<PAGE>



===============================================================================





                                    INDENTURE


                                     between


                             SUMMIT SECURITIES, INC.



                                       and


                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                   as Trustee




















                            Dated as of May 25, 2000




===============================================================================

<PAGE>

                             SUMMIT SECURITIES, INC.


         Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture dated as of May 25, 2000.


<TABLE>
<CAPTION>

                   TRUST INDENTURE ACT SECTION             INDENTURE SECTION
                <S>                                        <C>
                             Section 310(a)(1)             6.07
                                        (a)(2)             6.07
                                           (b)             6.07, 6.08
                                Section 312(c)             7.01
                                Section 313(a)             7.02
                                           (c)             7.02
                                Section 314(a)             7.03
                                        (a)(4)             10.09
                                        (c)(1)             1.02
                                        (c)(2)             1.02
                                           (e)             1.02
                                Section 315(b)             6.01
                Section 316(a) (last sentence)             1.01 ("Outstanding")
                                     (a)(1)(A)             5.02, 5.12
                                     (a)(1)(B)             5.13
                                           (b)             5.08
                             Section 317(a)(1)             5.03
                                        (a)(2)             5.04
                                Section 318(a)             1.11
                                           (c)             1.11

</TABLE>


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

      Attention should also be directed to Section 318(c) of the 1939 Act,
which provides that the provisions of Sections 310 to and including 317 of the
1939 Act are a part of and govern every qualified indenture, whether or not
physically contained therein.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page


                                     ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<S>               <C> <C>                                                                                      <C>
Section 1.01.     Definitions....................................................................................1
Section 1.02.     Compliance Certificates and Opinions...........................................................9
Section 1.03.     Form of Documents Delivered to Trustee........................................................10
Section 1.04.     Acts of Holders...............................................................................10
Section 1.05.     Notices, Etc., To Trustee and Company.........................................................12
Section 1.06.     Notice to Holders; Waiver.....................................................................12
Section 1.07.     Counterparts; Effect of Headings and Table of Contents........................................13
Section 1.08.     Successors and Assigns........................................................................13
Section 1.09.     Severability Clause...........................................................................13
Section 1.10.     Benefits of Indenture.........................................................................13
Section 1.11.     Governing Law.................................................................................13
Section 1.12.     Legal Holidays................................................................................14
Section 1.13.     Immunity of Stockholders, Directors, Officers and Agents of the Company.......................14
Section 1.14.     Conflict with Trust Indenture Act.............................................................14


                                   ARTICLE II

                                SECURITIES FORMS

Section 2.01.     Forms of Securities...........................................................................14
Section 2.02.     Form of Trustee's Certificate of Authentication...............................................15
Section 2.03.     Securities Issuable in Global Form............................................................15


                                    ARTICLE III

                                  THE SECURITIES

Section 3.01.     Amount Unlimited; Issuable in Series..........................................................16
Section 3.02.     Denominations.................................................................................20
Section 3.03.     Execution, Authentication, Delivery and Dating................................................20
Section 3.04.     Temporary Securities..........................................................................22
Section 3.05.     Registration, Registration of Transfer and Exchange...........................................25
Section 3.06.     Mutilated, Destroyed, Lost and Stolen Securities..............................................28
Section 3.07.     Payment of Interest; Interest Rights Reserved.................................................29
Section 3.08.     Persons Deemed Owners.........................................................................31
Section 3.09.     Cancellation..................................................................................32
Section 3.10.     Computation of Interest.......................................................................32

<PAGE>

                                    ARTICLE IV

                            SATISFACTION AND DISCHARGE

Section 4.01.     Satisfaction and Discharge of Indenture.......................................................32
Section 4.02.     Application of Trust Funds....................................................................34


                                    ARTICLE V

                                    REMEDIES

Section 5.01.     Events of Default.............................................................................34
Section 5.02.     Acceleration of Maturity; Rescission and Annulment............................................35
Section 5.03.     Collection of Indebtedness and Suits for Enforcement by Trustee...............................36
Section 5.04.     Trustee May File Proofs of Claim..............................................................37
Section 5.05.     Trustee May Enforce Claims Without Possession of Securities or Coupons........................38
Section 5.06.     Application of Money Collected................................................................38
Section 5.07.     Limitation on Suits...........................................................................39
Section 5.08.     Unconditional Rights of Holders to Receive Principal, Premium, if any, Interest and
                  Additional Amounts............................................................................39
Section 5.09.     Restoration of Rights and Remedies............................................................39
Section 5.10.     Rights and Remedies Cumulative................................................................40
Section 5.11.     Delay or Omission not Waiver..................................................................40
Section 5.12.     Control by Holders of Securities..............................................................40
Section 5.13.     Waiver of Past Defaults.......................................................................40
Section 5.14.     Waiver of Usury, Stay or Extension Laws.......................................................41
Section 5.15.     Undertaking for Costs.........................................................................41


                                    ARTICLE VI

                                    THE TRUSTEE

Section 6.01.     Notice of Defaults............................................................................41
Section 6.02.     Certain Rights of Trustee.....................................................................42
Section 6.03.     Not Responsible for Recitals or Issuance of Securities........................................43
Section 6.04.     May Hold Securities...........................................................................44
Section 6.05.     Money Held in Trust...........................................................................44
Section 6.06.     Compensation and Reimbursement................................................................44
Section 6.07.     Corporate Trustee Required; Eligibility; Conflicting Interests................................44
Section 6.08.     Resignation and Removal; Appointment of Successor.............................................45
Section 6.09.     Acceptance of Appointment by Successor........................................................46
Section 6.10.     Merger, Conversion, Consolidation or Succession to Business...................................47
Section 6.11.     Appointment of Authenticating Agent...........................................................47

                                       ii

<PAGE>

                                    ARTICLE VII

                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01.     Disclosure of Names and Addresses of Holders..................................................49
Section 7.02.     Reports by Trustee............................................................................49
Section 7.03.     Reports by Company............................................................................49
Section 7.04.     Company to Furnish Trustee Names and Addresses of Holders.....................................50


                                    ARTICLE VIII

                  CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

Section 8.01.     Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
                  Subject to Certain Conditions.................................................................50
Section 8.02.     Rights and Duties of Successor Corporation....................................................51
Section 8.03.     Officers' Certificate and Opinion of Counsel..................................................51


                                    ARTICLE IX

                              SUPPLEMENTAL INDENTURES

Section 9.01.     Supplemental Indentures Without Consent of Holders............................................52
Section 9.02.     Supplemental Indentures with Consent of Holders...............................................53
Section 9.03.     Execution of Supplemental Indentures..........................................................54
Section 9.04.     Effect of Supplemental Indenture..............................................................54
Section 9.05.     Conformity with Trust Indenture Act...........................................................54
Section 9.06.     Reference in Securities to Supplemental Indentures............................................55


                                    ARTICLE X

                                    COVENANTS

Section 10.01.    Payment of Principal, Premium, if any, Interest and Additional Amounts........................55
Section 10.02.    Maintenance of Office or Agency...............................................................55
Section 10.03.    Money for Securities Payments to be Held in Trust.............................................57
Section 10.04.    Existence.....................................................................................58
Section 10.05.    Maintenance of Properties.....................................................................58
Section 10.06.    Insurance.....................................................................................58
Section 10.07.    Payment of Taxes and Other Claims.............................................................59
Section 10.08.    Provision of Financial Information............................................................59
Section 10.09.    Statement as to Compliance....................................................................59
Section 10.10.    Additional Amounts............................................................................59
Section 10.11.    Waiver of Certain Covenants...................................................................60

