<PAGE>

                                                                     Exhibit 4.1

                                    INDENTURE

                                     between

                        ADVANCED ENERGY INDUSTRIES, INC.

                                       and

                            -------------------------

                                     TRUSTEE

                            Dated as of ____________

                            Providing for Issuance of
                            Debt Securities in Series

<PAGE>

Reconciliation and tie between Indenture, dated as of ___________________, and
the Trust Indenture Act of 1939, as amended.

<TABLE>
<CAPTION>
Trust Indenture Act of 1939 Section           Indenture 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) (1) (A)                      5.8
             (a) (1) (B)                      5.7
             (b)                              5.2; 5.10
             (c)                              TIA
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Trust Indenture Act of 1939 Section           Indenture Section
-----------------------------------           -----------------
<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>

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

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

 1.1. DEFINITIONS...............................................................        1
 1.2. COMPLIANCE CERTIFICATES AND OPINIONS......................................        7
 1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE....................................        8
 1.4. ACTS OF HOLDERS...........................................................        8
 1.5. NOTICES, ETC., TO TRUSTEE AND COMPANY.....................................       10
 1.6. NOTICE TO HOLDERS; WAIVER.................................................       10
 1.7. HEADINGS AND TABLE OF CONTENTS............................................       11
 1.8. SUCCESSOR AND ASSIGNS.....................................................       11
 1.9. SEPARABILITY..............................................................       11
 1.10. BENEFITS OF INDENTURE....................................................       11
 1.11. GOVERNING LAW............................................................       11
 1.12. LEGAL HOLIDAYS...........................................................       11
 1.13. NO RECOURSE AGAINST OTHERS...............................................       12

ARTICLE II SECURITY FORMS.......................................................       12

 2.1. FORMS GENERALLY...........................................................       12
 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...........................       12
 2.3. SECURITIES IN GLOBAL FORM.................................................       13
 2.4. FORM OF LEGEND FOR SECURITIES IN GLOBAL FORM..............................       13

ARTICLE III THE SECURITIES......................................................       14

 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES......................................       14
 3.2. DENOMINATIONS.............................................................       18
 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING............................       18
 3.4. TEMPORARY SECURITIES......................................................       21
 3.5. REGISTRATION, TRANSFER AND EXCHANGE.......................................       21
 3.6. REPLACEMENT SECURITIES....................................................       24
 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED............................       25
 3.8. PERSONS DEEMED OWNERS.....................................................       27
 3.9. CANCELLATION..............................................................       27
 3.10. COMPUTATION OF INTEREST..................................................       27
 3.11. CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES..................       27
 3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT.......................       31
 3.13. WIRE TRANSFERS...........................................................       32
 3.14. CUSIP NUMBERS............................................................       32

ARTICLE IV SATISFACTION, DISCHARGE AND DEFEASANCE...............................       32

 4.1. TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE..................       32
 4.2. APPLICATION OF TRUST FUNDS................................................       33
 4.3. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY'S OPTION TO EFFECT
      DEFEASANCE OR COVENANT DEFEASANCE.........................................       33
 4.4. DEFEASANCE AND DISCHARGE..................................................       34
 4.5. COVENANT DEFEASANCE.......................................................       34
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                   <C>
 4.6. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE...........................       35
 4.7. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST............       36
 4.8. REPAYMENT TO COMPANY......................................................       36
 4.9. INDEMNITY FOR GOVERNMENT OBLIGATIONS......................................       36

ARTICLE V DEFAULTS AND REMEDIES.................................................       37

 5.1. EVENTS OF DEFAULT.........................................................       37
 5.2. ACCELERATION; RESCISSION AND ANNULMENT....................................       38
 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE...........       38
 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM..........................................       39
 5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES...............       39
 5.6. DELAY OR OMISSION NOT WAIVER..............................................       39
 5.7. WAIVER OF PAST DEFAULTS...................................................       39
 5.8. CONTROL BY MAJORITY.......................................................       39
 5.9. LIMITATION ON SUITS BY HOLDERS............................................       39
 5.10. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.....................................       40
 5.11. APPLICATION OF MONEY COLLECTED...........................................       40
 5.12. RESTORATION OF RIGHTS AND REMEDIES.......................................       41
 5.13. RIGHTS AND REMEDIES CUMULATIVE...........................................       41

ARTICLE VI THE TRUSTEE..........................................................       41

 6.1. RIGHTS OF TRUSTEE.........................................................       41
 6.2. TRUSTEE MAY HOLD SECURITIES...............................................       43
 6.3. MONEY HELD IN TRUST.......................................................       43
 6.4. TRUSTEE'S DISCLAIMER......................................................       43
 6.5. NOTICE OF DEFAULTS........................................................       43
 6.6. REPORTS BY TRUSTEE TO HOLDERS.............................................       44
 6.7. SECURITY HOLDER LISTS.....................................................       44
 6.8. COMPENSATION AND INDEMNITY................................................       44
 6.9. REPLACEMENT OF TRUSTEE....................................................       45
 6.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...................................       46
 6.11. ELIGIBILITY; DISQUALIFICATION............................................       47
 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS..............       47
 6.13. APPOINTMENT OF AUTHENTICATING AGENT......................................       47

