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.

         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

                                       9
<PAGE>

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 a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or 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, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations as to such matters are
erroneous.

         Any certificate or opinion of an officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such officer or counsel, as the case may be,
knows, or in the exercise of reasonable care should know, that the certificate
or opinions or representations as to such accounting 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, they may, but need not, be consolidated and
form one instrument.

         Section 1.4. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by 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 agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds,

                                       10
<PAGE>

certifying that the individual signing such instrument or writing acknowledged
to him the execution thereof. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

         (c)      The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory.

         The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (i) another such certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
(ii) such Bearer Security is produced to the Trustee by some other Person, (iii)
such Bearer Security is surrendered in exchange for a Registered Security or
(iv) such Bearer Security is no longer outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

         (d)      The ownership of Registered Securities shall be proved by the
Register.

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

         (f)      If the Company shall solicit from the Holders of any series
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, fix in advance a record date for the
determination of Holders of such series entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. 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 such series of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities of such series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the

                                       11
<PAGE>

Outstanding Securities of such series shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless taken on or prior to the applicable
Expiration Date (as defined below) by Holders of the requisite amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite amount of Outstanding Securities on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Notes in the manner set forth in
Section 1.6.

         With respect to any record date set pursuant to this Section 1.4, the
Company may designate any date as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day; provided that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the Trustee, and to each Holder of Securities of the applicable
series in the manner set forth in Section 1.6 on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to any
record date pursuant to this Section, the Company shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

         (g)      Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

         (h)      The Company and the Trustee may make reasonable rules for
action by or at a meeting of Holders.

         Section 1.5. Notices, etc., to Trustee and Company. (a) Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

                                       12
<PAGE>

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

                  (2)      the Company by the Trustee or by 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 it at American Airlines, Inc.,
         P.O. Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616,
         Attention: Treasurer, or at any other address previously furnished in
         writing to the Trustee by the Company.

         (b)      The Trustee shall promptly furnish the Company with a copy of
any report, demand, notice or written communication received by the Trustee
hereunder from, or sent or furnished by the Trustee hereunder to, any Holder.

         Section 1.6. Notice to Holders; Waiver. Where this Indenture provides
for notice to Holders of any event, (i) if any of the Securities affected by
such event are Registered Securities, such notice to the Holders thereof shall
be sufficiently given (unless otherwise herein or in the terms of such
Securities expressly provided) if in writing and mailed, first-class postage
prepaid, to each such Holder affected by such event, at its address as it
appears in the Register, within the time prescribed for the giving of such
notice and, (ii) if any of the Securities affected by such event are Bearer
Securities, notice to the Holders thereof shall be sufficiently given (unless
otherwise herein or in the terms of such Bearer Securities expressly provided)
if published once in an Authorized Newspaper in New York, New York, and in such
other city or cities, if any, as may be specified as contemplated by Section
3.1.

         In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. In any case where notice
is given to Holders by publication, neither the failure to publish such notice,
nor any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

         If by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice as provided above,
then such notification as shall be made with the approval of the Trustee (such
approval not to be unreasonably withheld) shall constitute a sufficient
notification for every purpose hereunder. If it is impossible or, in the opinion
of the Trustee, impracticable to give any

                                       13
<PAGE>

notice by publication in the manner herein required, then such publication in
lieu thereof as shall be made with the approval of the Trustee shall constitute
a sufficient publication of such notice.

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

         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 equivalent of such notice.
Waivers of notice by Holders 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.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 1.8.Successor and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successor and assigns, whether so
expressed or not.

         Any act or proceeding that is required or permitted by any provision of
this Indenture and that is authorized or required to be done or performed by any
board, committee or officer of the Company shall and may be done and performed
with like force and effect by the like board, committee or officer of any
corporation that shall at the time be the successor or assign of the Company.

         Section 1.9.Separability. In case any provision of this Indenture or
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         Section 1.10.Benefits of Indenture. Nothing in this Indenture or in the
Securities, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any Agent and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

         Section 1.11.Governing Law. THIS INDENTURE, THE SECURITIES AND ANY
COUPONS APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE. This Indenture is subject to the Trust Indenture Act
and if any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act

                                       14
<PAGE>

that is required by the Trust Indenture Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified, or to be excluded, as the case may be, whether or
not such provision of this Indenture refers expressly to such provision of the
Trust Indenture Act.

         Section 1.12.Legal Holidays. Unless otherwise provided with respect to
any Security or Securities pursuant to Section 3.1, in any case where any
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity or other payment date of any Security shall not be a
Business Day at any Place of Payment, then, notwithstanding any other provision
of this Indenture or any Security or coupon, payment of principal, premium, if
any or interest or other payments need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on such date; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity or other payment date, as the case may be.

         Section 1.13.No Recourse Against Others. No past, present or future
director, officer, employee, agent, member, manager, trustee or stockholder, as
such, of the Company, the Guarantor or any successor Person or any Affiliate of
any thereof shall have any liability for any obligations of the Company, the
Guarantor or any successor Person or any Affiliate of any thereof, either
directly or through the Company, the Guarantor or any successor Person or any
Affiliate of any thereof, under the Securities, this Indenture or any Guarantee
or for any claim based on, in respect of or by reason of such obligations or
their creation, whether by virtue of any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise. By accepting a Security, each Holder agrees to the
provisions of this Section 1.13 and waives and releases all such liability. Such
waiver and release shall be part of the consideration for the issue of the
Securities.

                                   ARTICLE II

                                 SECURITY FORMS

         Section 2.1.Forms Generally. The Securities of each series and the
coupons, if any, to be attached thereto shall be in substantially such form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any applicable law, rule or regulation or with the rules
or usage

                                       15
<PAGE>

of any securities exchange or Depositary therefor or as may, consistently
herewith, be determined by the officers executing such Securities and coupons,
if any, as evidenced by their execution of the Securities and coupons, if any.
If temporary Securities of any series are issued as permitted by Section 3.4,
the form thereof also shall be established as provided in the preceding
sentence. If the forms of Securities and coupons, if any, of any series are
established by, or by action taken pursuant to, a Board Resolution, a copy of
the Board Resolution together with an appropriate record of any such action
taken pursuant thereto, including a copy of the approved form of Securities or
coupons, if any, shall be certified by the Corporate Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the authentication
and delivery of such Securities.

         Unless otherwise specified as contemplated by Section 3.1, Bearer
Securities shall have interest coupons attached.

         The definitive Securities and coupons, if any, may be typeset, printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner or medium, all as determined by the officers executing such
Securities and coupons, if any, as evidenced by their execution of such
Securities and coupons, if any.

         Section 2.2.Form of Trustee's Certificate of Authentication. Subject to
Section 6.13, the Trustee's certificate of authentication shall be in
substantially the following form:

         This is one of the Securities of the series designated herein and
issued under the within-mentioned Indenture.

                                             WILMINGTON TRUST COMPANY,
                                             as Trustee

Dated:______________________________         By_________________________________
                                               Authorized Signatory

         Section 2.3. Securities in Global Form. If Securities of or within a
series are issuable in whole or in part in global form, any such Security may
provide that it shall represent the aggregate or specified amount of Outstanding
Securities 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 reduced or increased to reflect exchanges. Any endorsement of a 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 to the Trustee
pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3 and, if

                                       16
<PAGE>

applicable, Section 3.4, the Trustee shall deliver and redeliver 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. Any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section 1.2
hereof and need not be accompanied by an Opinion of Counsel.

         The provisions of the last paragraph of Section 3.3 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 3.3.

         Notwithstanding the provisions of Sections 2.1 and 3.7, unless
otherwise specified as contemplated by Section 3.1, payment of principal of,
premium, if any, and interest on any Security in permanent global form shall be
made to the Person or Persons specified therein.

         Section 2.4. Form of Legend for Securities in Global Form. Unless
otherwise provided with respect to any Securities of any series pursuant to
Section 3.1 or required by the Depositary, any Security of such series in global
form authenticated and delivered hereunder shall bear a legend in substantially
the following form:

                  This Security is in global form within the meaning of the
         Indenture hereinafter referred to and is registered in the name of a
         Depositary or a nominee of a Depositary. Unless and until it is
         exchanged in whole or in part for Securities in certificated form, this
         Security may not be transferred except as a whole by the Depositary to
         a nominee of the Depositary or by a nominee of the Depositary to the
         Depositary or another nominee of the Depositary or by the Depositary or
         any such nominee to a successor Depositary or a nominee of such
         successor Depositary. Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, this
         Security will be in global form, subject to the foregoing.

                                   ARTICLE III

                                 THE SECURITIES

         Section 3.1. Amount Unlimited; Issuable in Series. (a) The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued from time to time in
one or more series.

                                       17
<PAGE>

         (b)      The following matters shall be established with respect to
each series of Securities issued hereunder (i) by a Board Resolution, (ii) by
action taken pursuant to a Board Resolution and (subject to Section 3.3) set
forth, or determined in the manner provided, in an Officers' Certificate or
(iii) in one or more indentures supplemental hereto:

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

                  (2)      any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (which limit shall not pertain to Securities
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Securities of the series pursuant to
         Section 3.4, 3.5, 3.6, 8.6, or 10.7);

                  (3)      the date or dates on which the principal of and
         premium, if any, on the Securities of the series is payable or the
         method of determination and/or extension of such date or dates, and the
         amount or amounts of such principal and premium, if any, payments or
         the method of determination thereof;

                  (4)      the rate or rates at which the Securities of the
         series shall bear interest, if any, or the method of calculating and/or
         resetting such rate or rates of interest, the date or dates from which
         such interest shall accrue or the method by which such date or dates
         shall be determined, the Interest Payment Dates on which any such
         interest shall be payable and, with respect to Registered Securities,
         the Regular Record Date, if any, for the interest payable on any
         Registered Security on any Interest Payment Date;

                  (5)      the circumstances, if any, in which payments of
         principal, premium, if any, or interest on the Securities of the series
         may be deferred;

                  (6)      the place or places where the principal of, premium,
         if any, and interest, if any, on Securities of the series shall be
         payable;

                  (7)      the period or periods within which, the price or
         prices at which, the currency or currencies (including composite
         currencies or currency units) in which, and the other terms and
         conditions upon which, Securities of the series may be redeemed, in
         whole or in part, at the option of the Company and, if other than as
         provided in Section 10.3, the manner in which the particular Securities
         of such series (if less than all Securities of such series are to be
         redeemed) are to be selected for redemption;

                  (8)      the obligation, if any, of the Company to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions or

                                       18
<PAGE>

         upon the happening of a specified event or at the option of a Holder
         thereof and the period or periods within which, the price or prices at
         which, and the other terms and conditions upon which, Securities of the
         series shall be redeemed or purchased, in whole or in part, pursuant to
         such obligation;

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

                  (10)     the amount of discount, if any, with which the
         Securities of the series will be issued;

                  (11)     if other than Dollars, the currency or currencies
         (including composite currency or currencies or currency units) in which
         any principal of, premium, if any, and interest, if any, or other
         payments, if any, on the Securities of the series shall be payable, or
         in which the Securities of the series shall be denominated, and the
         particular provisions applicable thereto in accordance with, in
         addition to, or in lieu of some or all of the provisions of Section
         3.11;

                  (12)     if any payments of principal of, premium, if any, or
         interest, if any, or other payments, if any, on the Securities of the
         series are to be made, at the election of the Company or a Holder, in a
         currency or currencies (including composite currency or currencies or
         currency units) other than that in which such Securities are
         denominated or designated to be payable, the currency or currencies
         (including composite currency or currencies or currency units) in which
         such payments are to be made, the terms and conditions of such payments
         and the manner in which the exchange rate with respect to such payments
         shall be determined, and the particular provisions applicable thereto
         in accordance with, in addition to, or in lieu of some or all of the
         provisions of Section 3.11;