                                      iii

<PAGE>

                                    ARTICLE XI

                             REDEMPTION OF SECURITIES

Section 11.01.    Applicability of Article......................................................................61
Section 11.02.    Election to Redeem; Notice to Trustee.........................................................61
Section 11.03.    Selection by Trustee of Securities to be Redeemed.............................................61
Section 11.04.    Notice of Redemption..........................................................................61
Section 11.05.    Deposit of Redemption Price...................................................................63
Section 11.06.    Securities Payable on Redemption Date.........................................................63
Section 11.07.    Securities Redeemed in Part...................................................................64


                                    ARTICLE XII

                                   SINKING FUNDS

Section 12.01.    Applicability of Article......................................................................64
Section 12.02.    Satisfaction of Sinking Fund Payments with Securities.........................................65
Section 12.03.    Redemption of Securities for Sinking Fund.....................................................65


                                    ARTICLE XIII

                         REPAYMENT AT THE OPTION OF HOLDERS

Section 13.01.    Applicability of Article......................................................................65
Section 13.02.    Repayment of Securities.......................................................................66
Section 13.03.    Exercise of Option............................................................................66
Section 13.04.    When Securities Presented for Repayment Become Due and Payable................................67
Section 13.05.    Securities Repaid in Part.....................................................................67


                                    ARTICLE XIV

                        DEFEASANCE AND COVENANT DEFEASANCE

Section 14.01.    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance........68
Section 14.02.    Defeasance and Discharge......................................................................68
Section 14.03.    Covenant Defeasance...........................................................................68
Section 14.04.    Conditions to Defeasance or Covenant Defeasance...............................................69
Section 14.05.    Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous
                  Provisions....................................................................................71

                                       iv

<PAGE>

                                    ARTICLE XV

                         MEETINGS OF HOLDERS OF SECURITIES

Section 15.01.    Purposes for Which Meetings May be Called.....................................................72
Section 15.02.    Call, Notice and Place of Meetings............................................................72
Section 15.03.    Persons Entitled to Vote At Meetings..........................................................72
Section 15.04.    Quorum; Action................................................................................72
Section 15.05.    Determination of Voting Rights, Conduct and Adjournment of Meetings...........................74
Section 15.06.    Counting Votes and Recording Action of Meetings...............................................74

EXHIBIT A             FORM OF REDEEMABLE OR NONREDEEMABLE SECURITY

EXHIBIT B-1           FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO
                      RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE
                      PRIOR TO THE EXCHANGE DATE

EXHIBIT B-2           FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CEDEL
                      S.A. IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A
                      TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST PAYABLE
                      PRIOR TO THE EXCHANGE DATE


</TABLE>


                                       v

<PAGE>




         THIS INDENTURE dated as of May 25, 2000, between SUMMIT SECURITIES,
INC., an Idaho corporation (the "Company") having its principal office at 601
West First Ave., Spokane, Washington 99201, and U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, as Trustee hereunder (the "Trustee"),
having a Corporate Trust Office at 1420 5th Avenue, 7th Floor, Seattle,
Washington 98101.

                             RECITALS OF THE COMPANY

         The Company deems it necessary to issue from time to time for its
lawful purposes debt Securities (hereinafter called the "Securities")
evidencing its indebtedness and has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the
Securities to be issued in one or more series as provided in this Indenture.

         This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended (the "TIA"), that are deemed to be incorporated into
this Indenture and shall, to the extent applicable, be governed by such
provisions.

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

         NOW, THEREFORE THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except
as otherwise expressly provided unless the context otherwise requires:

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

                  (b) all other terms used herein which are defined in the TIA,
         either directly or by reference therein have the meanings assigned to
         them therein and the terms "cash transaction" and "self-liquidating
         paper," as used in TIA Section 311 shall have the meanings assigned to
         them in the rules of the Commission adopted under the TIA;

                  (c) all accounting terms not otherwise defined herein have
         the meanings assigned to them in accordance with GAAP; and

<PAGE>

                  (d) 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.

         "ACT" when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "ADDITIONAL AMOUNTS" means any additional amounts which are required
by a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes
imposed on certain Holders and which are owing to such Holders.

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

         "AUTHENTICATING AGENT" means any authenticating agent appointed by
the Trustee pursuant to Section 6.11 to act on behalf of the Trustee to
authenticate Securities.

         "AUTHORIZED NEWSPAPER" means a newspaper, printed in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each
case on any Business Day.

         "BANKRUPTCY LAW" has the meaning specified in Section 5.01.

         "BEARER SECURITY" means any Security established pursuant to Section
2.01 which is payable to bearer.

         "BOARD OF DIRECTORS" means the board of directors of the Company, or
any committee of that board duly authorized to act hereunder.

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

         "BUSINESS DAY" when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.01, any day, other than a Saturday or Sunday, that is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or required by law, regulation or executive order to close.

                                       2

<PAGE>

         "CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or
its successor.

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

         "COMMON STOCK" means, with respect to any Person, all shares of
capital stock issued by such Person other than any Preferred Stock.

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

         "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order signed in the name of the Company by its Chairman of the
Board, the President, any Executive Vice President, any Senior Vice President
or Vice President and by its Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, and delivered to the Trustee.

         "CONVERSION EVENT" means the cessation of use of (a) 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, (b) the ECU
both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities or
(c) any currency unit (or composite currency) other than the ECU for the
purposes for which it was established.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office is located at 1420 5th Avenue, 7th Floor, Seattle,
Washington 98101.

         "CORPORATION" includes corporations, associations, companies and
business trusts.

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

         "CUSTODIAN" has the meaning specified in Section 5.01.

         "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

         "DOLLAR" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts.

         "ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.

                                       3

<PAGE>

         "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor as operator of the Euroclear System.

         "EUROPEAN COMMUNITIES" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

         "EUROPEAN MONETARY SYSTEM" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the
European Communities.

         "EVENT OF DEFAULT" has the meaning specified in Article V.

         "FISCAL YEAR" means the fiscal year of the Company, which begins on
October 1, and ends on September 30 of the following calendar year.

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

         "GAAP" means generally accepted accounting principles, as in effect
from time to time, as used in the United States applied on a consistent basis.

         "GLOBAL SECURITY" means a security evidencing all or a part of a
series of Securities issued to and registered in the name of the depositary
for such series, or its nominee, in accordance with Section 3.05, and bearing
the legend prescribed in Section 2.03.

         "GOVERNMENT OBLIGATIONS" means securities which are (a) direct
obligations of the United States or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (b) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality
of the United States or such government which issued the Foreign Currency in
which the Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States or such other government, 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, however, that (except
as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository receipt from any
amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.

         "HOLDER" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case
of a Bearer Security, the bearer thereof and, when used with respect to any
coupon, shall mean the bearer thereof.

                                       4

<PAGE>

         "INDENTURE" means this instrument as originally executed or as it may
be supplemented or amended from time to time 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 established as
contemplated by Section 3.01; provided, however, that, if at any time more
than one Person is acting as Trustee under this instrument, "Indenture" shall
mean, with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or as it may be
supplemented or amended from time to time by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the, or those, particular series of Securities
for which such Person is Trustee established as contemplated by Section 3.01,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is 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.

         "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, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 10.10,
includes such Additional Amounts.

         "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, notice of redemption, notice of option to
elect repayment or otherwise.

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board of Directors, the President, any Executive Vice President, any
Senior Vice President or Vice President and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the
Company and who shall be satisfactory to the Trustee.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.02.