ARTICLE VII CONSOLIDATION, MERGER OR SALE BY THE COMPANY........................       49

 7.1. CONSOLIDATION, MERGER OR SALE OF ASSETS PERMITTED.........................       49

ARTICLE VIII SUPPLEMENTAL INDENTURES............................................       49

 8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS........................       49
 8.2. WITH CONSENT OF HOLDERS...................................................       51
 8.3. COMPLIANCE WITH TRUST INDENTURE ACT.......................................       52
 8.4. EXECUTION OF SUPPLEMENTAL INDENTURES......................................       52
 8.5. EFFECT OF SUPPLEMENTAL INDENTURES.........................................       52
 8.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES........................       52
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                   <C>
ARTICLE IX COVENANTS............................................................       53

 9.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.......................       53
 9.2. MAINTENANCE OF OFFICE OR AGENCY...........................................       53
 9.3. MONEY FOR SECURITIES TO BE HELD IN TRUST; UNCLAIMED MONEY.................       54
 9.4. CORPORATE EXISTENCE.......................................................       55
 9.5. MAINTENANCE OF PROPERTIES.................................................       55
 9.6. REPORTS BY THE COMPANY....................................................       55
 9.7. ANNUAL REVIEW CERTIFICATE.................................................       56
 9.8. PAYMENT OF TAXES AND OTHER CLAIMS.........................................       56

ARTICLE X REDEMPTION............................................................       56

 10.1. APPLICABILITY OF ARTICLE.................................................       56
 10.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE....................................       56
 10.3. SELECTION OF SECURITIES TO BE REDEEMED...................................       57
 10.4. NOTICE OF REDEMPTION.....................................................       57
 10.5. DEPOSIT OF REDEMPTION PRICE..............................................       58
 10.6. SECURITIES PAYABLE ON REDEMPTION DATE....................................       58
 10.7. SECURITIES REDEEMED IN PART..............................................       59

ARTICLE XI SINKING FUNDS........................................................       59

 11.1. APPLICABILITY OF ARTICLE.................................................       59
 11.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES....................       60
 11.3. REDEMPTION OF SECURITIES FOR SINKING FUND................................       60
</TABLE>

                                      iii

<PAGE>

         INDENTURE, dated as of __________, between Advanced Energy, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and ____________________, as trustee, a national banking
association organized and existing under the laws of the United States of
America (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 debentures, notes
or other evidences of indebtedness ("Securities") to be issued in one or more
series as herein provided.

         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 or of
series thereof:

                                    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 other 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, 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.

                                       1
<PAGE>

         "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 any duly authorized committee thereof..

         "Board Resolution" means a copy of one or more resolutions 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.

         "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, except
as may otherwise be provided in the form of Security of any particular series
pursuant to the provisions of this Indenture.

         "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.

         "Common Stock" means the common shares, $0.01 par value per share, of
the Company.

         "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.

         "Company Order" and "Company Request" mean, respectively, a written
order or request signed in the name of the Company by the President, the Chief
Executive Officer, the Chief Financial Officer, any Vice President, the
Treasurer or the Corporate Secretary of the Company.

         "Corporate Trust Office" means the corporate trust office of the
Trustee at which at any particular time this Indenture shall be principally
administered, which office at the date hereof is located at ___________________.

         "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.

         "Depository," 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 Depository by the Company pursuant to Section 3.1 until a
successor Depository shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depository hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

                                       2
<PAGE>

         "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.

         "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.

         "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.

         "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 depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation evidenced by such depository
receipt.

         "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 instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of the
particular series of Securities established as contemplated by Section 3.1;
provided, however, that if at any time more than one Person is acting as Trustee
under this Indenture due to the appointment of one or more separate Trustees for
any one or more separate series of Securities, "Indenture" shall mean, with
respect to such series of Securities for which any such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as
contemplated by Section 3.1, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee, but to which such Person, as such Trustee, was not a party; provided
further that in the event that this indenture is supplemented or amended by one
or more indentures supplemental hereto which are only applicable to certain
series of Securities, the term "Indenture" for a particular series of Securities
shall only include the supplemental indentures applicable thereto.

                                       3
<PAGE>

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

         "Interest," 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 President, the Chief Executive Officer, the Chief
Financial Officer, any Vice President, the Treasurer or the Corporate Secretary
of the Company.

         "Officers' Certificate" means a certificate signed by the President,
the Chief Executive Officer, the Chief Financial Officer, any Vice President,
the Corporate Secretary or the Treasurer of the Company.