                  (13)     if the amount of any payments of principal of,
         premium, if any, and interest, if any, or other payments, if any, on
         the Securities of the series shall be determined with reference to an
         index, formula or other method (which index, formula or method may be
         based, without limitation, on the price of one or more commodities,
         derivatives or securities; one or more securities, derivatives or
         commodities exchange indices or other indices; a currency or currencies
         (including composite currency or currencies or currency units) other
         than that in which the Securities of the series are denominated or
         designated to be payable; or any other variable or the relationship
         between any variables or combination of variables), the index, formula
         or other method by which such amounts shall be determined;

                                       19
<PAGE>

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

                  (15)     if other than as provided in Section 3.7, the Person
         to whom any interest on any Registered Security of the series shall be
         payable and the manner in which, or the Person to whom, any interest on
         any Bearer Securities of the series shall be payable;

                  (16)     if the principal amount payable at the Maturity of
         any Securities of the series will not be determinable as of one or more
         dates prior to Maturity, the amount which shall be deemed to be the
         principal amount of such Securities as of any such date hereunder or
         thereunder, or, if other than as provided in the definition of the term
         "Outstanding", which shall be deemed to be Outstanding as of any date
         prior to the Stated Maturity (or, in any such case, the manner in which
         such amount deemed to be the principal amount shall be determined);

                  (17)     provisions, if any, granting special rights to the
         Holders of Securities of the series upon the occurrence of such events
         as may be specified;

                  (18)     any deletions from, modifications of or additions to
         the Events of Default set forth in Section 5.1 or covenants of the
         Company set forth in Article IX pertaining to the Securities of the
         series;

                  (19)     under what circumstances, if any, the Company will
         pay additional amounts on the Securities of that series held by a
         Person who is not a U.S. Person in respect of taxes or similar charges
         withheld or deducted and, if so, whether the Company will have the
         option to redeem such Securities rather than pay such additional
         amounts (and the terms of any such option);

                  (20)     whether Securities of the series shall be issuable as
         Registered Securities or Bearer Securities (with or without interest
         coupons), or both, and any restrictions applicable to the offering,
         sale or delivery of Bearer Securities and, if other than as provided in
         Section 3.5, the terms upon which Bearer Securities of a series may be
         exchanged for Registered Securities of the same series and vice versa,
         and the additions or changes, if any, to this Indenture, with respect
         to the Securities of such series as shall be necessary to permit or
         facilitate the issuance of the Securities of such series;

                  (21)     the date as of which any Bearer Securities of the
         series and any temporary global Security representing Outstanding
         Securities of the series shall

                                       20
<PAGE>

         be dated if other than the date of original issuance of the first
         Security of the series to be issued;

                  (22)     the forms of the Securities and coupons, if any, of
         the series, including if the Securities of the series will be executed
         by more than one signatory of the Company;

                  (23)     the exclusion of Section 4.4 or 4.5, or both, with
         respect to the Securities of or within the series, or the
         applicability, if any, to the Securities of or within the series of
         such means of defeasance or covenant defeasance other than those
         provided in Sections 4.4 and 4.5 as may be specified for the Securities
         and coupons, if any, of such series, and whether, for the purpose of
         any defeasance or covenant defeasance pursuant to Section 4.4 or 4.5 or
         otherwise, the term "Government Obligations" shall include obligations
         referred to in the definition of such term which are not obligations of
         the United States or an agency or instrumentality of the United States;

                  (24)     if other than the Trustee, the identity of the
         Registrar and any Paying Agent;

                  (25)     any terms which may be related to warrants issued by
         the Company in connection with, or for the purchase of, Securities of
         such series, including whether and under what circumstances the
         Securities of any series may be used toward the exercise price of any
         such warrants;

                  (26)     the designation of the initial Exchange Rate Agent,
         if any;

                  (27)     if the Securities of the series shall be issued in
         whole or in part in global form, (i) the Depositary for such global
         Securities, (ii) the form of any legend in addition to or in lieu of
         that in Section 2.4 which shall be borne by such global Securities,
         (iii) whether beneficial owners of interests in any Securities of the
         series in global form may exchange such interests for certificated
         Securities of such series and of like tenor of any authorized form and
         denomination, and (iv) if other than as provided in Section 3.5, the
         circumstances under which any such exchange may occur;

                  (28)     if Securities in temporary global form are issued,
         any special terms and conditions for payments thereon and for exchanges
         or transfers of beneficial interests therein;

                  (29)     the terms and conditions of any obligation or right
         on the part of the Company, or any option on the part of the Holders,
         to convert or exchange Securities of the series into other securities,
         cash or property of the Company or

                                       21
<PAGE>

         any other Person, and any changes to this Indenture to permit or
         facilitate such conversion or exchange;

                  (30)     if the Securities of the series will be governed by,
         and the extent to which such Securities will be governed by, any law
         other than the laws of the state of New York;

                  (31)     if (i) the Company intends to offer and sell the
         Securities of a series under any registration statement of the Company
         on Form S-3, and (ii) at such time, the Securities of such series would
         not be "investment grade securities", as defined in the SEC's
         eligibility requirements for the use of Form S-3, as rated by at least
         one nationally recognized statistical rating organization and (iii)
         under such eligibility requirements the Guarantor's guarantee of the
         obligations of the Company under the Securities of such series would be
         necessary to offer and sell Securities of such series under such
         registration statement of the Company on Form S-3, that the Guarantor
         will guarantee the obligations of the Company under the Securities of
         such series and the specific form of such Guarantee or Guarantees, any
         related modifications, amendments, supplements or deletions of any of
         the terms of this Indenture, and a statement that the Guarantor shall
         be an "obligor" as such term is defined in and solely for purposes of
         the Trust Indenture Act and shall be required to comply with those
         provisions of this Indenture compliance with which is required by an
         "obligor" under the Trust Indenture Act; and

                  (32)     any other terms of the series or any related
         Guarantee (which terms shall not be inconsistent with the provisions of
         the Trust Indenture Act, but may modify, amend, supplement or delete
         any of the terms of this Indenture with respect to such series),
         including any terms which may be required by or advisable under United
         States laws or regulations or advisable (as determined by the Company)
         in connection with the marketing of Securities of the series;

provided, that if the Guarantor will guarantee the obligations of the Company
under the Securities of a series, such matters shall be established in one or
more indenture supplements hereto to which the Company, the Guarantor and the
Trustee shall be a party.

         (c)      The terms applicable to the Securities of any one series and
coupons, if any, appertaining to any Bearer Securities of such series need not
be identical but may vary as may be provided (i) by a Board Resolution, (ii) by
action taken pursuant to a Board Resolution and (subject to Section 3.3) set
forth, or determined in the manner provided, in the related Officers'
Certificate or (iii) in an indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise

                                       22
<PAGE>

provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

         (d)      If any of the terms of the Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution shall be certified by the Corporate Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth, or providing the manner for
determining, the terms of the Securities of such series, and an appropriate
record of any action taken pursuant thereto in connection with the issuance of
any Securities of such series shall be delivered to the Trustee prior to the
authentication and delivery thereof.

         Section 3.2. Denominations. Unless otherwise provided as contemplated
by Section 3.1, any Registered Securities of a series shall be issuable in
denominations of $1,000 and any integral multiple thereof and any Bearer
Securities of a series shall be issuable in the denomination of $5,000 and any
integral multiple thereof.

         Section 3.3. Execution, Authentication, Delivery and Dating. Securities
shall be executed on behalf of the Company by the Chairman of the Board, the
Vice Chairman of the Board of Directors, the President, any Executive Vice
President, any Senior Vice President or any Vice President. The Company's seal
shall be reproduced (which may be via facsimile) on the Securities and shall be
attested by the Corporate Secretary or any Assistant Secretary. The signatures
of any of these officers on the Securities may be manual or facsimile. The
coupons, if any, of Bearer Securities shall bear the facsimile signature of the
Chairman of the Board, the Vice Chairman of the Board of Directors, the
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Treasurer or any Assistant Treasurer of the Company.

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

         At any time and from time to time, the Company may deliver Securities,
together with any coupons appertaining thereto, of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of electronic instructions from the Company or its duly
authorized agents, promptly confirmed in writing) acceptable to the Trustee as
may

                                       23
<PAGE>

be specified by or pursuant to a Company Order delivered to the Trustee
prior to the time of the first authentication of Securities of such series.

         If the form or terms of the Securities of a series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to section 315(a) through
(d) of the Trust Indenture Act) shall be fully protected in relying upon, an
Opinion of Counsel substantially to the effect that,

                  (1)      if the forms of such Securities and any coupons have
         been established by or pursuant to a Board Resolution as permitted by
         Section 2.1, such forms have been established in conformity with the
         provisions of this Indenture;

                  (2)      if the terms of such Securities and any coupons have
         been established by or pursuant to a Board Resolution as permitted by
         Section 3.1, such terms have been, or in the case of Securities of a
         series offered in a Periodic Offering, will be, established in
         conformity with the provisions of this Indenture, subject in the case
         of Securities offered in a Periodic Offering, to any conditions
         specified in such Opinion of Counsel; and

                  (3)      such Securities together with any coupons
         appertaining thereto, when 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 legal, valid and
         binding obligations of the Company, enforceable in accordance with
         their terms, subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and other similar laws of general
         applicability relating to or affecting the enforcement of creditors'
         rights and to general equity principles and except as may be further
         limited by or subject to certain exceptions and qualifications
         specified in such Opinion of Counsel, including in the case of any
         Securities denominated in a Foreign Currency, (A) requirements that a
         claim with respect to any Securities denominated other than in Dollars
         (or a foreign currency or foreign composite currency or currency unit
         judgment in respect of such claim) be converted into Dollars at a rate
         of exchange prevailing on a date determined pursuant to applicable law
         or (B) governmental authority to limit, delay or prohibit the making of
         payments in foreign currency or currency units or payments outside the
         United States.

         Notwithstanding that such form or terms have been so established, the
Trustee shall have the right but not the obligation to decline to authenticate
such Securities if, in the written opinion of counsel to the Trustee (which
counsel may be an employee of the Trustee) reasonably acceptable to the Company,
the issue of such Securities pursuant to this Indenture will adversely affect
the Trustee's own rights, duties or immunities under

                                       24
<PAGE>

this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee. Notwithstanding the generality of the foregoing, the Trustee will
not be required to authenticate Securities denominated in a Foreign Currency if
the Trustee reasonably believes that it would be unable to perform its duties
with respect to such Securities.

         Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all of the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to the two preceding paragraphs in connection with
the authentication of each Security of such series if such documents, with
appropriate modifications to cover such future issuances, are delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

         With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

         If the Company shall establish pursuant to Section 3.1 that the
Securities of a series are to be issued in whole or in part in global form,
then, unless otherwise provided with respect to such Securities pursuant to
Section 3.1, the Company shall execute and the Trustee shall, in accordance with
this Section and the Company Order with respect to such series, authenticate and
deliver one or more Securities in global form that (i) shall represent and shall
be denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the Depositary for such Security or Securities in global form or
the nominee of such Depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instruction and (iv) shall bear the
legend set forth in Section 2.4.

         Unless otherwise established pursuant to Section 3.1, each Depositary
designated pursuant to Section 3.1 for a Registered Security in global form
must, at the time of its designation and at all times while it serves as
Depositary, be a clearing agency registered under the Securities Exchange Act of
1934 and any other applicable statute or regulation. Neither the Company nor the
Trustee shall have any responsibility to determine if the Depositary is so
registered.