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

                                       5

<PAGE>

                  (a) securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (b) securities, or portions thereof, for whose payment or
         redemption (including repayment at the option of the Holder) money 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, however, that, if such Securities are
         to be redeemed, notice of such redemption has been duly given pursuant
         to this Indenture or provision therefor satisfactory to the Trustee
         has been made;

                  (c) securities, except to the extent provided in Sections
         14.02 and 14.03, with respect to which the Company has effected
         defeasance and/or covenant defeasance as provided in Article XIV;

                  (d) securities which have been paid pursuant to Section 3.06
         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; and

                  (e) securities converted into Common Stock or Preferred Stock
         pursuant to or in accordance with this Indenture if the terms of such
         Securities provide for convertibility pursuant to Section 3.01;

provided, however, that 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 are present
at a meeting of Holders for quorum purposes, and for the purpose of making the
calculation required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security 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 5.02, (ii) the principal amount of any Security
denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to
Section 3.01 as of the date such Security is originally issued by the Company,
of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent as or such date of original issuance of the
amount determined as provided in clause (i) above) of such Security, (iii) 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, unless otherwise provided with respect to such Security
pursuant to Section 3.01, and (iv) Securities owned by the Company or of 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

                                       6

<PAGE>

whether the Trustee shall be protected in making such calculation or in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities owned as provided in clause (iv) above
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 (and premium, if any) or interest on any Securities or Coupons on
behalf of the Company.

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

         "PLACE OF PAYMENT" when used with respect to the Securities of or
within any series, means the place or places where the principal of (and
premium, if any) and interest on such Securities are payable as specified as
contemplated by Sections 3.01 and 10.02.

         "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 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or
a Security to which a mutilated, destroyed, lost or stolen coupon appertains
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security or the Security to which the mutilated, destroyed, lost or
stolen coupon appertains.

         "PREFERRED STOCK" means, with respect to any Person, all capital
stock, if any, issued by such Person that are entitled to a preference or
priority over any other capital stock issued by such Person with respect to
any distribution of such Person's assets, whether by dividend or upon any
voluntary or involuntary liquidation, dissolution or winding up.

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

         "REGISTERED SECURITY" shall mean any Security which is registered in
the Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the
date specified for that purpose as contemplated by Section 3.01, whether or
not a Business Day.

         "REPAYMENT DATE" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

                                       7

<PAGE>

         "RESPONSIBLE OFFICER" when used with respect to the Trustee, means
the chairman or vice chairman of the board of directors, the chairman or vice
chairman of the executive committee of the board of directors, the president,
any vice president (whether or not designated by a number or a word or words
added before or after the title "vice president"), the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the
controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above-designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer's knowledge
and familiarity with the particular subject.

         "SECURITY" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; provided, however, that, if
at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this
Indenture and shall more particularly mean Securities authenticated and
delivered under this Indenture, exclusive, however, of Securities of any
series as to which such Person is not Trustee.

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

         "SIGNIFICANT SUBSIDIARY" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X promulgated
under the Securities Act of 1933, as amended) of the Company.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on
the Registered Securities of or within any series means a date fixed by the
Company pursuant to Section 3.07.

         "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 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 a corporation a majority of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries of the Company. For the purposes of this definition,
"voting stock" means stock having voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

         "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
as amended and as in force at the date as of which this Indenture was
executed, except as provided in Section 9.05.

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

                                       8

<PAGE>

"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

         "UNITED STATES" means, unless otherwise specified with respect to any
Securities pursuant to Section 3.01, the United States of America (including
the states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

         "UNITED STATES PERSON" means, unless otherwise specified with respect
to any Securities pursuant to Section 3.01, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

         "YIELD TO MATURITY" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such
Security in accordance with generally accepted United States bond yield
computation principles.

         SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS . Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel to the effect that, in the opinion of such counsel,
all such conditions precedent, if any, have been complied with, except that in
the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 10.09) shall include:

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

                  (b) 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;

                  (c) 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

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

                                       9

<PAGE>

         SECTION 1.03. 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 as to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations 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 as to such factual matters is in the
possession of the Company, unless such counsel knows that the certificate,
opinion or representations as to such matters are erroneous.

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

         SECTION 1.04. ACTS OF HOLDERS. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders of the Outstanding Securities of all series or
one or more series, as the case may be, may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders
in person or by agents duly appointed in writing. If Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
XV, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section 1.04. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 15.06.

         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

                                       10

<PAGE>

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

         The ownership of Registered Securities shall be proved by the
Security Register. As to any matter relating to beneficial ownership interests
in any Global Security, the appropriate depositary's records shall be
dispositive for purposes of this Indenture.

         The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (a) another certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced
or (b) such Bearer Security is produced to the Trustee by some other Person or
(c) such Bearer Security is surrendered in exchange for a Registered Security
or (d) 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.

         If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do
so. Notwithstanding TIA Section 316(c), such record date shall be the record
date specified in or pursuant to such Board Resolution, which shall be a date
not earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such
solicitation is completed. 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 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 have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and
for that purpose the Outstanding Securities shall be computed as of such
record date; provided, however, that no such authorization, agreement or
consent by the Holders on such record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later
then eleven months after the record date.

         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

                                       11

<PAGE>

thereof in respect of anything done, omitted or suffered to be done by the
Trustee, any Security Registrar, any Paying Agent, any Authenticating Agent or
the Company in reliance thereon, whether or not notation of such action is
made upon such Security.

         SECTION 1.05. 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:

                  (a) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at the address of its
         Corporate Trust Office specified in the first paragraph of this
         Indenture, Attention: Corporate Trust Department;

                  (b) 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 the address of its
         principal office specified in the first paragraph of this Indenture or
         at any other address previously furnished in writing to the Trustee by
         the Company, Attention: Chief Financial Officer (with a copy to the
         Company's general counsel); or

                  (c) either the Trustee or the Company, by the other party
         shall be sufficient for every purpose hereunder if given by facsimile
         transmission, receipt confirmed by telephone followed by an original
         copy delivered by guaranteed overnight courier; if to the Trustee at
         facsimile number (206) 344-4630; and if to the Company at facsimile
         number (509) 835-2758.

         SECTION 1.06. NOTICE TO HOLDERS; WAIVER. Where this Indenture
provides for notice of any event to Holders of Registered Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein 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 Security Register, not later than the latest date, and not
earlier than the earliest date, if any, prescribed for the giving of such
notice. In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided
herein. Any notice mailed to a Holder in the manner herein prescribed shall be
conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice.

         If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

         Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 3.01, where this Indenture
provides for notice to Holders of Bearer

                                       12

<PAGE>

Securities of any event, such notice shall be sufficiently given if published
in an Authorized Newspaper in the City of New York and the City of Seattle and
in such other city or cities as may be specified in such Securities on a
Business Day, such publication to be not later than the latest date, and not
earlier than the earliest date, if any, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.

         If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as
provided above, then such notification to Holders of Bearer Securities as
shall be given with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither the failure to
give notice by publication to any particular Holder of Bearer Securities as
provided above, 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 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 the 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 1.07. COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF CONTENTS.
This Indenture may be executed in any number of counterparts, each of which
when executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Indenture. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 1.08. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

         SECTION 1.09. SEVERABILITY CLAUSE. In case any provision in this
Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         SECTION 1.10. BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Securities or coupons, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder and the Holders any
benefit or any legal or equitable right, remedy or claim under this Indenture.

         SECTION 1.11. GOVERNING LAW. This Indenture and the Securities and
coupons shall be governed by and construed in accordance with the law of the
State of [WASHINGTON] applicable

                                       13

<PAGE>

to agreements made and to be performed therein. This Indenture is subject to
the provisions of the TIA that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.