         "Opinion of Counsel" means a written opinion of legal counsel, who may
be, without limitation, (a) an employee of the Company, or (b) outside 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;

                                       4
<PAGE>

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 or are present at a meeting of Holders for quorum purposes,
(w) the principal amount 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 one or more Foreign Currencies or currency units 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) unless
otherwise provided with respect to such Security pursuant to Section 3.1, 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, or determination as to the presence of a quorum, only
Securities which a Responsible Officer of the Trustee 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 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.

                                       5
<PAGE>

         "Preferred Stock" as applied to the capital stock of the Company means
capital stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of the Company, over shares
of Common Stock of such corporation.

         "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 senior vice president, vice president, any assistant vice president or
assistant secretary working in its corporate trust department and assigned
responsibility for this engagement, or any other officer of the Trustee
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, working in its corporate trust
department and assigned responsibility for this engagement, or to whom any
corporate trust matter relating to the Indenture or the Securities 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.

         "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

                                       6
<PAGE>

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.

                  (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
"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)
"Market Exchange Rate"                                 3.11(h)
"Register"                                             3.5
"Registrar"                                            3.5
"Specified Amount"                                     3.11(h)
"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 Officer's
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
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 the individual signing such
                           certificate or opinion has read such condition or
                           covenant and any definitions in this Indenture that
                           are used in such certificate or opinion;

                                       7
<PAGE>

                  (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 such
                           individual, such condition or covenant has been
                           complied with.

         SECTION 1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows 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 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
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, certifying that the
individual signing such

                                       8
<PAGE>

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 depository, 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 depository, 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 (as defined in Section 3.5 below).

                  (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 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.

                                       9
<PAGE>

                  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. 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,

                  (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 to the attention of its Corporate Trust
                           Office, 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 Advanced Energy
                           Industries, Inc., 1625 Sharp Point Drive, Fort
                           Collins, Colorado 80525 or at any other address
                           previously furnished in writing to the Trustee by the
                           Company.

         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 his 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.

                                       10
<PAGE>

         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 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. UNLESS OTHERWISE PROVIDED WITH RESPECT TO
ANY SECURITIES OF ANY SERIES PURSUANT TO SECTION 3.1, 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 included in this Indenture which is required by the
Trust Indenture Act, 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

                                       11
<PAGE>

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 or any successor Person shall have any liability for any
obligations of the Company or any successor Person, either directly or through
the Company or any successor Person, under the Securities or this Indenture 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 the Company
may deem appropriate or as may be required to comply with any applicable law,
rule or regulation or with the rules or usage of any securities exchange or
Depository 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, and, if such
Board Resolution delegates a particular action to another Person, 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, shall 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 (as applicable to any Authenticating Agent), the Trustee's
certificate of authentication shall be in substantially the following form:

                                       12
<PAGE>

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

                                          __________________________, 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
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 paragraph of Section 3.3.

         Notwithstanding the provisions of Section 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 Depository, 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 Depository or a nominee of a Depository. 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 Depository to a nominee of the Depository or
                  by a nominee of the Depository to the Depository or another
                  nominee of the Depository or by the Depository or any such
                  nominee to a successor Depository or a nominee of such
                  successor Depository. Every Security authenticated and
                  delivered upon registration of, or in exchange for, or in lieu
                  of, this Security will be in global form, subject to the
                  foregoing.

                                       13
<PAGE>

                                   ARTICLE III

                                 THE SECURITIES

         SECTION 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES. (a) The aggregate
principal amount of Securities which may be authenticated, delivered and
outstanding under this Indenture is unlimited. The Securities may be issued from
time to time in one or more series.

                  (b)      The following matters shall be established, without
the approval of any Holders, 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 (provided, however, that any changes to terms that are
established by a Board Resolution shall, after their initial establishment, also
be governed by the requirements of Sections 8.1 and 8.2):

                           (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, delivered and
                                    outstanding 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 and except for any Securities
                                    which, pursuant to Section 3.3, are deemed
                                    never to have been authenticated and
                                    delivered hereunder);

                           (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 (which may be fixed or
                                    variable) 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 or
                                    the method by which such dates will be
                                    determined, the terms of any deferral of
                                    interest and the additional interest, if
                                    any, thereon 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, the
                                    right, if any, of the Company to extend the
                                    Interest Payment Dates and the Regular
                                    Record Date, if any, and the duration of the
                                    extensions and the basis upon which interest
                                    shall be calculated if other than upon a
                                    360-day year of twelve 30-day months;

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

                           (6)      the period or periods within which, the
                                    price or prices at which, the currency or
                                    currencies (including currency units) in
                                    which, and the other

                                       14
<PAGE>

                                    terms and conditions upon which, Securities
                                    of the series may be redeemed, in whole or
                                    in part, at the option of the Company or
                                    otherwise, 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;

                           (7)      the obligation, if any, of the Company to
                                    redeem or purchase Securities of the series
                                    pursuant to any sinking fund or analogous
                                    provisions or 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 and provisions for the
                                    remarketing of such series;