         Each Depositary shall enter into an agreement with the Trustee
governing the respective duties and rights of such Depositary and the Trustee
with regard to Securities issued in global form.

                                       25
<PAGE>

         Each Registered Security shall be dated the date of its authentication
and each Bearer Security shall be dated as of the date specified as contemplated
by Section 3.1.

         No Security or coupon appertaining thereto shall be entitled to any
benefits under this Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of one of the authorized signatories of
the Trustee or an Authenticating Agent and no coupon shall be valid until the
Security to which it appertains has been so authenticated. Such signature upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered under this Indenture and is
entitled to the benefits of this Indenture. Except as permitted by Section 3.6
or 3.7, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled.

         Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

         Section 3.4. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute and, upon Company
Order, the Trustee shall authenticate and deliver temporary Securities of such
series which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor and form,
with or without coupons, of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities and coupons, if
any. In the case of Securities of any series, all or a portion of such temporary
Securities may be in global form.

         Except in the case of temporary Securities in global form, each of
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company pursuant to Section 9.2 in a Place of Payment for such series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured coupons
appertaining

                                       26
<PAGE>

thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
the same series of authorized denominations and of like tenor; provided,
however, that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided, further, that no definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security unless
the Trustee shall have received from the person entitled to receive the
definitive Bearer Security a certificate substantially in the form approved in
or pursuant to the Board Resolutions relating thereto and such delivery shall
occur only outside the United States. 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 except as otherwise
specified as contemplated by Section 3.1.

         Section 3.5. Registration, Transfer and Exchange. The Company shall
cause to be kept at the Corporate Trust Office of the Trustee or in any office
or agency to be maintained by the Company in accordance with Section 9.2 in a
Place of Payment or in such other place or medium as may be specified pursuant
to Section 3.1 a register (the "Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Registered Securities and the registration of transfers of Registered
Securities. The Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. Unless otherwise
provided as contemplated by Section 3.1, the Trustee is hereby appointed
"Registrar" for the purpose of registering Registered Securities and transfers
of Registered Securities as herein provided.

         Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency maintained pursuant to Section 9.2 in a
Place of Payment for that series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount.

         Unless otherwise provided with respect to any Securities pursuant to
Section 3.1, Bearer Securities (except for any temporary global Bearer
Securities) or any coupons appertaining thereto (except for coupons attached to
any temporary global Bearer Security) shall be transferable by delivery.

         Unless otherwise provided as contemplated by Section 3.1, at the option
of the Holder, Registered Securities of any series (except a Registered Security
in global form) may be exchanged for other Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
containing identical terms and provisions, upon surrender of the Registered
Securities to be exchanged at such office or agency. Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered

                                       27
<PAGE>

Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified as contemplated by Section 3.1, Bearer Securities may not be
issued in exchange for Registered Securities.

         Unless otherwise specified as contemplated by Section 3.1, at the
option of the Holder, Bearer Securities of such series may be exchanged for
Registered Securities (if the Securities of such series are issuable in
registered form) or Bearer Securities (if Bearer Securities of such series are
issuable in more than one denomination and such exchanges are permitted by such
series) of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and the
Trustee in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 9.2, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case any Bearer Security of any series is surrendered at any such
office or agency in exchange for a Registered Security of the same series after
the close of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date of payment, as the case may be
(or, if such coupon is so surrendered with such Bearer Security, such coupon
shall be returned to the person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon, when due in accordance
with the provisions of this Indenture.

         Unless otherwise specified pursuant to Section 3.1 with respect to a
series of Securities or as otherwise provided below in this Section 3.5, owners
of beneficial interests in Securities of such series represented by a Security
issued in global form will not be entitled to have Securities of such series
registered in their names, will not receive or be entitled to receive physical
delivery of Securities of such series in certificated form

                                       28
<PAGE>

and will not be considered the Holders or owners thereof for any purposes
hereunder. Notwithstanding any other provision of this Section, unless and until
it is exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred or exchanged except
as a whole by the Depositary for such series to a nominee of such Depositary or
by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

         If at any time the Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series notifies the Company that it shall no longer be eligible under
Section 3.3, the Company shall appoint a successor Depositary with respect to
the Securities of such series. Unless otherwise provided as contemplated by
Section 3.1, if a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 3.1(b) (25) shall no longer be effective with respect to the Securities
of such series and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of certificated Securities of
such series of like tenor, shall authenticate and deliver, Securities of such
series of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form.

         The Company may at any time in its sole discretion determine that
Securities of a series issued in global form shall no longer be represented by
such a Security or Securities in global form. In such event the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

         If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

                  (i)      to each Person specified by such Depositary a new
         certificated Security or Securities of the same series of like tenor,
         of any authorized

                                       29
<PAGE>

         denomination as requested by such Person in aggregate principal amount
         equal to and in exchange for such Person's beneficial interest in the
         Security in global form; and

                  (ii)     to such Depositary a new Security in global form of
         like tenor in a denomination equal to the difference, if any, between
         the principal amount of the surrendered Security in global form and the
         aggregate principal amount of certificated Securities delivered to
         Holders thereof.

         Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be cancelled by the
Trustee. Unless expressly provided with respect to the Securities of any series
that such Security may be exchanged for Bearer Securities, Securities in
certificated form issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

         Whenever any Securities are 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.

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

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

         Unless otherwise provided as contemplated by Section 3.1, no service
charge shall be made for any registration of transfer or for any exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4 or 10.7 not involving any transfer.

         Unless otherwise provided as contemplated by Section 3.1, the Company
shall not be required (i) to issue, register the transfer of, or exchange any
Securities for a period

                                       30
<PAGE>

beginning at the opening of business 15 days before any selection for redemption
of Securities of like tenor and of the series of which such Security is a part
and ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holders of Securities
of like tenor and of such series to be redeemed; (ii) to register the transfer
of or exchange any Registered Security so selected for redemption, in whole or
in part, except the unredeemed portion of any Security being redeemed in part;
or (iii) to exchange any Bearer Security so selected for redemption, except that
such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption.

         Section 3.6. Replacement Securities. If a mutilated Security or a
Security with a mutilated coupon appertaining to it is surrendered to the
Trustee, together with, in proper cases, such security or indemnity as may be
required by the Company or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver a
replacement Registered Security, if such surrendered Security was a Registered
Security, or a replacement Bearer Security with coupons corresponding to the
coupons appertaining to the surrendered Security, if such surrendered Security
was a Bearer Security, of the same series and date of maturity, if the Trustee's
requirements are met.

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

         In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security or coupon, pay such Security
or coupon; provided, however, that payment of principal of and any premium or
interest on Bearer Securities shall, except as otherwise provided in Section
9.2, be payable only at an office or agency

                                       31
<PAGE>

located outside the United States and, unless otherwise specified as
contemplated by Section 3.1, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the coupons appertaining thereto.

         Upon the issuance of any new Security under this Section, 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, its agents and
counsel) connected therewith.

         Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupon, if any, or the destroyed, lost or stolen coupon, shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

         Unless otherwise provided as contemplated by Section 3.1, the
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or coupons.

         Section 3.7. Payment of Interest; Interest Rights Preserved. (a) Unless
otherwise provided as contemplated by Section 3.1, interest, if any, on any
Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency
maintained for such purpose pursuant to 9.2; provided, however, that at the
option of the Company, interest on any series of Registered Securities that bear
interest may be paid (i) by check mailed to the address of the Person entitled
thereto as it shall appear on the Register of Holders of Securities of such
series or (ii) by wire transfer to an account maintained by the Person entitled
thereto as specified in the Register of Holders of Securities of such series.

         Unless otherwise provided as contemplated by Section 3.1, (A) (i)
interest, if any, on Bearer Securities shall be paid only against presentation
and surrender of the coupons for such interest installments as are evidenced
thereby as they mature and (ii) principal, original issue discount, if any, and
premium, if any, on Bearer Securities shall be paid only against presentation
and surrender of such Securities; in either case at the office of a Paying Agent
located outside the United States, unless the Company shall have otherwise
instructed the Trustee in writing, provided that any such instruction for
payment in the United States does not cause any Bearer Security to be treated as
a "registration-required

                                       32
<PAGE>

obligation" under United States laws and regulations; (B) the interest, if any,
on any temporary Bearer Security shall be paid, as to any installment of
interest evidenced by a coupon attached thereto only upon presentation and
surrender of such coupon as provided in clause (A) above and, as to other
installments of interest, only upon presentation of such Security for notation
thereon of the payment of such interest; and (C) if at the time a payment of
principal of, premium, if any, or interest, if any, on a Bearer Security or
coupon shall become due, the payment of the full amount so payable at the office
or offices of all the Paying Agents outside the United States is illegal or
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment of such amount in Dollars, then the Company
may instruct the Trustee to make such payment at a Paying Agent located in the
United States, provided that provision for such payment in the United States
would not cause such Bearer Security to be treated as a "registration-required
obligation" under United States laws and regulations.

         (b)      Unless otherwise provided as contemplated by Section 3.1, any
interest on any Registered Security of any series which is payable, but is not
punctually paid or duly provided for, on any interest payment date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
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 Persons in whose names such Registered
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on a Special Record Date for
         the payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall 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 prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this clause (1)
         provided. Thereupon the Trustee shall fix a Special Record Date for the
         payment of such Defaulted Interest which shall be not more than 15 days
         and not less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment. The Trustee shall promptly notify the Company of
         such Special Record Date and, in the name and at the expense of the
         Company, shall cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed, first-class
         postage prepaid, to each Holder of such Registered Securities of such
         series at his address as it appears in the Register, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the

                                       33
<PAGE>

         Persons in whose names such Registered Securities of such series (or
         their respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

                  (2)      The Company may make payment of any Defaulted
         Interest to the Persons in whose names such Registered Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on a specified date in any other lawful manner
         not inconsistent with the requirements of any securities exchange on
         which such Registered Securities 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 (2),
         such manner of payment shall be deemed practicable by the Trustee.

         (c)      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 any
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.7) interest and any other payments on such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security shall
be overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Bearer Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Bearer Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other

                                       34
<PAGE>

authorization furnished by any Depositary (or its nominee), as a Holder, with
respect to such Security in global form or impair, as between such Depositary
and owners of beneficial interests in such Security in global form, the
operation of customary practices governing the exercise of the rights of such
Depositary (or its nominee) as Holder of such Security in global form.

         Unless otherwise provided with respect to any Securities pursuant to
Section 3.1, the Company, the Guarantor, any other obligor upon any Securities
and any Affiliate of any thereof may acquire, tender for, purchase, own, hold,
become the pledgee of and otherwise deal with any Securities.

         Section 3.9. Cancellation. The Company at any time may deliver
Securities and coupons to the Trustee for cancellation. The Registrar and any
Paying Agent shall forward to the Trustee any Securities and coupons surrendered
to them for replacement, for registration of transfer, or for exchange or
payment. The Trustee shall cancel all Securities and coupons surrendered for
replacement, for registration of transfer, or for exchange, payment, redemption
or cancellation and shall dispose of such cancelled Securities in its customary
manner. The Company may not issue new Securities to replace Securities that it
has paid or delivered to the Trustee for cancellation.

         Section 3.10. Computation of Interest. Except as otherwise specified as
contemplated by Section 3.1, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

         Section 3.11. Currency and Manner of Payment in Respect of Securities.
(a) Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, with respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, and with respect to
Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of, premium, if any, interest, if any, and other
amounts, if any, on any Registered Security or Bearer Security of such series
will be made in the currency or currencies or currency unit or units in which
such Registered Security or Bearer Security, as the case may be, is payable. The
provisions of this Section 3.11, including, without limitation, any defined
terms specified herein, may be modified or superseded in whole or in part
pursuant to Section 3.1 with respect to any Securities.