         SECTION 1.12. LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date, Repayment Date, Stated Maturity or Maturity of any
Security or the last date on which a Holder has the right to convert or
exchange a Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security or
coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment
of interest or any Additional Amounts or principal (and premium, if any) or
conversion or exchange of such security need not be made at such Place of
Payment on such date, but (except as otherwise provided in the supplemental
indenture with respect to such Security) may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if
made on the Interest Payment Date, Redemption Date, Repayment Date or at the
Stated Maturity or Maturity, or on such last day of conversion or exchange,
provided that no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date, Repayment Date,
sinking fund payment date, Stated Maturity or Maturity, as the case may be.

         SECTION 1.13. IMMUNITY OF STOCKHOLDERS, DIRECTORS, OFFICERS AND
AGENTS OF THE COMPANY. No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any past, present or
future stockholder, employee, officer or director, as such, of the Company or
of any successor, either directly or through the Company or any successor,
under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders and as part of the consideration
for the issue of the Securities.

         SECTION 1.14. CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required or deemed to be included in this Indenture by any of the provisions
of the Trust Indenture Act, such required 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.

                                   ARTICLE II

                                SECURITIES FORMS

         SECTION 2.01. FORMS OF SECURITIES. The Registered Securities, if any,
of each series and the Bearer Securities, if any, of each series and related
coupons shall be substantially in the form of Exhibit A hereto or in such
other form as shall be established in one or more indentures supplemental
hereto or approved from time to time by or pursuant to a Board Resolution in
accordance with Section 3.01, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or any indenture supplemental

                                       14

<PAGE>

hereto, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

         Unless otherwise specified as contemplated by Section 3.01, Bearer
Securities shall have interest coupons attached.

         Subject to Section 3.04, the definitive Securities and coupons shall
be printed, lithographed or engraved, or produced by any combination of these
methods, on a steel engraved border or steel engraved borders or mechanically
reproduced on safety paper or may be produced in any other manner, all as
determined by the officers of the Company executing such Securities or
coupons, as evidenced by their execution of such Securities or coupons.

         SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
Subject to Section 6.11, the Trustee's certificate of authentication shall be
in substantially the following form:

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

                               U.S. BANK TRUST NATIONAL
                               ASSOCIATION, as Trustee



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

         SECTION 2.03. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or
within a series are issuable in the form of one or more Global Securities,
then, notwithstanding clause (h) of Section 3.01 and the provisions of Section
3.02, any such Global Security or Securities may provide that it or they shall
represent the aggregate amount of all Outstanding Securities of such series
(or such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be
increased or decreased to reflect exchanges. Any endorsement of any Global
Security to reflect the amount, or any increase or decrease in the amount, or
changes in the rights of Holders thereof, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner or by such
Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 3.03 or 3.04. Subject to the
provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee shall
deliver and redeliver any Global Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified therein
or in the applicable Company Order. If a Company Order pursuant to Section
3.03 or 3.04 has been, or simultaneously is, delivered, any instructions by
the Company with respect to endorsement or delivery or redelivery

                                       15

<PAGE>

of a Global Security shall be in writing but need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel.

         The provisions of the last sentence of Section 3.03 shall apply to
any Security represented by a Global Security if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Global Security together with written instructions (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of
Section 3.03.

         Notwithstanding the provisions of Section 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and any
premium and interest on any Global Security shall be made to the Person or
Persons specified therein.

         Notwithstanding the provisions of Section 3.08 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent Global Security (a) in the
case of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form or (b) in the case of a permanent
Global Security in bearer form, Euroclear or CEDEL.

         Any Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

         This Security is a Global Security within the meaning set
         forth in the Indenture hereinafter referred to and is
         registered in the name of a Depositary or a nominee of a
         Depositary. This Security is exchangeable for Securities
         registered in the name of a person other than the
         Depositary or its nominee only in the limited
         circumstances described in the Indenture, and may not be
         transferred except as a whole by the Depositary to a
         nominee of the Depositary or by a nominee of the
         Depositary to the Depositary or another nominee of the
         Depositary or by the Depositary or its nominee to a
         successor Depositary or its nominee.

                                   ARTICLE III

                                 THE SECURITIES

         SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 3.03, set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

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

                                       16

<PAGE>

                  (b) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for 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 3.04, 3.05, 3.06, 9.06,
         11.07 or 13.05);

                  (c) the date or dates, or the method by which such date or
         dates will be determined, on which the principal of the Securities of
         the series shall be payable;

                  (d) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method by which such rate or rates
         shall be determined, 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 such interest will be payable and
         the Regular Record Date, if any, for the interest payable on any
         Registered Security on any Interest Payment Date, or the method by
         which such date shall be determined, and the basis upon which interest
         shall be calculated if other than that of a 360-day year of twelve
         30-day months;

                  (e) the place or places where the principal of (and premium,
         if any), interest, if any, on, and Additional Amounts, if any, payable
         in respect of, Securities of the series shall be payable, any
         Securities of the series may be surrendered for registration of
         transfer, exchange or conversion (each to the extent applicable) and
         notices or demands to or upon the Company in respect of the Securities
         of the series and this Indenture may be served;

                  (f) the period or periods within which, the price or prices
         at which, the currency or currencies, currency unit or units or
         composite currency or currencies in which, and other terms and
         conditions upon which Securities of the series may be redeemed, in
         whole or in part, at the option of the Company, if the Company is to
         have the option;

                  (g) the obligation, if any, of the Company to redeem, repay
         or purchase Securities of the series pursuant to any sinking fund or
         analogous provision or at the option of a Holder thereof, and the
         period or periods within which or the date or dates on which, the
         price or prices at which, the currency or currencies, currency unit
         or units or composite currency or currencies in which, and other
         terms and conditions upon which Securities of the series shall be
         redeemed, repaid or purchased, in whole or in part, pursuant to such
         obligation;

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

                  (i) if other than the Trustee, the identity of each Security
         Registrar and/or Paying Agent;

                  (j) the price (expressed as a percentage of the principal
         amount thereof or otherwise) at which the Securities of the series
         will be issued and, if other than the

                                       17

<PAGE>

         principal amount thereof, the portion of the principal amount of
         Securities of the series that shall be payable upon declaration of
         acceleration of the Maturity thereof pursuant to Section 5.02 or, if
         applicable, the portion of the principal amount of Securities of the
         series that is convertible in accordance with the provisions of this
         Indenture, or the method by which such portion shall be determined;

                  (k) if other than Dollars, the Foreign Currency or currencies
         in which payment of the principal of (and premium, if any) and
         interest or Additional Amounts, if any, on the Securities of the
         series shall be payable or in which the Securities of the series
         shall be denominated, the manner of determining the equivalent
         thereof in Dollars for purposes of the definition of "Outstanding" in
         Section 1.01 and other terms and conditions relating to this
         subparagraph (k);

                  (l) whether the amount of payments of principal of (and
         premium, if any) or interest, if any, on the Securities of the series
         may be determined with reference to an index, formula or other method
         (which index, formula or method may be based, without limitation, on
         one or more currencies, currency units, composite currencies,
         commodities, equity indices or other indices), and the manner in which
         such amounts shall be determined;

                  (m) whether the principal of (and premium, if any) or
         interest or Additional Amounts, if any, on the Securities of the
         series are to be payable, at the election of the Company or a Holder
         thereof, in a currency or currencies, currency unit or units or
         composite currency or currencies other than that in which such
         Securities are denominated or stated to be payable, the period or
         periods within which, and the terms and conditions upon which, such
         election may be made, and the time and manner of, and identity of the
         exchange rate agent with responsibility for, determining the exchange
         rate between the currency or currencies, currency unit or units or
         composite currency or currencies in which such Securities are
         denominated or stated to be payable and the currency or currencies,
         currency unit or units or composite currency or currencies in which
         such Securities are to be so payable;