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

                           (9)      if other than Dollars, the currency or
                                    currencies (including currency unit or
                                    units) in which the 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 the provisions of
                                    Section 3.11;

                           (10)     the terms, if any, upon which Securities of
                                    the series may be convertible into or
                                    exchanged for other Securities, Common
                                    Stock, Preferred Stock, other debt
                                    securities, warrants to purchase any of the
                                    foregoing, or other securities of any kind
                                    of the Company or any other obligor and the
                                    terms and conditions upon which the
                                    conversion or exchange shall be effected,
                                    including the initial conversion or exchange
                                    price or rate, the conversion or exchange
                                    period, and any other additional provisions;

                           (11)     if the 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 currency unit or units) other
                                    than that in which such Securities are
                                    denominated or designated to be payable, the
                                    currency or currencies (including currency
                                    unit or 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 the
                                    provisions of Section 3.11;

                           (12)     if the amount of 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

                                       15
<PAGE>

                                    or currencies (including currency unit or
                                    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;

                           (13)     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 provable in bankruptcy or the method by
                                    which such portion or amount shall be
                                    determined;

                           (14)     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;

                           (15)     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) and,
                                    if necessary, the manner of determining the
                                    equivalent thereof in U.S. currency;

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

                           (17)     the applicability of or 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;

                           (18)     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);

                           (19)     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;

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

                                       16
<PAGE>

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

                           (21)     the forms of the Securities and coupons, if
                                    any, of the series;

                           (22)     any changes or additions to the provisions
                                    provided in Article Four of this Indenture
                                    pertaining to defeasance, including without
                                    limitation, 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;

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

                           (24)     any terms which may be related to warrants,
                                    options or other rights to purchase and sell
                                    securities 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, options
                                    or other rights;

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

                           (26)     whether any of the Securities of the series
                                    shall be issued in whole or in part in
                                    global form, and if so (i) the Depository
                                    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;

                           (27)     the subordination, if any, of the Securities
                                    of the series;

                           (28)     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;

                           (29)     the terms, if any, of any guarantee of the
                                    payment of principal, premium and interest
                                    with respect to Securities of the series and
                                    any corresponding changes to the provisions
                                    of this Indenture as then in effect;

                           (30)     the terms, if any, of the transfer,
                                    mortgage, pledge or assignment as security
                                    for the Securities of the series of any
                                    properties, assets, moneys, proceeds,
                                    securities or other collateral, including
                                    whether certain

                                       17
<PAGE>

                                    provisions in the Trust Indenture Act are
                                    applicable and any corresponding changes to
                                    provisions of this Indenture as then in
                                    effect; and

                           (31)     any other terms of the 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.

                  (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 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, if such Board
Resolution delegates a particular action to another Person, an appropriate
record of any such action taken pursuant thereto, shall be delivered to the
Trustee prior to the authentication and delivery thereof.

                  (e)      Except as may be otherwise expressly provided in the
applicable Board Resolutions or supplemental indenture, as contemplated by this
Section 3.1, the Securities of any Series shall rank PARI PASSU with the
Securities of each other Series.

         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 Chief Executive Officer, the
Chief Financial Officer, the President, or any Vice President, the Treasurer or
the Corporate Secretary of the Company. The seal of the Company, if any, may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. 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 Chief Executive Officer,
the Chief Financial Officer, the President, any Vice President, the Treasurer
the Corporate Secretary 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

                                       18
<PAGE>

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 oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may 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)      the form of such Securities and any coupons have been
                           established in conformity with the provisions of this
                           Indenture;

                  (2)      the terms of such Securities and any coupons 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, issued by the Company in
                           accordance with the provisions of this Indenture, and
                           delivered to and duly paid for by the purchasers
                           thereof, 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 further as enforcement
                           thereof may be 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 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.

         Such Opinion of Counsel need express no opinion as to the
enforceability of Section 6.8 or as to whether a court in the United States
would render a money judgment in a currency other than that of the United
States. Such counsel may rely on opinions of other counsel (copies of which
shall be delivered to the Trustee), and, to the extent such opinion involves
factual matters, such counsel may rely upon certificates of officers of the
Company and certificates of public officials.

         Notwithstanding that such form or terms have been so established, the
Trustee shall have the right 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), such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee or a trust
committee of directors, trustees or vice presidents shall determine that such
action would expose the Trustee to personal liability.

                                       19
<PAGE>

         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 Depository for such Security or Securities in global form or
the nominee of such Depository, (iii) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instruction and (iv) shall bear the
legend set forth in Section 2.4.

         Unless otherwise established pursuant to Section 3.1, each Depository
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
Depository, 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 Depository is so
registered.

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

         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

                                       20
<PAGE>

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 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 for each series of Securities (the registers
maintained in such office or in any such office or agency of the Company in a
Place of Payment being herein sometimes referred to collectively as 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, and for the purpose of maintaining the Register in respect thereof,
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.