         (b)      It may be provided pursuant to Section 3.1, with respect to
Registered Securities of any series, that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of, premium,
if any, or interest, if any, on such Registered Securities in any of the
currencies or currency units which may be designated for such election by
delivering to the Trustee (or the applicable Paying Agent) a written election
with signature guarantees and in the applicable form established

                                       35
<PAGE>

pursuant to Section 3.1, not later than the close of business on the Election
Date immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such currency or currency unit, such election will
remain in effect for such Holder or any transferee of such Holder until changed
by such Holder or such transferee by written notice to the Trustee (or any
applicable Paying Agent) for such series of Registered Securities (but any such
change must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date, and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article IV or with respect to which a
notice of redemption has been given by or on behalf of the Company). Any Holder
of any such Registered Security who shall not have delivered any such election
to the Trustee (or any applicable Paying Agent) not later than the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant currency or currency unit as provided in
Section 3.11(a). The Trustee (or the applicable Paying Agent) shall notify the
Company and the Exchange Rate Agent as soon as practicable after the Election
Date of the aggregate principal amount of Registered Securities for which
Holders have made such written election.

         (c)      If the election referred to in paragraph (b) above has been
provided for with respect to any Registered Securities of a series pursuant to
Section 3.1, then, unless otherwise specified pursuant to Section 3.1 with
respect to any such Registered Securities, not later than the fourth Business
Day after the Election Date for each payment date for such Registered
Securities, the Exchange Rate Agent will deliver to the Company a written notice
specifying, in the currency or currencies or currency unit or units in which
Registered Securities of such series are payable, the respective aggregate
amounts of principal of, premium, if any, and interest, if any, on such
Registered Securities to be paid on such payment date, and specifying the
amounts in such currency or currencies or currency unit or units so payable in
respect of such Registered Securities as to which the Holders of Registered
Securities denominated in any currency or currencies or currency unit or units
shall have elected to be paid in another currency or currency unit as provided
in paragraph (b) above. If the election referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, and if at least one Holder has made such election, then, unless
otherwise specified pursuant to Section 3.1, on the second Business Day
preceding such payment date the Company will deliver to the Trustee (or the
applicable Paying Agent) an Exchange Rate Officers' Certificate in respect of
the Dollar, Foreign Currency or Currencies or other currency unit payments to be
made on such payment date. Unless otherwise specified pursuant to Section 3.1,
the Dollar, Foreign Currency or Currencies or other currency unit amount
receivable by Holders of Registered Securities who have elected payment in a
currency or currency unit as provided in paragraph (b) above shall be determined
by the Company on the basis of the applicable Market Exchange Rate in

                                       36
<PAGE>

effect on the second Business Day (the "Valuation Date") immediately preceding
each payment date, and such determination shall be conclusive and binding for
all purposes, absent manifest error.

         (d)      If a Conversion Event occurs with respect to a Foreign
Currency or any other currency unit in which any of the Securities are
denominated or payable otherwise than pursuant to an election provided for
pursuant to paragraph (b) above, then, unless otherwise specified pursuant to
Section 3.1, with respect to each date for the payment of principal of, premium,
if any, and interest, if any, on the applicable Securities denominated or
payable in such Foreign Currency or such other currency unit occurring after the
last date on which such Foreign Currency or such other currency unit was used
(the "Conversion Date"), the Dollar shall be the currency of payment for use on
each such payment date (but such Foreign Currency or such other currency unit
that was previously the currency of payment shall, at the Company's election,
resume being the currency of payment on the first such payment date preceded by
15 Business Days during which the circumstances which gave rise to the Dollar
becoming such currency of payment no longer prevail). Unless otherwise specified
pursuant to Section 3.1, the Dollar amount to be paid by the Company to the
Trustee or any applicable Paying Agent and by the Trustee or any applicable
Paying Agent to the Holders of such Securities with respect to such payment date
shall be, in the case of a Foreign Currency other than a currency unit, the
Dollar Equivalent of the Foreign Currency or, in the case of a Foreign Currency
that is a currency unit, the Dollar Equivalent of the Currency Unit, in each
case as determined by the Exchange Rate Agent in the manner provided in
paragraph (f) or (g) below.

         (e)      Unless otherwise specified pursuant to Section 3.1, if the
Holder of a Registered Security denominated in any currency or currency unit
shall have elected to be paid in another currency or currency unit or in other
currencies as provided in paragraph (b) above, and (i) a Conversion Event occurs
with respect to any such elected currency or currency unit, such Holder shall
receive payment in the currency or currency unit in which payment would have
been made in the absence of such election and (ii) if a Conversion Event occurs
with respect to the currency or currency unit in which payment would have been
made in the absence of such election, such Holder shall receive payment in
Dollars as provided in paragraph (d) of this Section 3.11 (but, subject to any
contravening valid election pursuant to paragraph (b) above, the elected payment
currency or currency unit, in the case of the circumstances described in clause
(i) above, or the payment currency or currency unit in the absence of such
election, in the case of the circumstances described in clause (ii) above,
shall, at the Company's election, resume being the currency or currency unit of
payment with respect to Holders who have so elected, but only with respect to
payments on payment dates preceded by 15 Business Days during which the
circumstances which gave rise to such currency or currency unit, in the case of
the circumstances described in clause (i) above, or the Dollar, in the case of

                                       37
<PAGE>

the circumstances described in clause (ii) above, becoming the currency or
currency unit, as applicable, of payment, no longer prevail).

         (f)      The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by the Exchange Rate Agent by converting the specified Foreign
Currency into Dollars at the Market Exchange Rate on the Conversion Date.

         (g)      The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and, subject to the provisions of
paragraph (h) below, shall be the sum of each amount obtained by converting the
Specified Amount of each Component Currency (as each such term is defined in
paragraph (h) below) into Dollars at the Market Exchange Rate for such Component
Currency on the Valuation Date with respect to each payment.

         (h)      For purposes of this Section 3.11, the following terms shall
have the following meanings:

         A "Component Currency" shall mean any currency which, on the Conversion
Date, was a component currency of the relevant currency unit.

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

         "Election Date" shall mean the Regular Record Date for the applicable
series of Registered Securities as specified pursuant to Section 3.1 by which
the written election referred to in Section 3.11(b) may be made.

         "Euro" means the lawful currency of the participating member states of
the European Union that adopt a single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union
signed February 7, 1992.

         "Exchange Rate Agent", when used with respect to Securities of or
within any series, shall mean, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, a New York Clearing House bank designated
pursuant to Section 3.1 or Section 3.12.

         "Exchange Rate Officer's Certificate" shall mean a certificate setting
forth (i) the applicable Market Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if
any) and interest, if any (on an

                                       38
<PAGE>

aggregate basis and on the basis of a Security having the lowest denomination
principal amount in the relevant currency or currency unit), payable with
respect to a Security of any series on the basis of such Market Exchange Rate or
the applicable bid quotation, signed by the Chairman of the Board, the Vice
Chairman of the Board of Directors, the President, the Chief Financial Officer,
any Executive Vice President, any Senior Vice President, any Vice President, the
Treasurer or any Assistant Treasurer of the Company.

         "Foreign Currency" shall mean any currency issued by the government or
governments of one or more countries other than the United States or by any
recognized confederation or association of such governments and shall include
the Euro.

         "Market Exchange Rate" shall mean, unless otherwise specified with
respect to any Securities pursuant to Section 3.1, as of any date of
determination, (i) for any conversion involving a currency unit on the one hand
and Dollars or any Foreign Currency on the other, the exchange rate between the
relevant currency unit and Dollars or such Foreign Currency calculated by the
method specified pursuant to Section 3.1 for the Securities of the relevant
series, (ii) for any conversion of Dollars into any Foreign Currency, the noon
buying rate for such Foreign Currency for cable transfers quoted in New York
City as certified for customs purposes by the Federal Reserve Bank of New York
and (iii) for any conversion of one Foreign Currency into Dollars or another
Foreign Currency, the spot rate at noon local time in the relevant market at
which, in accordance with normal banking procedures, the Dollars or Foreign
Currency into which conversion is being made could be purchased with the Foreign
Currency from which conversion is being made from major banks located in New
York City, London or any other principal market for Dollars or such purchased
Foreign Currency, in each case determined by the Exchange Rate Agent. Unless
otherwise specified with respect to any Securities pursuant to Section 3.1, in
the event of the unavailability of any of the exchange rates provided for in the
foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its
sole discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal market
for such currency or currency unit in question (which may include any such bank
acting as Trustee under this Indenture), or such other quotations as the
Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the
Exchange Rate Agent, if there is more than one market for dealing in any
currency or currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency or currency unit
shall be that upon which a nonresident issuer of securities designated in such
currency or currency unit would purchase such currency or currency unit in order
to make payments in respect of such securities.

         A "Specified Amount" of a Component Currency shall mean the number of
units of such Component Currency or fractions thereof which such Component
Currency represented in the relevant currency unit on the Conversion Date. If
after the Conversion

                                       39
<PAGE>

Date the official unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such Component Currency
shall be divided or multiplied in the same proportion. If after the Conversion
Date two or more Component Currencies are consolidated into a single currency,
the respective Specified Amounts of such Component Currencies shall be replaced
by an amount in such single currency equal to the sum of the respective
Specified Amounts of such consolidated Component Currencies expressed in such
single currency, and such amount shall thereafter be a Specified Amount and such
single currency shall thereafter be a Component Currency. If after the
Conversion Date any Component Currency shall be divided into two or more
currencies, the Specified Amount of such Component Currency shall be replaced by
specified amounts of such two or more currencies, the sum of which, at the
Market Exchange Rate of such two or more currencies on the date of such
replacement, shall be equal to the Specified Amount of such former Component
Currency and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the Conversion
Date of the relevant currency unit, a Conversion Event (other than any event
referred to above in this definition of "Specified Amount") occurs with respect
to any Component Currency of such currency unit and is continuing on the
applicable Valuation Date, the Specified Amount of such Component Currency
shall, for purposes of calculating the Dollar Equivalent of the Currency Unit,
be converted into Dollars at the Market Exchange Rate in effect on the
Conversion Date of such Component Currency.

         All decisions and determinations of the Exchange Rate Agent regarding
the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the
Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as
specified above shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee (and any applicable Paying Agent) and all Holders of
Securities denominated or payable in the relevant currency, currencies or
currency units. The Exchange Rate Agent shall promptly give written notice to
the Company and the Trustee of any such decision or determination.

         In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will promptly give written notice thereof to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent (and the Trustee (or such Paying
Agent) will promptly thereafter give notice in the manner provided in Section
1.6 to the affected Holders) specifying the Conversion Date. In the event the
Company so determines that a Conversion Event has occurred with respect to any
currency unit in which Securities are denominated or payable, the Company will
promptly give written notice thereof to the Trustee (or any applicable Paying
Agent) and to the Exchange Rate Agent (and the Trustee (or such Paying Agent)
will promptly thereafter give notice in the manner provided in Section 1.6 to
the affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith

                                       40
<PAGE>

that any subsequent change in any Component Currency as set forth in the
definition of Specified Amount above has occurred, the Company will similarly
give written notice to the Trustee (or any applicable Paying Agent) and to the
Exchange Rate Agent.