                  (n) provisions, if any, granting special rights to the
         Holders of Securities of the series upon the occurrence of such
         events as may be specified and the provisions, if any, relating to
         the subordination of the Securities of the series to other
         obligations of the Company;

                  (o) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company with respect to
         Securities of the series, whether or not such Events of Default or
         covenants are consistent with the Events of Default or covenants set
         forth herein, and any change in the right of any trustee or any of the
         Holders to declare the principal amount of any such Securities due and
         payable;

                  (p) whether Securities of the series are to be issuable as
         Registered Securities, Bearer Securities (with or without coupons) or
         both, any restrictions applicable to the offer, sale or delivery of
         Bearer Securities and the terms upon which Bearer Securities of

                                       18

<PAGE>

         the series may be exchanged for Registered Securities of the series
         and vice versa (if permitted by applicable laws and regulations),
         whether any Securities of the series are to be issuable initially in
         temporary global form and whether any Securities of the series are to
         be issuable in permanent global form with or without coupons and, if
         so, whether beneficial owners of interests in any such permanent
         Global Security may exchange such interests for Securities of such
         series and of like tenor of any authorized form and denomination and
         the circumstances under which any such exchanges may occur, if other
         than in the manner provided in Section 3.05, and, if Registered
         Securities of the series are to be issuable as a Global Security, the
         identity of the depositary for such series;

                  (q) the date as of which any Bearer Securities of the series
         and any temporary Global Security representing Outstanding Securities
         of the series shall be dated if other than the date of original
         issuance of the first Security of the series to be issued;

                  (r) the Person to whom any interest on any Registered
         Security of the series shall be payable, if other than 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, the manner in which, or the Person to whom, any
         interest on any Bearer Security of the series shall be payable, if
         otherwise than upon presentation and surrender of the coupons
         appertaining thereto as they severally mature, and the extent to
         which, or the manner in which, any interest payable on a temporary
         Global Security on an Interest Payment Date will be paid if other
         than in the manner provided in Section 3.04;

                  (s) the applicability, if any, of Sections 14.02 and/or 14.03
         to the Securities of the series and any provisions in modification of,
         in addition to or in lieu of any of the provisions of Article XIV;

                  (t) if the Securities of such series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security of such series) only upon receipt of certain
         certificates or other documents or satisfaction of other conditions,
         then the form and/or terms of such certificates, documents or
         conditions;

                  (u) if the Securities of the series are to be issued upon the
         exercise of warrants, the time, manner and place for such Securities
         to be authenticated and delivered;

                  (v) whether and under what circumstances the Company will pay
         Additional Amounts as contemplated by Section 10.10 on the Securities
         of the series to any Holder who is not a United States Person
         (including any modification to the definition of such term) in respect
         of any tax, assessment or governmental charge 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);

                  (w) the obligation, if any, of the Company to permit the
         conversion of the Securities of such series into the Company's Common
         Stock or Preferred Stock, as the case may be, and the terms and
         conditions upon which such conversion shall be effected

                                       19

<PAGE>

         (including, without limitation, the initial conversion price or rate,
         the conversion period, any adjustment of the applicable conversion
         price and any requirements relative to the reservation of such shares
         for purposes of conversion) and applicable limitations on the
         ownership or transferability of the Common Stock or Preferred Stock
         into which such Securities are convertible;

                  (x) the  provisions,  if any,  relating to any security
         provided for the  Securities of the series; and

                  (y) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 3.03) and set forth in such Officers' Certificate or in any such
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.

         If any of the terms of the Securities of any series are established
by action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or before
the delivery of the Officers' Certificate setting forth the terms of the
Securities of such series.

         SECTION 3.02. DENOMINATIONS. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by
Section 3.01. With respect to Securities of any series denominated in Dollars,
in the absence of any such provisions with respect to the Securities of any
series, the Securities of such series, other than Securities issued in global
form (which may be of any denomination), shall be issuable in denominations of
$1,000 and any integral multiple thereof.

         SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman of the Board, its President or one of its
Executive or Senior Vice Presidents, under its corporate seal reproduced
thereon, and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities and coupons may be
manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.

         Securities or 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 before the authentication and delivery of such Securities
or did not hold such offices at the date of such Securities or coupons.

                                       20

<PAGE>

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together
with any coupon appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed
or otherwise delivered to any location in the United States; and provided
further that, unless otherwise specified with respect to any series of
Securities pursuant to Section 3.01, a Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate to Euroclear or CEDEL,
as the case may be, in the form set forth in Exhibit B-1 to this Indenture or
such other certificate as may be specified with respect to any series of
Securities pursuant to Section 3.01, dated no earlier than 15 days before the
earlier of the date on which such Bearer Security is delivered and the date on
which any temporary Security first becomes exchangeable for such Bearer
Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section 3.03 and Section 3.04, the
notation of a beneficial owner's interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary Global Security
shall be deemed to be delivery in connection with its original issuance of
such beneficial owner's interest in such permanent Global Security. Except as
permitted by Section 3.06, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and cancelled.

         If all the Securities of any series are not to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall
be fully protected in relying upon:

                  (a)      an Opinion of Counsel stating that:

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

                           (ii) the terms of such Securities and any coupons
                  have been established in conformity with the provisions of
                  this Indenture; and

                           (iii) such Securities, together with any coupons
                  appertaining thereto, when completed by appropriate
                  insertions and executed and delivered by the Company to the
                  Trustee for authentication in accordance with this
                  Indenture, authenticated and delivered by the Trustee in
                  accordance with this Indenture and issued by the Company in
                  the manner and subject to any conditions specified in such
                  Opinion of Counsel, will constitute legal, valid and binding
                  obligations of the Company, enforceable in accordance with
                  their terms, subject to applicable

                                       21

<PAGE>

                  bankruptcy, insolvency, fraudulent transfer, reorganization
                  and other similar laws of general applicability relating to
                  or affecting the enforcement of creditors' rights generally
                  and to general equitable principles; and

                  (b) an Officers' Certificate stating that all conditions
         precedent provided for in this Indenture relating to the issuance of
         the Securities have been complied with and that, to the best of the
         knowledge of the signers of such certificate, no Event of Default with
         respect to any of the Securities shall have occurred and be
         continuing.

         If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate otherwise
required pursuant to Section 3.01 or a Company Order, or an Opinion of Counsel
or an Officers' Certificate otherwise required pursuant to the preceding
paragraph at the time of issuance of each Security of such series, but such
order, opinion and certificates, with appropriate modifications to cover such
future issuances, shall be delivered at or before the time of issuance of the
first Security of such series.

         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 3.01.

         No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Notwithstanding
the foregoing, if any Security (including a Global 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 3.09 together with a written statement
(which need not comply with Section 1.02 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
never be entitled to the benefits of this Indenture.

         SECTION 3.04. 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 which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if
authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions,

                                       22

<PAGE>

substitutions and other variations as the officers executing such Securities
may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities
may be in global form.

         Except in the case of temporary Securities (which shall be exchanged
as otherwise provided herein or as otherwise provided in or pursuant to a
Board Resolution), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the 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 in a Place of
Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series
(accompanied by any nonmatured 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; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security;
and provided further that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the
conditions set forth in Section 3.03. 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.