                                       21
<PAGE>

         Unless otherwise provided as contemplated by 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 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 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 Depository for such series to a nominee of such Depository or
by a nominee of such

                                       22
<PAGE>

Depository to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor Depository for such series or a
nominee of such successor Depository.

         If at any time the Depository for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depository for the
Securities of such series or if at any time the Depository 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 Depository with respect to
the Securities of such series. Unless otherwise provided as contemplated by
Section 3.1, if a successor Depository 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) (26) 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 Depository 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 Depository. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

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

                  (iii)    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
                           Depository 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.

                                       23
<PAGE>

         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 or 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, none of the
Company, the Registrar or the Trustee shall be required (i) to issue, register
the transfer of, or exchange any Securities for a period beginning at the
opening of 15 Business 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 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 notice to the Company or the
Trustee that such Security or coupon has been acquired by a bona fide purchaser,
the Company shall execute and 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.

                                       24
<PAGE>

         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 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.

         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 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

                                       25
<PAGE>

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
                                    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.

                                       26
<PAGE>

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

         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 may destroy cancelled Securities and coupons and, if so
destroyed, shall issue a certificate of destruction to the Company. 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 and with
respect to Bearer Securities of any series payment of the principal of, premium,
if any, interest, if any, and other amounts, if any, on any Registered 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)      If expressly specified pursuant to Section 3.1, with
respect to Registered Securities of any series, 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

                                       27
<PAGE>

Paying Agent) a written election with signature guarantees and in the applicable
form established 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 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

                                       28
<PAGE>

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
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.

                                       29
<PAGE>

         "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 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
President, the Chief Executive Officer, the Chief Financial Officer, any Vice
President, the Treasurer, or any Assistant Treasurer of the Company.

         "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 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

                                       30

<PAGE>

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 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.

                                       31

<PAGE>

         (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. WIRE TRANSFERS. Notwithstanding any other provisions to
the contrary in this Indenture, the Company may make any payment of monies
required to be deposited with the Trustee on account of principal of, or
premium, if any, or interest on, the Securities (whether pursuant to optional or
mandatory redemption payments, interest payment or otherwise) by wire transfer
and immediately available funds to an account designated by the Trustee on or
before the date and time such monies are to be paid to the Holders of the
Security in accordance with the terms hereof.

         SECTION 3.14. 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, 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

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<PAGE>

                  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

                  (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, 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,
                           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 and the obligations of the Company to any Authenticating Agent under
Section 6.13 shall survive until the Securities of the discharged series have
been paid in full, 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 in
accordance with the terms of such Sections.

         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 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

                                       33

<PAGE>

within such series under Section 4.5, then, in addition to the rights of the
Company pursuant to Section 4.1 above, 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, a "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)
(18); (iii) the rights, powers, trusts, duties, immunities and indemnities 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 coupons appertaining thereto. Following a defeasance,
payment of such Securities may not be accelerated because of 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 specified
covenant, and the operation of Sections 5.1(3) and 5.1(6), 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.

                                       34

<PAGE>

         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), with instructions to the Trustee as to the application thereof,
(A) money in an amount (in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as
payable at Maturity), or (B) Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms 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 determination of a
nationally recognized independent accounting or investment banking firm
expressed in a written certification thereof delivered to the Trustee in the
case of clauses (B) or (C), 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)      The deposit pursuant to subsection (a) above shall
not result in 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

                                       35

<PAGE>

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

                  (f)      The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance 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.

         If 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
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

                                       36

<PAGE>

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, except to the extent such event is
specifically deleted or modified by the applicable Board Resolutions or
supplemental indenture as contemplated by Section 3.1 for the Securities of such
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;

                  (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 90 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)      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.

                                       37

<PAGE>

         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 (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 due and payable and upon any such
declaration such principal (or, in the case of Original Issue Discount
Securities or Indexed Securities, such specified amount) shall be immediately
due and payable.

         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 have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.7. Upon any such rescission, the parties hereto shall be
restored respectively to their several positions and rights hereunder, and all
rights, remedies and powers of the parties hereto shall continue as though no
acceleration had occurred.

         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 or
                           coupon of any Security of any series, 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 of any series
                           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 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 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.

                                       38

<PAGE>

         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 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 liability and (iii) 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;

                                       39

<PAGE>

                  (3)      such Holder or Holders have offered to the Trustee
                           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 the 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 9.2, the right of any
Holder of a Security or coupon of any series 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.

         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 in
                  connection with such series of Securities in respect of which
                  money or other property is collected;

                  Second: Subject to the terms of any subordination entered into
                  as contemplated by Section 3.1(b) (27) hereof, to Holders of
                  Securities of such series 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: The balance, if any, 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.