         The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

         Section 3.12. Appointment and Resignation of Exchange Rate Agent. (a)
Unless otherwise specified pursuant to Section 3.1, if and so long as the
Securities of any series (i) are denominated in a currency or currency unit
other than Dollars or (ii) may be payable in a currency or currency unit other
than Dollars, or so long as it is required under any other provision of this
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one Exchange Rate Agent. The Company
will cause the Exchange Rate Agent to make the necessary foreign exchange
determinations at the time and in the manner specified pursuant to Section 3.11
for the purpose of determining the applicable rate of exchange and, if
applicable, for the purpose of converting the issued currency or currencies or
currency unit or units into the applicable payment currency or currency unit for
the payment of principal, premium, if any, and interest, if any, pursuant to
Section 3.11.

         (b) No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

         (c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company shall promptly appoint a successor Exchange Rate Agent or Exchange
Rate Agents with respect to the Securities of that or those series (it being
understood that any such successor Exchange Rate Agent may be appointed with
respect to the Securities of one or more or all of such series and that, unless
otherwise specified pursuant to Section 3.1, at any time there shall only be one
Exchange Rate Agent with respect to the Securities of any particular series that
are originally issued by the Company on the same date and that are initially
denominated and/or payable in the same currency or currencies or currency unit
or units).

         Section 3.13. CUSIP Numbers. The Company in issuing Securities may use
"CUSIP" numbers (if then generally in use), and if so, the Trustee may use the
CUSIP numbers in notices of redemption or exchange as a convenience to Holders;
provided,

                                       41
<PAGE>
however, that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed in the notice or on the
Securities, that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption or exchange shall not be
affected by any defect or omission of such CUSIP numbers. The Company will
promptly notify the Trustee of any change in CUSIP numbers known to an Officer
of the Company.

                                   ARTICLE IV

                     SATISFACTION, DISCHARGE AND DEFEASANCE

         Section 4.1. Termination of Company's Obligations Under the Indenture.
(a) This Indenture shall upon Company Request cease to be of further effect with
respect to Securities of or within any series and any coupons appertaining
thereto (except as to any surviving rights of registration of transfer or
exchange of such Securities and replacement of such Securities which may have
been lost, stolen or mutilated as herein expressly provided for) and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any coupons appertaining thereto when

                  (1)      either

                           (A)      all such Securities previously authenticated
                  and delivered and all coupons appertaining thereto (other than
                  (i) such coupons appertaining to Bearer Securities surrendered
                  in exchange for Registered Securities and maturing after such
                  exchange, surrender of which is not required or has been
                  waived as provided in Section 3.5, (ii) such Securities and
                  coupons which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 3.6, (iii)
                  such coupons appertaining to Bearer Securities called for
                  redemption and maturing after the relevant Redemption Date,
                  surrender of which has been waived as provided in Section 10.6
                  and (iv) such Securities and coupons for whose payment money
                  has theretofore been deposited in trust or segregated and held
                  in trust by the Company and thereafter repaid to the Company
                  or discharged from such trust, as provided in Section 9.3)
                  have been delivered to the Trustee for cancellation; or

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

                                    (i)      have become due and payable, or

                                       42

<PAGE>

                                    (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 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
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust for the purpose an amount in
                  the currency or currencies or currency unit or units in which
                  the Securities of such series are payable, or Government
                  Obligations or a combination thereof, sufficient to pay and
                  discharge the entire indebtedness on such Securities and such
                  coupons not theretofore delivered to the Trustee for
                  cancellation, for principal, premium, if any, and interest,
                  with respect thereto, to the date of such deposit (in the case
                  of Securities which have become due and payable) or to the
                  Stated Maturity or Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the obligation
of the Company to the Trustee and any predecessor Trustee under Section 6.8, the
obligations of the Company to any Authenticating Agent under Section 6.13 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 9.3 shall survive such satisfaction and discharge.

         Section 4.2. Application of Trust Funds. Subject to the provisions of
the last paragraph of Section 9.3, all money deposited with the Trustee pursuant
to Section 4.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, if any, and any interest for whose payment such money
has been deposited with or received by the

                                       43

<PAGE>

Trustee, but such money need not be segregated from other funds except to the
extent required by law.

         Section 4.3. Applicability of Defeasance Provisions; Company's Option
to Effect Defeasance or Covenant Defeasance. Unless pursuant to Section 3.1
provision is made to exclude with respect to the Securities of a particular
series either or both of (i) defeasance of the Securities of or within such
series under Section 4.4 or (ii) covenant defeasance of the Securities of or
within such series under Section 4.5, then the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 4.6
through 4.9 inclusive, with such modifications thereto as may be specified
pursuant to Section 3.1 with respect to any Securities of such series, shall be
applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option, at any time, with respect to such Securities and any
coupons appertaining thereto, elect to have Section 4.4 (if applicable) or
Section 4.5 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining thereto upon compliance with the conditions set forth below
in this Article.

         Section 4.4. Defeasance and Discharge. Upon the Company's exercise of
the option specified in Section 4.3 applicable to this Section with respect to
the Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 4.6 are
satisfied (hereinafter "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and any coupons appertaining
thereto, which Securities and coupons appertaining thereto shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 4.7 and the other
Sections of this Indenture referred to in clause (ii) of this Section, and to
have satisfied all its other obligations under such Securities and any coupons
appertaining thereto and this Indenture insofar as such Securities and any
coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall on Company Order execute proper instruments acknowledging the
same), except the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Securities and any
coupons appertaining thereto to receive, solely from the trust funds described
in Section 4.6(a) and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest, if any, on such
Securities or any coupons appertaining thereto when such payments are due; (ii)
the Company's obligations with respect to such Securities under Sections 3.5,
3.6, 9.2 and 9.3 and with respect to the payment of additional amounts, if any,
payable with respect to such Securities as specified pursuant to Section 3.1(b)
(17); (iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder; and (iv) this Article IV. Subject to compliance with this Article IV,
the Company may exercise its option under this Section notwithstanding the prior
exercise of its option under Section 4.5 with respect to such Securities and any

                                       44

<PAGE>

coupons appertaining thereto. Following a defeasance, payment of such Securities
may not be accelerated because of a Default or an Event of Default.

         Section 4.5. Covenant Defeasance. Upon the Company's exercise of the
option specified in Section 4.3 applicable to this Section with respect to any
Securities of or within a series, the Company shall be released from its
obligations under Sections 7.1, 9.4 and 9.5, and, if specified pursuant to
Section 3.1, its obligations under any other covenant, with respect to such
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 4.6 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 7.1, 9.4 and 9.5, or such other 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
Securities and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 5.1(3) or 5.1(6) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.

         Section 4.6. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of Section 4.4 or Section 4.5
to any Securities of or within a series and any coupons appertaining thereto:

                  (a)      The Company shall have deposited or caused to be
         deposited irrevocably with the Trustee (or another trustee satisfying
         the requirements of Section 6.11 who shall agree to comply with, and
         shall be entitled to the benefits of, the provisions of Sections 4.3
         through 4.9 inclusive and the last paragraph of Section 9.3 applicable
         to the Trustee, for purposes of such Sections also a "Trustee") as
         trust funds in trust for the purpose of making the payments referred to
         in clauses (x) and (y) of this Section 4.6(a), specifically pledged as
         security for, and dedicated solely to, the benefit of the Holders of
         such Securities and any coupons appertaining thereto, with instructions
         to the Trustee as to the application thereof, (A) money in an amount
         (in such currency, currencies or currency unit or units in which such
         Securities and any coupons appertaining thereto are then specified as
         payable at Maturity), or (B) if Securities of such series are not
         subject to repayment at the option of Holders, Government Obligations
         which through the payment of interest and principal in respect thereof
         in accordance with their terms

                                       45

<PAGE>

         will provide, not later than one day before the due date of any payment
         referred to in clause (x) or (y) of this Section 4.6(a), money in an
         amount or (C) a combination thereof in an amount, sufficient, in the
         opinion of a nationally recognized independent accounting or investment
         banking firm expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee to pay and discharge, (x) the principal of, premium, if any,
         and interest, if any, on such Securities and any coupons appertaining
         thereto on the Maturity of such principal or installment of principal
         or interest and (y) any mandatory sinking fund payments applicable to
         such Securities on the day on which such payments are due and payable
         in accordance with the terms of this Indenture and such Securities and
         any coupons appertaining thereto. Before such a deposit the Company may
         make arrangements satisfactory to the Trustee for the redemption of
         Securities at a future date or dates in accordance with Article X which
         shall be given effect in applying the foregoing.

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

                  (c)      In the case of an election under Section 4.4, no
         Default or Event of Default under Section 5.1(4) or 5.1(5) with respect
         to such Securities and any coupons appertaining thereto shall have
         occurred and be continuing during the period commencing on the date of
         such deposit and ending on the 91st day after such date (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 Section 4.4, the
         Company shall have delivered to the Trustee an Officers' Certificate
         and an Opinion of Counsel to the effect that (i) the Company has
         received from, or there has been published by, the Internal Revenue
         Service a ruling, or (ii) since the date of execution of this
         Indenture, there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such opinion
         shall confirm that, the Holders of such Securities and any coupons
         appertaining thereto will not recognize income, gain or loss for
         Federal income tax purposes as a result of such defeasance and will be
         subject to Federal income tax on the same amounts and in the same
         manner and at the same times, as would have been the case if such
         deposit, defeasance and discharge had not occurred.

                  (e)      In the case of an election under Section 4.5, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of such Securities and any coupons
         appertaining thereto will not recognize income, gain or loss for
         Federal income tax purposes as a result of such covenant

                                       46

<PAGE>

         defeasance and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred.

                  (f)      The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance under Section 4.4 or the
         covenant defeasance under Section 4.5 (as the case may be) have been
         complied with and an Opinion of Counsel to the effect that either (i)
         as a result of a deposit pursuant to subsection (a) above and the
         related exercise of the Company's option under Section 4.4 or Section
         4.5 (as the case may be), registration is not required under the
         Investment Company Act of 1940, as amended, by the Company, with
         respect to the trust funds representing such deposit or by the trustee
         for such trust funds or (ii) all necessary registrations under said act
         have been effected.

                  (g)      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 as contemplated by Section 3.1.

         Section 4.7. Deposited Money and Government Obligations To Be Held in
Trust. Subject to the provisions of the last paragraph of Section 9.3, 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 4.6 in respect of any Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

         Unless otherwise specified with respect to any Security pursuant to
Section 3.1, if, after a deposit referred to in Section 4.6(a) has been made,
(i) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 3.11(b) or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 4.6(a) has been made in respect of such
Security, or (ii) a Conversion Event occurs as contemplated in Section 3.11(d)
or 3.11(e) or by the terms of any Security in respect of which the deposit
pursuant to Section 4.6(a) has been made, the indebtedness represented by such
Security and any coupons appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of,
premium, if any, and

                                       47

<PAGE>

interest, if any, on such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible) at
the time of the Conversion Event.

         Section 4.8. Repayment to Company. The Trustee (and any Paying Agent)
shall promptly pay to the Company upon Company Request any excess money or
securities held by them at any time.

         Section 4.9. Indemnity for Government Obligations. The Company shall
pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against Government Obligations deposited pursuant to this
Article or the principal and interest received on such Government Obligations,
other than any such tax, fee or other charge that by law is for the account of
the Holders of the Securities subject to defeasance or covenant defeasance
pursuant to this Article.