         Unless otherwise provided in or pursuant to a Board Resolution, the
following provisions of this Section 3.04 shall govern the exchange of
temporary Securities other than through the facilities of The Depository Trust
Company ("DTC"). If any such temporary Security is issued in global form, then
such temporary Global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the
"Common Depositary"), for the benefit of Euroclear and CEDEL, for credit to
the respective accounts of the beneficial owners of such Securities (or to
such other accounts as they may direct).

         Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary
Global Security (the "Exchange Date"), the Company shall deliver to the
Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary Global Security, executed by the Company.
On or after the Exchange Date, such temporary Global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company's agent
for such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge, and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary Global Security, an
equal aggregate principal amount of definitive Securities of the same series
of authorized denominations and of like tenor as the portion of such temporary
Global Security to be exchanged. The definitive Securities to be delivered in
exchange for any such temporary Global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated by Section
3.01, and, if any combination thereof is so specified, as requested by the
beneficial owner thereof; provided, however, that, unless otherwise specified
in such temporary Global Security, upon such presentation by the Common
Depositary, such temporary Global Security is accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by Euroclear as to the

                                       23

<PAGE>

portion of such temporary global security held for its account then to be
exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by CEDEL as to the portion of such temporary Global Security held for
its account then to be exchanged, each in the form set forth in Exhibit B-2 to
this Indenture or in such other form as may be established pursuant to Section
3.01; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary Global Security only in
compliance with the requirements of Section 3.03.

         Unless otherwise specified in such temporary Global Security, the
interest of a beneficial owner of Securities of a series in a temporary Global
Security shall be exchanged for definitive Securities of the same series and
of like tenor following the Exchange Date when the account holder instructs
Euroclear or CEDEL, as the case may be, to request such exchange on his behalf
and delivers to Euroclear or CEDEL, as the case may be, a certificate in the
form set forth in Exhibit B-1 to this Indenture (or in such other form as may
be established pursuant to Section 3.01), dated no earlier than 15 days prior
to the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless
otherwise specified in such temporary Global Security, any such exchange shall
be made free of charge to the beneficial owners of such temporary Global
Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in
exchange for any portion of a temporary Global Security shall be delivered
only outside the United States.

         Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of the same series and
of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 3.01, interest payable on a
temporary Global Security on an Interest Payment Date for Securities of such
series occurring prior to the applicable Exchange Date shall be payable to
Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear
and CEDEL to the Trustee of a certificate or certificates in the form set
forth in Exhibit B-2 to this Indenture (or in such other forms as may be
established pursuant to Section 3.01), for credit without further interest on
or after such Interest Payment Date to the respective accounts of Persons who
are the beneficial owners of such temporary Global Security on such Interest
Payment Date and who have each delivered to Euroclear or CEDEL, as the case
may be, a certificate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in the form set forth in
Exhibit B-1 to this Indenture (or in such other forms as may be established
pursuant to Section 3.01). Notwithstanding anything to the contrary herein
contained, the certifications made pursuant to this paragraph shall satisfy
the certification requirements of the preceding two paragraphs and of the
third paragraph of Section 3.03 and the interests of the Persons who are the
beneficial owners of the temporary Global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same
series and of like tenor on the Exchange Date or the date of certification if
such date occurs after the Exchange Date, without further act or deed by such
beneficial owners. Except as otherwise provided in this paragraph, no payments
of principal or interest owing with respect to a beneficial interest in a
temporary Global Security

                                       24

<PAGE>

will be made unless and until such interest in such temporary Global Security
shall have been exchanged for an interest in a definitive Security. Any
interest so received by Euroclear and CEDEL and not paid as herein provided
shall be returned to the Trustee prior to the expiration of two years after
such Interest Payment Date in order to be repaid to the Company.

         SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Company shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency of the Company in a Place of Payment 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 "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of
Securities. The Security Register shall be in written form or any other form
capable of being converted into written form within a reasonable time. The
Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Securities and transfers
of Securities on such Security Register as herein provided. If the Trustee
shall cease to be Security Registrar, it shall have the right to examine the
Security Register at all reasonable times.

         Subject to the provisions of this Section 3.05, upon surrender for
registration of transfer of any Registered Security of any series at any
office or agency of the Company 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 Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.

         Subject to the provisions of this Section 3.05, at the option of the
Holder, Securities of any series may be exchanged for other Securities of the
same series, of any authorized denomination or denominations and of a like
aggregate principal amount, containing identical terms and provisions, upon
surrender of the Securities to be exchanged at any such office or agency.
Whenever any such Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive. Unless otherwise
specified with respect to any series of Securities as contemplated by Section
3.01, Bearer Securities may not be issued in exchange for Securities.

         If (but only if) permitted by the applicable Board Resolution and
(subject to Section 3.03) set forth in the applicable Officers' Certificate,
or in any indenture supplemental hereto, delivered as contemplated by Section
3.01, at the option of the Holder, Bearer Securities of any series may be
exchanged for Securities of the same series of any authorized denominations
and of a like aggregate principal amount and tenor, 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, any such permitted
exchange may be effected if the Bearer Securities are accompanied by payment
in funds acceptable to the Company 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

                                       25

<PAGE>

and the Trustee if there is furnished to them such security or indemnity as
they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 10.02, 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 a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (a) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest
Payment Date or (b) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the
case may be, 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. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any permanent Global Security shall be
exchangeable only as provided in this paragraph. If the depositary for any
permanent Global Security is DTC, then, unless the terms of such Global
Security expressly permit such Global Security to be exchanged in whole or in
part for definitive Securities, a Global Security may be transferred, in whole
but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or
to a successor to DTC for such Global Security selected or approved by the
Company or to a nominee of such successor to DTC. If at any time DTC notifies
the Company that it is unwilling or unable to continue as depositary for the
applicable Global Security or Securities or if at any time DTC ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, if so required by applicable law or regulation, the Company shall
appoint a successor depositary with respect to such Global Security or
Securities. If (a) a successor depositary for such Global Security or
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or
ineligibility, (b) an Event of Default has occurred and is continuing and the
beneficial owners representing a majority in principal amount of the
applicable series of Securities represented by such Global Security or
Securities advise DTC to cease acting as depositary for such Global Security
or Securities or (c) the Company, in its sole discretion, determines at any
time that all Outstanding Securities (but not less than all) of any series
issued or issuable in the form of one or more Global Securities shall no
longer be represented by such Global Security or Securities, then the Company
shall execute, and the Trustee shall authenticate and deliver, definitive
Securities of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global
Security or Securities. If any beneficial owner of an interest in a permanent
Global Security is otherwise entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by

                                       26

<PAGE>

Section 3.01 and provided that any applicable notice provided in the permanent
Global Security shall have been given, then without unnecessary delay but in
any event not later than the earliest date on which such interest may be so
exchanged, the Company shall execute, and the Trustee shall authenticate and
deliver, definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such permanent Global
Security. On or after the earliest date on which such interests may be so
exchanged, such permanent Global Security shall be surrendered for exchange by
DTC or such other depositary as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose;
provided, however, that no such exchanges may occur during a period beginning
at the opening of business 15 days before any selection of Securities to be
redeemed and ending on the relevant Redemption Date if the Security for which
exchange is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a
permanent Global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a permanent Global Security after the close of business at
the office or agency where such exchange occurs 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 the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, 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 such Registered Security, but will be payable
on such Interest Payment Date or proposed date for payment, as the case may
be, only to the Person to whom interest in respect of such portion of such
permanent Global Security is payable in accordance with the provisions of this
Indenture.

         All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Company, evidencing the
same debt, and 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 or redemption shall (if so required by the Company
or the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer (including evidence of title and identity) in form
satisfactory to the Company, the Trustee, the Company's designated agent (if
any) and the Security Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 3.04, 9.06, 11.07 or 13.05 not
involving any transfer.