         Unless otherwise specified in a supplemental indenture with respect to
a series of Securities, in any case where Securities are outstanding which are
denominated in more than one currency, or in a composite currency and at least
one other currency, and the Trustee is directed to make ratable payments under
this Section to Holders of Securities, the Trustee shall calculate the amount of
such payments as follows: as of the day the Trustee collects an amount under
this Article, the Trustee shall, (i) as to each Holder of a

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<PAGE>

Security to whom an amount is due and payable under this Section which is
denominated in a foreign currency or a composite currency, determine that amount
of Dollars that would be obtained for the amount owing such Holder, using the
rate of exchange at which in accordance with normal banking procedures the
Trustee could purchase in Dollars as of such day with such amount owing, (ii)
calculate the sum of all Dollar amounts determined under (i) and add thereto any
amounts due and payable in Dollars; and (iii) using the individual amounts
determined in (i) or any individual amounts due and payable in Dollars, as the
case may be, as a numerator and the sum calculated in (ii) as a denominator,
calculate as to each Holder of a Security to whom an amount is owed under this
Section the fraction of the amount collected under this Article payable to such
Holder. Any expenses incurred by the Trustee in actually converting amounts
owing Holders of Securities denominated in a currency or composite currency
other than that in which any amount is collected under this Article shall be
likewise (in accordance with this paragraph) be borne ratably by all Holders of
Securities to whom amounts are payable under this Section.

         Unless otherwise specified in the supplemental indenture with respect
to a series of Securities, to the fullest extent allowed under applicable law,
if for the purpose of obtaining judgment against the Company in any court it is
necessary to convert the sum due in respect of the principal of, or any premium
or interest on the Securities of any series (the "Required Currency") into a
currency in which judgment will be rendered (the "Judgment Currency"), the rate
of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Business Day preceding that
on which final judgment is given. The Company shall not be liable for any
shortfall in payments to Holders of Securities under this Section caused by a
change in exchange rates between the time the amount of a judgment against it is
calculated as above and the time the Trustee converts the Judgment Currency into
the Required Currency to make payments under this Section to Holders of
Securities, but payment of such judgment shall discharge all amounts owed by the
Company on the claim or claims underlying such judgment.

         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 in Section 5.9 or 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.

                                   ARTICLE VI

                                   THE TRUSTEE

         SECTION 6.1. RIGHTS OF TRUSTEE. Subject to the applicable provisions of
the Trust Indenture Act:

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<PAGE>

                  (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, and may conclusively rely, in good faith, as to the truth of the
statements and concerns of the opinions expressed therein.

                  (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 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 written advice of counsel acceptable to the Trustee,
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.

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

                  (g)      Except during the continuance of an Event of Default,
the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee.

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

                  (i)      The Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in aggregate principal amount of the
Outstanding Securities (pursuant to Section 5.8) relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture.

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

                  (k)      Any permissive right of the Trustee hereunder shall
not be construed to be a duty.

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<PAGE>

                  (l)      The Trustee shall not be charged with knowledge of
any Event of Default, other than as described in Section 5.1(1) or (2), unless
and except to the extent actually known by a Responsible Officer of the Trustee
or written notice thereof is received by the Trustee at its Corporate Trust
Office.

         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, and is known to the Trustee, 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, 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. Subject to the provisions of Section
4.8 and the last paragraph of Section 9.3, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for investment of or interest on any money received by it hereunder
except as otherwise agreed with the Company. Except for amounts deposited
pursuant to Article Four, so long as no Event of Default shall have occurred and
be continuing, all interest allowed on any such moneys shall be paid from time
to time to the Company upon a Company Order. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law.

         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
Statement of Eligibility and Qualification on Form T-1 supplied or to be
supplied to the Company in connection with the registration of any Securities
are and at the time of delivery will be true and accurate; and that such
Statement complies and at the time of delivery will comply with the requirements
of the Trust Indenture Act and the Securities Act, in each case, applicable to
such Statement. 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 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 90 days after the occurrence thereof.

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<PAGE>

         SECTION 6.6. REPORTS BY TRUSTEE TO HOLDERS. (a) 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.

                  (b)      The Trustee shall from time to time transmit by mail
to all Holders of Securities as provided in Section 313(c) of the Trust
Indenture Act, such reports as are required to be filed pursuant to Section
313(b) of the Trust Indenture Act.

         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, 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 reasonable 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 may be attributable to its
negligence or bad faith. 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 attorneys fees and expenses, and including taxes other than taxes
based upon, measured by or determined by the income of the Trustee), including
without limitation 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 to the extent of any claim brought by it against the Trustee
that establishes a breach by the Trustee in the observance or performance of its
duties under this Indenture)), incurred by it without negligence, willful
misconduct or bad faith arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder, including the performance of
its duties or the exercise of its powers hereunder (collectively, "Claims"). The
Trustee shall notify the Company promptly of any Claim (other than Claims made
by the Company against the Trustee) for which it may seek indemnity. The Company
may elect to defend the Claim and, in such case, 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, willful misconduct or bad faith on the part of the Trustee.

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<PAGE>

                  (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.

                  (g)      The protections, agreements and indemnities afforded
to the Trustee under this Section shall include any other agency to which it may
be appointed or with respect to which it may serve hereunder, or in respect of
any Securities under any related Board Resolution or supplemental indenture,
including but not limited to registrar, paying agent, conversion agent or
calculation agent.