                                    ARTICLE V

                              DEFAULTS AND REMEDIES

         Section 5.1. Events of Default. An "Event of Default" occurs with
respect to the Securities of any series if (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (1)      the Company defaults in the payment of interest on
         any Security of that series or any coupon appertaining thereto or any
         additional amount payable with respect to any Security of that series
         as specified pursuant to Section 3.1(b) (17) when the same becomes due
         and payable and such default continues for a period of 30 days;

                  (2)      the Company defaults in the payment of the principal
         of or any premium on any Security of that series when the same becomes
         due and payable at its Maturity or on redemption or otherwise, or in
         the payment of a mandatory sinking fund payment when and as due by the
         terms of the Securities of that series, and in each case such default
         continues for a period of 10 days;

                                       48

<PAGE>

                  (3)      the Company defaults in the performance of, or
         breaches, any covenant or warranty of the Company in this Indenture
         with respect to any Security of that series (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with) and such default or breach
         continues 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 that series, a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder;

                  (4)      the Company pursuant to or within the meaning of any
         Bankruptcy Law (A) commences a voluntary case, (B) consents to the
         entry of an order for relief against it in an involuntary case, (C)
         consents to the appointment of a Custodian of it or for all or
         substantially all of its property, or (D) makes a general assignment
         for the benefit of its creditors;

                  (5)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that (A) is for relief against the
         Company in an involuntary case, (B) appoints a Custodian of the Company
         or for all or substantially all of its property, or (C) orders the
         liquidation of the Company; and the order or decree remains unstayed
         and in effect for 90 days; or

                  (6)      there occurs any other Event of Default provided as
         contemplated by Section 3.1 with respect to Securities of that series.

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

         Section 5.2. Acceleration; Rescission and Annulment. If an Event of
Default with respect to the Securities of any series at the time Outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of all of the Outstanding Securities of that series,
by written notice to the Company (and, if given by the Holders, to the Trustee),
may declare the principal amount (or, if the Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount or other amount as may be specified in the terms of that
series) of all the Securities of that series to be immediately due and payable
and upon any such declaration such principal amount (or, in the case of Original
Issue Discount Securities or Indexed Securities, such specified amount) shall be
immediately due and payable.

                                       49

<PAGE>

         At any time after such a declaration of acceleration with respect to
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 a majority in aggregate principal amount of the
Outstanding Securities of that series, by written notice to the Trustee, may
rescind and annul such declaration and its consequences if all existing Defaults
and Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which has become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.7. No such rescission shall affect any subsequent default
or impair any right consequent thereon.

         Section 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

                  (1)      default is made in the payment of any interest on any
         Security or coupon, if any, when such interest becomes 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 premium, if any, on) any Security at the Maturity thereof and such
         default continues for a period of 10 days,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or coupons, if any, the whole amount then due and
payable on such Securities for principal, premium, if any, and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal, premium, if any, and on any overdue interest, at the
rate or rates prescribed therefor in such Securities or coupons, if any, and, in
addition thereto, such further amount 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.

         If the Company fails to pay such principal, premium, if any, and
interest amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of such principal, premium, if any, and interest amounts so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company.

         In addition, if an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed, in
its own name and as trustee of an express trust, 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

                                       50

<PAGE>

enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         Section 5.4. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders of
Securities allowed in any judicial proceedings relating to the Company, its
creditors or its property.

         Section 5.5. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee, in its own name and as
trustee of an express trust, without the possession of any of the Securities or
the production thereof in any proceeding relating thereto.

         Section 5.6. Delay or Omission Not Waiver. No delay or omission by the
Trustee or any Holder of any Securities to exercise any right or remedy accruing
upon an Event of Default shall impair any such right or remedy or constitute a
waiver of or acquiescence in any such Event of Default.

         Section 5.7. Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of Outstanding Securities of any series by notice to
the Trustee may waive on behalf of the Holders of all Securities of such series
a past Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default (i) in the payment of the
principal of, premium, if any, or interest, if any, on any Security of such
series or any coupon appertaining thereto or (ii) in respect of a covenant or
provision hereof which pursuant to Section 8.2 cannot be amended or modified
without the consent of the Holder of each Outstanding Security of such series
adversely 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 Event of Default or impair any right consequent
thereon. In case of any such waiver, the Company, the Trustee and the Holders
shall be restored to their former positions and rights hereunder and under the
Securities of such series, respectively.

         Section 5.8. Control by Majority. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of each series affected
(with each such series voting as a class) 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 it with respect to
Securities of that series; provided, however, that (i) the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, (ii) the Trustee
may refuse to follow any direction that is unduly prejudicial to the rights of
the Holders of Securities of such series not consenting, or that would in the
good faith judgment of the Trustee have a substantial likelihood of involving
the Trustee in personal

                                       51

<PAGE>

liability, (iii) the Trustee may refuse to follow any direction unless security
or indemnity is provided by the Holders of Securities as contemplated by Section
6.1(h), and (iv) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

         Section 5.9. Limitation on Suits by Holders. No Holder of any Security
of any series or any coupons appertaining thereto shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

                  (2)      the Holders of at least 25% in aggregate principal
         amount of the Outstanding Securities of that series have made a written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3)      such Holder or Holders have offered to the Trustee
         security or indemnity satisfactory to the Trustee against any loss,
         liability or expense to be, or which may be, incurred by the Trustee in
         pursuing the remedy;

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

                  (5)      during such 60 day period, the Holders of a majority
         in aggregate principal amount of the Outstanding Securities of that
         series have not given to the Trustee a direction inconsistent with such
         written request.

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

         Section 5.10. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, but subject to Section 8.2, the right of any
Holder of a Security or coupon to receive payment of principal of, premium, if
any, and, subject to Sections 3.5 and 3.7, interest on the Security, on or after
the respective due dates expressed in the Security (or, in case of redemption,
on the redemption dates), and the right of any Holder of a coupon to receive
payment of interest due as provided in such coupon, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

                                       52

<PAGE>

         Section 5.11. Application of Money Collected. If the Trustee collects
any money pursuant to this Article, it shall pay out the money in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  First: to the Trustee for amounts due under Section 6.8;

                  Second: to Holders of Securities and coupons in respect of
         which or for the benefit of which such money has been collected for
         amounts due and unpaid on such Securities for principal of, premium, if
         any, and interest, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities for
         principal, premium, if any, and interest, respectively; and

                  Third: to the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.11. At least 15 days before such record date,
the Trustee shall mail to each Holder and the Company a notice that states the
record date, the payment date and the amount to be paid.

         Section 5.12. Restoration of Rights and Remedies. If the Trustee or any
Holder 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, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         Section 5.13. 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 the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.14. Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon,

                                       53

<PAGE>

or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury or other similar law wherever enacted,
now or at any time hereafter in force, that would prohibit or forgive the
Company from paying all or any portion of the principal of (or premium, if any)
or interest on the Securities contemplated herein or in the Securities or that
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it 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.

                                   ARTICLE VI

                                   THE TRUSTEE

         Section 6.1. Rights of Trustee. Subject to the provisions of the Trust
Indenture Act:

                  (a)      The Trustee may conclusively rely and shall be
         protected in acting or refraining from acting upon any document
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties. The Trustee need not investigate any fact
         or matter stated in the document.

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

                  (c)      Before the Trustee acts or refrains from acting, it
         may consult with counsel of its own selection or require an Officers'
         Certificate. The Trustee shall not be liable for any action it takes or
         omits to take in good faith in reliance on a Board Resolution, the
         advice of counsel, a certificate of an Officer or Officers delivered
         pursuant to Section 1.2, an Officers' Certificate or an Opinion of
         Counsel.

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

                  (e)      The Trustee shall not be liable for any action it
         takes or omits to take in good faith which it believes to be authorized
         or within its discretion or rights or powers.

                                       54

<PAGE>

                  (f)      Unless otherwise expressly provided in this
         Indenture, the Trustee shall have no obligation to distribute to the
         Holders, the Company or any third party any amounts to be paid to the
         Trustee until such amounts are collected by the Trustee.

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

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

         Notwithstanding anything contained herein to the contrary, in case an
Event of Default with respect to the Securities of any series has occurred and
is continuing, the Trustee shall exercise, with respect to Securities of such
series, such of the rights and powers vested in it by this Indenture, and shall
use the same degree of care and skill in their exercise, as a prudent individual
would exercise or use under the circumstances in the conduct of his or her own
affairs.

         Section 6.2. Trustee May Hold Securities. The Trustee, any Paying
Agent, any Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and coupons and,
subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise
deal with the Company, the Parent, an Affiliate or Subsidiary with the same
rights it would have if it were not Trustee, Paying Agent, Registrar or such
other agent.

         Section 6.3. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         Section 6.4. Trustee's Disclaimer. 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 the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity or adequacy of this Indenture or the Securities or any coupon,
except that the Trustee represents and warrants that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and thereunder; that the statements made by it in a

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<PAGE>

Statement of Eligibility on Form T-1 supplied or to be supplied to the Company
in connection with the registration of any Securities are and will be true and
accurate subject to the qualifications set forth therein; and that such
Statement complies and will comply in all material respects with the
requirements of the Trust Indenture Act and the Securities Act. The Trustee
shall not be accountable for the Company's use of the proceeds from the
Securities or for monies paid over to the Company pursuant to the Indenture.

         Section 6.5. Notice of Defaults. If a Default occurs and is continuing
with respect to the Securities of any series and if it is actually known to a
Responsible Officer of the Trustee, the Trustee shall, within 90 days after it
occurs, transmit, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, notice of all uncured Defaults known to it; provided,
however, that, except in the case of a Default in payment on the Securities of
any series, the Trustee may withhold the notice if and so long as a Responsible
Officer in good faith determines that withholding such notice is in the
interests of Holders of Securities of that series; provided, further, that in
the case of any default or breach of the character specified in Section 5.1(3)
with respect to the Securities and coupons of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof. The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a Default is received
by the Trustee at the Corporate Trust Office of the Trustee.

         Section 6.6. Reports by Trustee to Holders. Within 60 days after each
May 15 of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in Section 313(c) of the Trust Indenture Act a
brief report dated as of such May 15 if required by and in compliance with
Section 313(a) of the Trust Indenture Act. A copy of each report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission and
with the Company. The Company will promptly notify the Trustee when the
Securities are listed on any stock exchange and of any delisting thereof.

         Section 6.7. Security Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of Securities of each series. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such date as the Trustee may reasonably require, containing all the
information in the possession or control of the Registrar, the Company or any of
its Paying Agents other than the Trustee as to the names and addresses of
Holders of Securities of each such series. If there are Bearer Securities of any
series Outstanding,

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<PAGE>

even if the Trustee is the Registrar, the Company shall furnish to the Trustee
such a list containing such information with respect to Holders of such Bearer
Securities only.

         Section 6.8. Compensation and Indemnity. (a) The Company shall pay to
the Trustee from time to time such compensation for its services as the Company
and the Trustee may agree in writing from time to time. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable expenses, disbursements and advances incurred by it in connection
with the performance of its duties under this Indenture, except any such
expense, disbursement or advance as shall be determined to have been caused by
its own negligence or willful misconduct. Such expenses shall include the
reasonable compensation and expenses of the Trustee's agents and counsel.

         (b)      The Company shall indemnify the Trustee for, and hold it
harmless against, any and all loss, liability, damage, claim or expense
(including taxes other than taxes based upon, measured by or determined by the
income of the Trustee), including the costs and expenses of defending itself
against any third-party claim (whether asserted by any Holder or any other
Person (other than the Company)), incurred by it arising out of or in connection
with its acceptance or administration of the trust or trusts hereunder
(collectively, "Claims"). The Trustee shall notify the Company promptly of any
Claim for which it may seek indemnity. The Company shall defend the Claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent.

         (c)      The Company need not reimburse any expense, disbursement or
advance or indemnify against any Claim incurred by the Trustee through
negligence or bad faith.