         The Company or the Trustee, as applicable, shall not be required to
(a) issue, register the transfer of or exchange any Security if such Security
may be among those selected for redemption during a period beginning at the
opening of business 15 days before date of mailing of the relevant notice of
redemption and ending at the close of business on (i) if such Securities are
issuable only as Registered Securities, the date of the mailing of the
relevant notice of

                                       27

<PAGE>

redemption and (ii) if such Securities are issuable as Bearer Securities, the
day of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the date of mailing of the relevant notice of redemption, or (b)
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (c)
exchange any Bearer Security so selected for redemption, except that such
Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided, however, that such Registered Security shall be
simultaneously surrendered for redemption or (d) issue, register the transfer
of or exchange any Security which has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Security not to be
so repaid.

         SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
any mutilated Security or a Security with a mutilated coupon appertaining to
it is surrendered to the Trustee or the Company, together with, in proper
cases, such security or indemnity as may be required by the Company or the
Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new 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 surrendered Security.

         If there shall be delivered to the Company and to the Trustee (a)
evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon and (b) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute
and upon its request 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 new 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 such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains.

         Notwithstanding the provisions of the previous two paragraphs, 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, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains, pay
such Security or coupon; provided, however, that payment of principal of (and
premium, if any), any interest on and any Additional Amounts with respect to
Bearer Securities shall, except as otherwise provided in Section 10.02, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.01, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

                                       28

<PAGE>

         Upon the issuance of any new Security under this Section 3.06, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security of any series with its coupons, if any, issued
pursuant to this Section 3.06 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 coupons, 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 3.06 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 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS RESERVED. Except
as otherwise specified with respect to a series of Securities in accordance
with the provisions of Section 3.01, interest on any Registered Security that
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 of the Company
maintained for such purpose pursuant to Section 10.02; provided, however, that
each installment of interest on any Registered Security may at the Company's
option be paid by (a) mailing a check for such interest, payable to or upon
the written order of the Person entitled thereto pursuant to Section 3.08, to
the address of such Person as it appears on the Security Register or (b) wire
transfer to an account maintained by the payee located inside the United
States.

         Unless otherwise provided as contemplated by Section 3.01 with
respect to the Securities of any series, payment of interest may be made, in
the case of a Bearer Security, by transfer to an account maintained by the
payee with a bank located outside the United States.

         Unless otherwise provided as contemplated by Section 3.01, every
permanent Global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the case
may be, with respect to that portion of such permanent Global Security held
for its account by Cede & Co. or the Common Depositary, as the case may be,
for the purpose of permitting such party to credit the interest received by it
in respect of such permanent Global Security to the accounts of the beneficial
owners thereof.

         In case a Bearer Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any Regular Record
Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will
not be payable on such Interest Payment Date in respect of the Registered
Security issued in exchange for such

                                       29

<PAGE>

Bearer Security, but will be payable only to the Holder of such coupon when
due in accordance with the provisions of this Indenture.

         Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 3.01, any interest on any
Registered Security of any series that 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 registered Holder
thereof on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its
election, in each case as provided in clause (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the 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 notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Registered Security of such
         series and the date of the proposed payment (which shall not be less
         than 20 days after such notice is received by the Trustee), and at
         the same time the Company shall deposit with the Trustee an amount of
         money in the currency or currencies, currency unit or units or
         composite currency or currencies in which the Securities of such
         series are payable (except as otherwise specified pursuant to Section
         3.01 for the Securities of such series) equal to the aggregate amount
         proposed to be paid in respect of such Defaulted Interest or shall
         make arrangements satisfactory to the Trustee for such deposit on or
         prior to the date of the proposed payment, such money when deposited
         to be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this clause 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 Securities of such
         series at his address as it appears in the Security Register not less
         than 10 days prior to such Special Record Date. The Trustee may, in
         its discretion, in the name and at the expense of the Company, cause
         a similar notice to be published at least once in an Authorized
         Newspaper in each Place of Payment, but such publications shall not
         be a condition precedent to the establishment of such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and
         the Special Record Date therefor having been mailed as aforesaid,
         such Defaulted Interest shall be paid to the Persons in whose names
         the 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 (b). In case a Bearer Security of any series is surrendered at
         the office or agency in a Place of Payment for such series in
         exchange for a Registered Security of such series after the close of
         business at such office or agency on any Special Record Date and
         before the opening of business at such office or agency on the
         related proposed date for payment of Defaulted Interest, such Bearer
         Security shall be

                                       30

<PAGE>

         surrendered without the coupon relating to such proposed date of
         payment and Defaulted Interest will not be payable on such proposed
         date of payment 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.

                  (b) The Company may make payment of any Defaulted Interest on
         the Securities of any series in any other lawful manner not
         inconsistent with the requirements of any Securities exchange on which
         such 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
         or the proposed payment pursuant to this clause, such manner of
         payment shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section 3.07 and Section
3.05, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.

         SECTION 3.08. PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any), and
(subject to Sections 3.05 and 3.07) interest on, such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security 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. All such payments so
made to any such Person, or upon such Person's order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for money payable upon any such Security.

         Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the Holder of any Bearer Security and the Holder of
any coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such 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.

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

                                       31

<PAGE>

         Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, 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 depositary, as a Holder, with respect
to such Global Security or impair, as between such depositary and owners of
beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such Global Security.

         SECTION 3.09. CANCELLATION. All Securities and coupons surrendered
for payment, redemption, repayment at the option of the Holder, registration
of transfer or exchange or conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and coupons and Securities
and coupons surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and
may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so delivered
shall be promptly cancelled by the Trustee. If the Company shall so acquire
any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 3.09, except as expressly permitted by
this Indenture. Cancelled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of such
destruction to the Company, unless the Trustee is otherwise directed by a
Company Order.

         SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified
as contemplated by Section 3.01 with respect to Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 10.10), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute instruments in
form and substance satisfactory to the Trustee and the Company acknowledging
satisfaction and discharge of this Indenture as to such series when

                  (a)      either:


                                       32
<PAGE>

                           (i) all Securities of such series theretofore
                  authenticated and delivered and all coupons, if any,
                  appertaining thereto (other than (A) coupons appertaining to
                  Bearer Securities surrendered for exchange for Securities and
                  maturing after such exchange, whose surrender is not required
                  or has been waived as provided in Section 3.05, (B)
                  Securities and coupons of such series which have been
                  destroyed, lost or stolen and which have been replaced or
                  paid as provided in Section 3.06, (C) coupons appertaining
                  to Securities called for redemption and maturing after the
                  relevant Redemption Date, whose surrender has been waived as
                  provided in Section 11.06 and (D) Securities and coupons of
                  such series for whose payment money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 10.03) have been
                  delivered to the Trustee for cancellation; or

                           (ii)all Securities of such series and, any
                  coupons appertaining thereto not theretofore delivered to the
                  Trustee for cancellation:

                               (A)     have become due and payable;

                               (B)     will become due and payable at their
                           Stated Maturity within one year; or

                               (C)     if redeemable at the option of the
                           Company, are to be called for redemption within one
                           year under arrangements satisfactory to the Trustee
                           for the giving of notice of redemption by the
                           Trustee in the name, and at the expense, of the
                           Company;

                  and the Company, in the case of (A), (B) or (C) above, has
         irrevocably deposited or caused to be deposited with the Trustee as
         trust funds in trust for such purpose an amount in the currency or
         currencies, currency unit or units or composite currency or currencies
         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 (and premium, if any) and interest, and any Additional
         Amounts 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;

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

                  (c) 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
obligations of the Company to the Trustee and any predecessor Trustee under
Section 6.06, the obligations of the

                                       33

<PAGE>

Company to any Authenticating Agent under Section 6.11 and, if money shall
have been deposited with and held by the Trustee pursuant to clause (ii) of
this Section 4.01, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive.