         SECTION 6.9. SEPARATE TRUSTEE; REPLACEMENT OF TRUSTEE. (a) The Company
may, but need not, appoint a separate Trustee for any one or more series of
Securities. 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. In the event of an
appointment of a separate Trustee for any one or more series of Securities, the
allocation of responsibilities between the separate Trustees shall be determined
at that time.

                  (b)      The Trustee may resign at any time with respect to
the Securities of any one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.10 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition 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 any one or more series by so notifying the Trustee and the Company in
writing 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 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

                                       45

<PAGE>

                           (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 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 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

                                       46

<PAGE>

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)      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.

                  (d)      The Company shall give, or cause to be given, 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 $100,000,000. 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 Section, it shall resign immediately in the manner
and with the effect hereinafter 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.

         SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to or acquiring all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation 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, or by succession to or acquisition of
all or substantially all of the corporate trust business of, 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

                                       47

<PAGE>

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 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 or acquiring 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 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:

                                       48

<PAGE>

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

                           ________________________________________ , 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. The Company may
not merge or consolidate with or into any other Person, in a transaction in
which it is not the surviving corporation, or sell, convey, transfer or
otherwise dispose of all or substantially all of its assets to any Person,
unless (i) 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, 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 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 (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 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 to comply with any requirement of the
                           Commission or

                                       49

<PAGE>

                           otherwise in connection with the qualification of
                           this Indenture 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 change or eliminate any of the provisions of this
                           Indenture, provided 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 add guarantees with respect to any or all of the
                           Securities; or

                  (7)      to convey, transfer, assign, mortgage or pledge any
                           property to or with the Trustee; or

                  (8)      to supplement any of the provisions of this Indenture
                           to such extent as shall be necessary to permit or
                           facilitate the defeasance and discharge of any series
                           of Securities pursuant to Sections 4.1, 4.4, and 4.5;
                           provided that any such action shall not adversely
                           affect the interests of the Holders of Securities of
                           such series and any related coupons or any other
                           series of Securities in any material respect; or

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

                  (10)     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

                  (11)     to evidence and provide for the acceptance of
                           appointment hereunder by a successor or separate
                           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

                  (12)     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

                                       50

<PAGE>

                  (13)     to correct or supplement any provision herein which
                           may be inconsistent with any other provision herein
                           or to cure any ambiguity or omission or to correct
                           any mistake; or

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

         SECTION 8.2. WITH CONSENT OF HOLDERS. Without prior notice to any
Holder but 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; provided, however, that without the consent of the Holder of each
Outstanding Security adversely 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 any Place
                           of Payment where, or 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)      except to the extent provided in Section 8.1(11),
                           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, provided,
                           however, that this clause shall not be deemed to
                           require the consent of any Holders with respect to
                           changes in the references to the "Trustee" and
                           concomitant changes in this Section, in accordance
                           with the requirements of Sections 6.10(b) and
                           8.1(11);

                  (4)      release any guarantors from their guarantees of the
                           Securities, or, except as contemplated in any
                           supplemental indenture, make any change in a
                           guarantee of a Security that would adversely affect
                           the interests of the Holders; or

                  (5)      modify the ranking or priority of the Securities.

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

                                       51

<PAGE>

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

         It is not necessary under this Section 8.2 for the Holders to consent
to the particular form of any proposed supplemental indenture, 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 presented to it by the Company in compliance with this
Article 8 if such supplemental indenture does not adversely affect the Trustee's
own rights, duties or immunities under this Indenture or otherwise. In
formulating its opinion on such matters the Trustee shall be entitled to rely on
such evidence as it deems appropriate, which may be or include, without
limitation, reliance solely on an opinion or advice of its counsel.

         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.

                                       52

<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, except that
Bearer Securities of that series and the related coupons unless otherwise
specified in the Supplemental Indenture for such Series, may be presented and
surrendered for payment and conversion at the offices specified in the Security,
in London, England, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands (provided,
however, that the foregoing appointment shall not impose or imply any obligation
on the part of the Trustee to maintain any office for any such purposes other
than the Corporate Trust Office.)

         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, 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.

                                       53

<PAGE>

         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 any failure so to
act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or prior to each due date of the principal of
or any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of any 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;

                  (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. Notwithstanding anything
                           in this Section 9.3 to the contrary, the Company may
                           at any time, for the purpose of obtaining the
                           satisfaction and discharge of this Indenture, or with
                           respect to one or more series of Securities, 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

                                       54

<PAGE>

                           to the Trustee, such Paying Agent shall be released
                           from all further liability with respect to such
                           money.

         Subject to applicable abandoned property laws, any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of any principal, premium 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 (including interest income on such funds, if any), 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.

         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.