         (d)      To secure the payment obligations of the Company pursuant to
this Section, the Trustee shall have a lien prior to the Securities of any
series on all money or property held or collected by the Trustee, except that
held in trust to pay principal, premium, if any, and interest on particular
Securities.

         (e)      When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(4) or Section
5.1(5), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

         (f)      The provisions of this Section shall survive the termination
of this Indenture and resignation or removal of the Trustee.

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<PAGE>

         Section 6.9. Replacement of Trustee. (a) The resignation or removal of
the Trustee and the appointment of a successor Trustee shall become effective
only upon the successor Trustee's acceptance of appointment as provided in
Section 6.10.

         (b)      The Trustee may resign at any time with respect to the
Securities of any series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.10 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

         (c)      The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so notifying the Trustee and the Company and may appoint a successor
Trustee for such series with the Company's consent. If an instrument of
acceptance by a successor Trustee required by Section 6.10 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

         (d)      If at any time:

                  (1)      the Trustee fails to comply with Section 310(b) of
         the Trust Indenture Act after written request therefor by the Company
         or by any Holder who has been a bona fide Holder of a Security for at
         least six months; or

                  (2)      the Trustee shall cease to be eligible under Section
         6.11 hereof or Section 310(a) of the Trust Indenture Act and shall fail
         to resign after written request therefor by the Company or by any
         Holder of a Security who has been a bona fide Holder of a Security for
         at least six months; or

                  (3)      the Trustee becomes incapable of acting, is adjudged
         a bankrupt or an insolvent or a receiver or public officer takes charge
         of the Trustee or its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company may remove the Trustee with respect to
all Securities, or (ii) subject to Section 315(e) of the Trust Indenture Act,
any Holder who has been a bona fide Holder of a Security 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 and the appointment of a successor Trustee or Trustees.

         (e)      If the Trustee resigns or is removed or becomes incapable of
acting or if a vacancy exists in the office of Trustee for any reason, with
respect to Securities of one or

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<PAGE>

more series, the Company shall promptly appoint a successor Trustee with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.10. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.10, 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 and accepted appointment in the
manner required by Section 6.10, then, subject to Section 315(e) of the Trust
Indenture Act, any Holder 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.

         Section 6.10. Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment.
Thereupon, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee, without further act, deed or conveyance,
shall become vested with all the rights, powers and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

         (b)      In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein such successor Trustee shall accept such
appointment and which (i) 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, (ii) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall

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<PAGE>

continue to be vested in the retiring Trustee, and (iii) 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 and 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 upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all 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.

         (c)      Upon request of any such 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 (a) or (b) of this Section, as the case may be.

         (d)      No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.

         (e)      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
in the manner provided for notices to the Holders of Securities in Section 1.6.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

         Section 6.11. Eligibility; Disqualification. There shall at all times
be a Trustee hereunder with respect to each series of Securities (which need not
be the same Trustee for all series). Each Trustee hereunder shall be eligible to
act as trustee under Section 310(a)(1) of the Trust Indenture Act and shall have
a combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State, Territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this

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<PAGE>

Section, it shall resign immediately in the manner and with the effect specified
in this Article.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, any Trustee hereunder shall not be deemed
to have a conflicting interest by virtue of being (i) the trustee under the
Indenture dated as of the date hereof between AMR Corporation and Wilmington
Trust Company, as Trustee, or the Indenture dated September 23, 2003 among AMR
Corporation, the Company, as Guarantor, and Wilmington Trust Company, as Trustee
or (ii) the successor trustee under the Indenture dated March 1, 1991 between
AMR Corporation and Citibank, N.A., as Trustee, the Indenture dated March 1,
1992 between AMR Corporation and AMR Corporation and Morgan Guaranty Trust
Company of New York, as Trustee, or the Indenture dated December 1, 1992 between
AMR Corporation and Citibank, N.A., as Trustee, and with respect to any or all
series of securities issued or issuable under such indentures, or with respect
to any series of Securities, by virtue of being the Trustee with respect to any
other series of Securities.

         Section 6.12. Merger, Conversion, Consolidation or Succession to
Business. Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such Person
shall be otherwise qualified and eligible under this Article, 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.

         Section 6.13. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue exchange,
registration of transfer or partial redemption thereof, 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. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. 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

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<PAGE>

by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and, except as may otherwise be provided
pursuant to Section 3.1, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $1,500,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent 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 the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to 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 for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. 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 herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time such reasonable compensation as the Company and such Authenticating Agent
agree in

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<PAGE>

writing from time to time including reimbursement of its reasonable expenses for
its services under this Section.

         If an appointment with respect to one or more series is made 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 substantially in the following form:

         This is one of the Securities of the series designated herein and
issued under the within-mentioned Indenture.

                            WILMINGTON TRUST COMPANY,
                            as Trustee

                            By__________________________________________________
                                         as Authenticating Agent

                            By__________________________________________________
                                         Authorized Signatory

                                   ARTICLE VII

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

         Section 7.1. Consolidation, Merger or Sale of Assets Permitted. The
Company may merge or consolidate with or into any other Person or sell, convey,
transfer or otherwise dispose of all or substantially all of its assets to any
Person, if (i) (A) in the case of a merger or consolidation, the Company is the
surviving Person or (B) in the case of a merger or consolidation where the
Company is not the surviving Person and in the case of any sale, conveyance,
transfer or other disposition, the resulting, surviving or transferee Person is
organized and existing under the laws of the United States or a State thereof
and such Person expressly assumes by supplemental indenture all the obligations
of the Company under the Securities and any coupons appertaining thereto and
under this Indenture, (ii) immediately thereafter, giving effect to such merger
or consolidation, or such sale, conveyance, transfer or other disposition, no
Default or Event of Default shall have occurred and be continuing, and (iii) the
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such merger, consolidation, sale,
conveyance, transfer or other disposition complies with this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with. In the event of the assumption by a successor Person of the
obligations of the Company as provided in clause (i) (B) of the immediately
preceding

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<PAGE>

sentence, such successor Person shall succeed to and be substituted for the
Company hereunder and under the Securities and any coupons appertaining thereto
and all such obligations of the Company shall terminate.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

         Section 8.1. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company and the Trustee, at any time and
from time to time, may enter into indentures supplemental hereto or, if
applicable, into agreements supplemental to any Guarantee, in form reasonably
satisfactory to the Trustee, for any of the following purposes:

                  (1)      to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants and
         obligations of the Company herein and in the Securities or, if
         applicable, to evidence the succession of another Person to the
         Guarantor and the assumption by any such successor of the covenants of
         the Guarantor herein or of the Guarantor's obligations under any
         Guarantee (in either case with such changes herein and therein as may
         be necessary or advisable to reflect such Person's legal status, if
         such Person is not a corporation); or

                  (2)      to add to the covenants of the Company or the
         Guarantor for the benefit of the Holders of all or any series of
         Securities (and if such covenants are to be for the benefit of less
         than all series of Securities, stating that such covenants are
         expressly being included solely for the benefit of such series) or to
         surrender any right or power herein conferred upon the Company or the
         Guarantor or to comply with any requirement of the Commission in
         connection with the qualification of this Indenture or any Guarantee
         under the Trust Indenture Act or otherwise; or

                  (3)      to add any additional Events of Default with respect
         to all or any series of Securities; or

                  (4)      to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to facilitate the
         issuance of Bearer Securities (including, without limitation, to
         provide that Bearer Securities may be registrable as to principal only)
         or to facilitate or provide for the issuance of Securities in global
         form in addition to or in place of Securities in certificated form; or

                  (5)      to add to, or to change or eliminate, any of the
         provisions of this Indenture, including to make appropriate provisions
         for any Guarantee, provided

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<PAGE>

         that any such change or elimination shall become effective only with
         respect to Securities which have not been issued as of the execution of
         such supplemental indenture or when there is no Security Outstanding of
         any series created prior to the execution of such supplemental
         indenture which is entitled to the benefit of such provision; or

                  (6)      to secure the Securities; or

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

                  (8)      to provide for the delivery of indentures
         supplemental hereto or the Securities of any series in or by means of
         any computerized, electronic or other medium, including without
         limitation by computer diskette; or

                  (9)      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/or to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Article VI; or

                  (10)     if allowed without penalty under applicable laws and
         regulations, to permit payment in the United States (including any of
         the states and the District of Columbia), its territories, its
         possessions and other areas subject to its jurisdiction of principal,
         premium, if any, or interest, if any, on Bearer Securities or coupons,
         if any; or

                  (11)     to correct or supplement any provision herein, in any
         Securities or in any Guarantee which may be inconsistent with any other
         provision herein or to cure any ambiguity or omission or to correct any
         mistake herein, in any Securities or in any Guarantee; or

                  (12)     to make any other provisions with respect to matters
         or questions arising under this Indenture, provided such action shall
         not materially adversely affect the interests of the Holders of
         Securities of any series.

         Section 8.2. With Consent of Holders. With the written consent of the
Holders of a majority of the aggregate principal amount of the Outstanding
Securities of each series adversely affected by such supplemental indenture
(with the Securities of each series voting as a class), the Company and the
Trustee may enter into an indenture or indentures supplemental hereto to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other indenture supplemental hereto or to modify the rights of the Holders
of Securities of each such series and, if applicable, the Guarantor and the
Trustee may enter into an agreement or agreements supplemental hereto to add to

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<PAGE>

or to change or eliminate any provisions of a Guarantee; provided, however, that
without the consent of the Holder of each Outstanding Security affected thereby,
a supplemental indenture under this Section may not:

                  (1)      change the Stated Maturity of the principal of, or
         any installment of principal of or interest on, any Security, or reduce
         the principal amount thereof or the rate of interest thereon or any
         premium payable upon the redemption thereof, or reduce the amount of
         the principal of an Original Issue Discount Security or Indexed
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 5.2, or change
         the coin or currency in which any Securities or any premium or the
         interest thereon 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);

                  (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;

                  (3)      change any obligation of the Company to maintain an
         office or agency in the places and for the purposes specified in
         Section 9.2; or

                  (4)      make any change in Section 5.7 or this 8.2 except to
         increase any percentage or to provide that certain other provisions of
         this Indenture cannot be modified or waived except with the consent of
         the Holders of each Outstanding Security affected thereby.

         For the purposes of this Section 8.2, if the Securities of any series
are issuable upon the exercise of warrants, any holder of an unexercised and
unexpired warrant with respect to such series shall not be deemed to be a Holder
of Outstanding Securities of such series in the amount issuable upon the
exercise of such warrants.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture, or a supplemental agreement which changes or
eliminates any covenant or other provision of a Guarantee, which has expressly
been included solely for the benefit of one or more particular series of
Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.

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<PAGE>

         It is not necessary under this Section 8.2 for the Holders to consent
to the particular form of any proposed supplemental indenture or supplemental
agreement, but it is sufficient if they consent to the substance thereof.

         Section 8.3. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities of one or more series shall be set forth in a
supplemental indenture that complies with the Trust Indenture Act as then in
effect.

         Section 8.4. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise. The Trustee shall enter into any such
supplemental indenture if such supplemental indenture does not adversely affect
the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

         Section 8.5. 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 Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby; provided that if such supplemental indenture
makes any of the changes described in clauses (1) through (4) of the first
proviso to Section 8.2, such supplemental indenture shall bind each Holder of a
Security who has consented to it and every subsequent Holder of such Security or
any part thereof.

         Section 8.6. Reference in Securities to Supplemental Indentures.
Securities, including any coupons, 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 including any coupons 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 including any coupons of such series.