         SECTION 9.5. MAINTENANCE OF PROPERTIES. The Company will cause all
material properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as (and to the
extent) in the judgment of the Company may be necessary or appropriate in
connection with its business; provided, however, that nothing in this Section
shall prevent the Company from discontinuing the operation or maintenance of any
of such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business and not disadvantageous in any material
respect to the Holders.

         SECTION 9.6. REPORTS BY THE COMPANY. The Company covenants, at any time
at which there are Outstanding Securities of any series issued under this
Indenture:

                  (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.

                                       55

<PAGE>

         SECTION 9.7. ANNUAL REVIEW CERTIFICATE. At any time at which there are
Outstanding Securities of any series issued under this Indenture, the Company
covenants and agrees to deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, a brief certificate from the principal
executive officer, principal financial officer, or principal accounting officer
as to his or her knowledge of whether the Company is in Default 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. PAYMENT OF TAXES AND OTHER CLAIMS. At any time at which
there are Outstanding Securities of any series issued under this Indenture, the
Company will pay or discharge or cause to be paid or discharged, within 30 days
after the Company shall have received notice that the same has become delinquent
(1) all material taxes, assessments and governmental charges levied or imposed
upon the Company or any Subsidiary or upon the income, profits or property of
the Company or any Subsidiary, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a material lien upon the
property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings; provided, further,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim unless the failure to
pay or discharge such tax, assessment, charge or claim would, individually or in
the aggregate with all such failures, have a material adverse effect on the
Company and its Subsidiaries taken as a whole.

                                    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 in the applicable Board Resolution or
supplemental indenture with respect to such Series of Securities, 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 a Board Resolution. 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
of the same tenor, the Company shall, at least 60 days (45 days in the case of
redemption of all Securities of any series or of any series with the same (i)
Stated Maturity, (ii) period or periods within which, price or prices at which
and terms and conditions upon which such Securities may or shall be redeemed or
purchased, in whole or in part, at the option of the Company or pursuant to any
sinking fund or analogous provision or repayable at the option of the Holder and
(iii) rate or rates at which the Securities bear interest, if any, or formula
pursuant to which such rate or rates accrue (collectively, the "Equivalent
Principal Terms")) 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.

                                       56

<PAGE>

         SECTION 10.3. SELECTION OF SECURITIES TO BE REDEEMED. If less than all
the Securities with Equivalent Principal Terms of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities (including coupons, if any) of that series with
Equivalent Principal Terms or any integral multiple thereof) of the principal
amount of Securities (including coupons, if any) of such series with Equivalent
Principal Terms of a denomination larger than the minimum authorized
denomination for Securities of that series. Unless otherwise provided in the
terms of a particular series of Securities, the portions of the principal of
Securities so selected for partial redemption shall be equal to the minimum
authorized denomination of the Securities of such series, or an integral
multiple thereof, and the principal amount which remains outstanding shall not
be less than the minimum authorized denomination for Securities of such series.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed. 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 by first-class
mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior
to the Redemption Date, unless a shorter period is specified in the Securities
to be redeemed, to each Holder of the Securities to be redeemed.

         All notices of redemption shall state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price and the amount of accrued
                           interest, if any, to be paid;

                  (3)      if less than all the Outstanding Securities of a
                           series are to be redeemed, the identification (and,
                           in the case of partial redemption of any Securities,
                           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 of such Security 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
                           are to be surrendered for payment for the Redemption
                           Price;

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                  (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;

                  (10)     if Bearer Securities of any series are to be redeemed
                           and any Registered Securities of such series are not
                           to be redeemed and if such Bearer Securities may be
                           exchanged for Registered Securities not subject to
                           redemption on this Redemption Date pursuant to
                           Section 3.5 or otherwise, the last date, as
                           determined by the Company, on which such exchanges
                           may be made; and

                  (11)     the CUSIP number, if any, of such Securities. Notice
                           of redemption of Securities to be redeemed at the
                           election of the Company shall be given by the Company
                           or, at the Company's request, by the Trustee in the
                           name and at the expense of the Company (provided that
                           the Company prepare and provide to the Trustee the
                           form of such notice, or, if acceptable to the
                           Trustee, provides sufficient information to enable
                           the Trustee to prepare such notice, in each case on a
                           timely basis.)

         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, 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.

         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 and such Securities shall cease from and after the
Redemption Date to be entitled to any benefit or security under this Indenture,
and the Holders thereof

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shall have no right in respect of such Securities except the right to receive
the Redemption Price thereof and unpaid interest to the Redemption Date. 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, if any, to the Redemption Date; provided,
however, that unless otherwise specified as contemplated by Section 3.1,
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 and it possessions (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 pursuant to 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 only 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 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. 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

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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, 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.

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         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.

                           ADVANCED ENERGY INDUSTRIES, INC.

                           By:___________________________________
                           Title:________________________________

[Seal]

                           Attest:_______________________________
                           Title:________________________________

                           __________________________, as Trustee

                           By:___________________________________
                           Title:________________________________

[Seal]

                           Attest:_______________________________
                           Title:________________________________

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