                                       67

<PAGE>

                                   ARTICLE IX

                                    COVENANTS

         Section 9.1. Payment of Principal, Premium, if any, and Interest. The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of, premium, if
any, and interest on the Securities of that series in accordance with the terms
of the Securities of such series, any coupons appertaining thereto and this
Indenture. An installment of principal, premium, if any, or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay the installment.

         Section 9.2. Maintenance of Office or Agency. If Securities of a series
are issued as Registered Securities, the Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that 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
that series and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company will maintain, (i) subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for that series, which is located outside the United States, where
Securities of that series and related coupons may be presented and surrendered
for payment; provided, however, that if the Securities of that series are listed
on The International Stock Exchange of the United Kingdom and the Republic of
Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed on such
exchange, and (ii) subject to any laws or regulations applicable thereto, an
office or agency in a Place of Payment for that series which is located outside
the United States where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series 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 any 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 hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

         Unless otherwise specified as contemplated by Section 3.1, no payment
of principal, premium or interest on Bearer Securities shall be made at any
office or agency of the Company in the United States,

                                       68

<PAGE>

by check mailed to any address in the United States, by transfer to an account
located in the United States or upon presentation or surrender in the United
States of a Bearer Security or coupon for payment, even if the payment would be
credited to an account located outside the United States; provided, however,
that, if the Securities of a series are denominated and payable in Dollars,
payment of principal of and any premium or interest on any such Bearer Security
shall be made at an office of a Paying Agent of the Company in the Borough of
Manhattan, The City of New York, if (but only if) payment in Dollars of the full
amount of such principal, premium or interest, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the
Company in accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.

         Subject to the preceding paragraphs, the Company may also from time to
time designate one or more other offices or agencies where the Securities
(including any coupons, if any) of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities (including any coupons, if any) of any
series for such purposes. The Company will 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 specified as contemplated by Section 3.1, the Trustee
shall initially serve as Paying Agent. The Paying Agent may make reasonable
rules not inconsistent herewith for the performance of its functions.

         Section 9.3. Money for Securities To Be Held in Trust; Unclaimed Money.
If the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal, premium, if any, or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee in writing of its action or
failure so to act.

         If the Company is not acting as its own Paying Agent, the Company will
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 will:

                  (1)      hold all sums held by it for the payment of the
         principal of, premium, if any, or interest on Securities of that 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 herein
         provided;

                                       69

<PAGE>

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

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

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts 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 money.

         Any money or Government Obligations (including the proceeds thereof)
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of any principal, premium, if any, or interest or other
amounts on any Security of any series and remaining unclaimed for two years
after such principal, premium, if any, or interest or other amounts has 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 and coupon, if any, shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, or cause to be mailed to
such Holder, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

         Section 9.4. Corporate Existence. Subject to Article VII, the Company
will at all times do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and its rights and
franchises; provided that nothing in this Section 9.4 shall prevent the
abandonment or termination of any right or franchise of the Company if, in the
opinion of the Company, such abandonment or termination is in the best interests
of the Company.

         Section 9.5. Insurance. The Company covenants and agrees that it will
maintain, and cause each of its Subsidiaries to maintain, insurance with
responsible and

                                       70

<PAGE>

reputable insurance companies or associations or through a program of
self-insurance in such amounts and covering such risks as are consistent with
sound business practice for corporations engaged in the same or a similar
business similarly situated.

         Section 9.6. Reports by the Company. The Company covenants:

                  (a)      to file with the Trustee, within 30 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 such sections, then to 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;

                  (b)      to file with the Trustee and the Commission, in
         accordance with the rules and regulations prescribed from time to time
         by the Commission, such additional information, documents and reports
         with respect to compliance by the Company with the conditions and
         covenants provided for in this Indenture, as may be required from time
         to time by such rules and regulations; and

                  (c)      to transmit to all Holders of Securities within 30
         days after the filing thereof with the Trustee, in the manner and to
         the extent provided in section 313(c) of the Trust Indenture Act, such
         summaries of any information, documents and reports required to be
         filed by the Company pursuant to subsections (a) and (b) of this
         Section 9.6, as may be required by rules and regulations prescribed
         from time to time by the Commission.

         Subject to the provisions of the Trust Indenture Act and except as
otherwise expressly provided in this Indenture, delivery of such reports,
information and documents to the Trustee is for informational purposes only, and
the Trustee's receipt of such reports, information and documents shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder.

         Section 9.7. Annual Review Certificate. The Company covenants and
agrees to deliver to the Trustee, within 120 days after the end of each fiscal
year of the Company, a

                                       71

<PAGE>

brief certificate from the principal executive officer, principal financial
officer, or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this Section 9.7, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.

         Section 9.8. Calculation of Original Issue Discount. Except as the
Company and the Trustee may otherwise agree, the Company shall file with the
Trustee promptly following the end of each calendar year (a) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year
and (b) such other specific information relating to such original issue discount
as may then be relevant under the Internal Revenue Code of 1986, as amended from
time to time.

                                    ARTICLE X

                                   REDEMPTION

         Section 10.1. Applicability of Article. Securities (including coupons,
if any) of or within any series which are redeemable in whole or in part before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 3.1 for Securities of
any series) in accordance with this Article.

         Section 10.2. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities, including coupons, if any, shall be
evidenced by or pursuant to a Board Resolution or a Company Order. In the case
of any redemption at the election of the Company of less than all the Securities
or coupons, if any, of any series having the same 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, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (ii) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities, the Company
shall furnish the Trustee with an Officers' Certificate evidencing compliance
with such restriction or condition.

         Section 10.3. Selection of Securities To Be Redeemed. Unless otherwise
specified as contemplated by Section 3.1, if less than all the Securities
(including coupons, if any) of a series with the same terms are to be redeemed,
the Trustee, not more than 45 days prior to the redemption date, shall select
the Securities of the series to be redeemed in such manner as the Trustee shall
deem fair and appropriate. The Trustee shall make the selection from Securities
of the series that are Outstanding and that have

                                       72

<PAGE>

not previously been called for redemption and may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities, including coupons, if any, of that series or any integral multiple
thereof) of the principal amount of Securities, including coupons, if any, of
such series of a denomination larger than the minimum authorized denomination
for Securities of that series. The Trustee shall promptly notify the Company in
writing of the Securities selected by the Trustee for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed. If the Securities (including coupons, if any) of a
series having different issue dates, interest rates and maturities (whether or
not originally issued in a Periodic Offering) are to be redeemed, the Company in
its discretion may select the particular Securities or portions thereof to be
redeemed and shall notify the Trustee thereof by such time prior to the relevant
redemption date or dates as the Company and the Trustee may agree.

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

         Section 10.4. Notice of Redemption. Unless otherwise specified as
contemplated by Section 3.1, notice of redemption shall be given in the manner
provided in Section 1.6 not less than 15 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

         All notices of redemption shall state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price;

                  (3)      if less than all the Outstanding Securities of a
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the principal amounts) 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 will
         receive, without a charge, a new Security or Securities of authorized
         denominations for the principal amount thereof remaining unredeemed;

                  (5)      the Place or Places of Payment where such Securities,
         together in the case of Bearer Securities with all coupons appertaining
         thereto, if any,

                                       73

<PAGE>

         maturing after the Redemption Date, are to be surrendered for payment
         of the Redemption Price;

                  (6)      that Securities of the series called for redemption
         and all unmatured coupons, if any, appertaining thereto must be
         surrendered to the Paying Agent to collect the Redemption Price;

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

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

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

                  (10)     the CUSIP number, if any, of such Securities.

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

         Section 10.5. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article XI, segregate and hold in
trust as provided in Section 9.3) an amount of money in the currency or
currencies (including currency units or composite 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 on the
Redemption Date the Redemption Price of, and (unless the Redemption Date shall
be an Interest Payment Date) interest accrued to the Redemption Date on, all
Securities or portions thereof which are to be redeemed on that date.

         Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

                                       74

<PAGE>

         Section 10.6. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the coupons for any such interest
appertaining to any Bearer Security so to be redeemed, except to the extent
provided below, shall be void. Except as provided in the next succeeding
paragraph, upon surrender of any such Security, including coupons, if any, for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date and the
principal of, and premium, if any, on such Bearer Securities shall be payable
only at an office or agency located outside the United States (except as
otherwise provided in Section 9.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of coupons for
such interest; and provided, further, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.7.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided in Section 9.2) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of those coupons.

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

         Section 10.7. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part at any Place of Payment therefor (with, if the Company
or the Trustee so require, 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

                                       75

<PAGE>

authorized in writing), the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of that Security, without service charge
a new Security or Securities of the same series, having the same form, terms and
Stated Maturity, in any authorized denomination equal in aggregate principal
amount to the unredeemed portion of the principal amount of the Security
surrendered.

                                   ARTICLE XI

                                  SINKING FUNDS

         Section 11.1. Applicability of Article. Securities of a series shall
not be subject to a sinking fund unless provided pursuant to Section 3.1. The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for Securities of such series.

         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 any 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 11.2. 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.

         Section 11.2. Satisfaction of Sinking Fund Payments with Securities.
The Company (i) may deliver Outstanding Securities of a series (other than any
previously called for redemption) together, in the case of Bearer Securities of
such series, with all unmatured coupons appertaining thereto and (ii) may apply
as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         Section 11.3. Redemption of Securities for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any,

                                       76

<PAGE>

which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 11.2 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 30 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 10.3 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 10.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 10.6 and 10.7.

         This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one instrument.

                                       77

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                    AMERICAN AIRLINES, INC.

                                    By: ________________________________________
                                        Name:
                                        Title:

[Seal]

Attest:
_________________________________
Title:

                                    WILMINGTON TRUST COMPANY, as Trustee

                                    By: ________________________________________
                                        Name:
                                        Title:

[Seal]

Attest:

_________________________________
Name:
Title:

                                       78

<PAGE>

Reconciliation and tie between Indenture, dated as of November 25, 2003, and
the Trust Indenture Act of 1939, as amended.

<TABLE>
<CAPTION>
Trust Indenture Act                                     Indenture
of 1939 section                                         Section
-------------------                                     ---------
<S>                                                     <C>
310(a)(1)                                               6.11
   (a)(2)                                               6.11
   (a)(3)                                               TIA
   (a)(4)                                               Not Applicable
   (a)(5)                                               TIA
   (b)                                                  6.9; 6.11; TIA

311(a)                                                  TIA
   (b)                                                  TIA

312(a)                                                  6.7
   (b)                                                  TIA
   (c)                                                  TIA

313(a)                                                  6.6; TIA
   (b)                                                  TIA
   (c)                                                  6.6; TIA
   (d)                                                  6.6

314(a)                                                  9.6; 9.7; TIA
   (b)                                                  Not Applicable
   (c)(1)                                               1.2
   (c)(2)                                               1.2
   (c)(3)                                               Not Applicable
   (d)                                                  Not Applicable
   (e)                                                  1.2
   (f)                                                  TIA

315(a)                                                  TIA
   (b)                                                  6.5
   (c)                                                  6.1
   (d)(1)                                               TIA
   (d)(2)                                               TIA
   (d)(3)                                               TIA
   (e)                                                  TIA

316(a)(last sentence)                                   1.1
   (a)(1)(A)                                            5.8
   (a)(1)(B)                                            5.7
   (b)                                                  5.2; 5.10
   (c)                                                  TIA
</TABLE>

<PAGE>

<TABLE>
<S>                                                     <C>
317(a)(1)                                               5.3
   (a)(2)                                               5.4
   (b)                                                  9.3

318(a)                                                  1.11
   (b)                                                  TIA
   (c)                                                  1.11, TIA
</TABLE>

This reconciliation and tie section does not constitute part of the Indenture.