         SECTION 4.02. APPLICATION OF TRUST FUNDS. Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 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 (and premium, if
any) and any interest and Additional Amounts 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.

                                    ARTICLE V

                                    REMEDIES

         SECTION 5.01. EVENTS OF DEFAULT. "Event of Default," wherever used
herein with respect to any particular series of Securities, means any one of
the following events (whatever the reason for such Event of Default and
whether or not 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):

                  (a) default in the payment of any interest upon or any
         Additional Amounts payable in respect of any Security of that series
         or of any coupon appertaining thereto, when such interest, Additional
         Amounts or coupon becomes due and payable, and continuance of such
         default for a period of 30 days;

                  (b) default in the payment of the principal of (or premium,
         if any, on) any Security of that series when it becomes due and
         payable at its Maturity;

                  (c) default in the deposit of any sinking fund payment, when
         and as due by the terms of any Security of that series;

                  (d) default in the performance, or breach, of any covenant or
         warranty of the Company set forth in this Indenture with respect to
         any Security of that series (other than a covenant or warranty a
         default in the performance of which or the breach of which is
         elsewhere in this Section 5.01 specifically dealt with), and
         continuance of such default or breach for a period of 60 days after
         there has been given, by registered or certified mail, to the Company
         by the Trustee or to the Company and the Trustee by the Holders of at
         least 25% in principal amount of the Outstanding Securities of 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;

                  (e) default under any bond, debenture, note or other evidence
         of indebtedness for money borrowed by the Company or any of its
         Subsidiaries (including obligations under leases required to be
         capitalized on the balance sheet of the lessee under GAAP), in

                                       34

<PAGE>

         an aggregate principal amount in excess of $10 million or under any
         mortgage, indenture or instrument under which there may be issued or
         by which there may be secured or evidenced any indebtedness for money
         borrowed by the Company or any of its Subsidiaries (including such
         leases) in an aggregate principal amount in excess of $10 million
         whether such indebtedness now exists or shall hereafter be created,
         which default shall have resulted in such indebtedness becoming or
         being declared due and payable prior to the date on which it would
         otherwise have become due and payable or such obligations being
         accelerated, without such acceleration having been rescinded or
         annulled; or

                  (f) the Company or any Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                      (i) commences a voluntary case;

                      (ii) consents to the entry of an order for relief
                  against it in an involuntary case;

                      (iii) consents to the appointment of a Custodian of it or
                  for all or substantially all of its property; or

                      (iv) makes a general assignment for the benefit of its
                  creditors; or

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

                      (i) is for relief against the Company or any Significant
                  Subsidiary in an involuntary case;

                      (ii) appoints a Custodian of the Company or any
                  Significant Subsidiary or for all or substantially all of
                  either of their property; or

                      (iii) orders the liquidation of the Company or any
                  Significant Subsidiary and the order or decree remains
                  unstayed and in effect for 90 days; or

                  (h) any other Event of Default provided with respect to
        Securities of that series.

         As used in this Section 5.01, the term "Bankruptcy Law" means Title
11, U.S. Code or any similar federal or state law for the relief of debtors
and the term "Custodian" means any receiver, trustee, assignee, liquidator or
other similar official under any Bankruptcy Law.

         SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if Securities
of that series are Original Issue Discount Securities or Indexed Securities,
such portion of the

                                       35

<PAGE>

principal as may be specified in the terms thereof) of all the Securities of
that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall become
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 V provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and
the Trustee, may rescind and annul such declaration of acceleration and its
consequences if:

                  (a)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay in the currency, currency unit or composite
         currency in which the Securities of such series are payable (except as
         otherwise specified pursuant to Section 3.01 for the Securities of
         such series):

                           (i) all overdue installments of interest on and any
                  Additional Amounts payable in respect of all Outstanding
                  Securities of that series and any related coupons;

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

                           (iii) to the extent that payment of such interest is
                  lawful, interest upon overdue installments of interest and
                  any Additional Amounts at the rate or rates borne by or
                  provided for in such Securities; and

                           (iv) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (b) all Events of Default with respect to Securities of that
         series, other than the nonpayment of the principal of (or premium, if
         any) or interest on Securities of that series which have become due
         solely by such declaration of acceleration, have been cured or waived
         as provided in Section 5.13.

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

         SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

                  (a) default is made in the payment of any installment of
         interest or Additional Amounts, if any, on any Security of any series
         and any related coupon when such interest

                                       36

<PAGE>

         or Additional Amount becomes due and payable and such default
         continues for a period of 30 days; or

                  (b) default is made in the payment of the principal of (or
         premium, if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the
whole amount then due and payable on such Securities and coupons for principal
(and premium, if any) and interest and Additional Amounts, with interest upon
any overdue principal (and premium, if any) and, to the extent that payment of
such interest shall be legally enforceable, upon any overdue installments of
interest or Additional Amounts, if any, at the rate or rates borne by or
provided for in such Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee and its agents and counsel.

         If the Company fails to pay such 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 the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon such Securities of such
series and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon
such Securities of such series, wherever situated.

         If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series and any related coupons 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.

         SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal, premium, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise:

                  (a) to file and prove a claim for the whole amount, or such
         lesser amount as may be provided for in the Securities of such series,
         of principal (and premium, if any) and interest and Additional
         Amounts, if any, owing and unpaid in respect of the Securities and to
         file such other papers or documents as may be necessary or advisable
         in order to have the claims of the Trustee (including any claim for
         the reasonable

                                       37

<PAGE>

         compensation, expenses, disbursements and advances of the Trustee and
         its agents and counsel) and of the Holders allowed in such judicial
         proceeding; and

                  (b) to collect and receive any money or other property
         payable or deliverable on any such claims and to distribute the same;
         and any custodian, receiver, assignee, trustee, liquidator,
         sequestrator (or other similar official) in any such judicial
         proceeding is hereby authorized by each Holder of Securities of such
         series and coupons to make such payments to the Trustee, and if the
         Trustee shall consent to the making of such payments directly to the
         Holders, to pay to the Trustee any amount due to it for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee and any predecessor Trustee, their agents and counsel, and
         any other amounts due the Trustee or any predecessor Trustee under
         Section 6.06.

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

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities, and it shall not be necessary to make any Holders
of the Securities parties to any such proceedings.

         SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS. All rights of action and claims under this Indenture or
any of the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee and its agents and counsel, be for the ratable benefit of the Holders
of the Securities and coupons in respect of which such judgment has been
recovered.

         SECTION 5.06. APPLICATION OF MONEY COLLECTED. Any money collected by
the Trustee pursuant to this Article V shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest and any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

                  FIRST, to the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 6.06;

                  SECOND, to the payment of the amounts then due and unpaid
         upon the Securities and coupons for the principal (and premium, if
         any) and interest and any Additional

                                       38

<PAGE>

         Amounts payable, in respect of which or for the benefit of which such
         money has been collected, ratably, without preference or priority of
         any kind, according to the aggregate amounts due and payable on such
         Securities and coupons for principal (and premium, if any), interest
         and Additional Amounts, respectively; and

                  THIRD, to the payment of the remainder, if any, to the
         Company.

         SECTION 5.07. LIMITATION ON SUITS. No Holder of any Security of any
series or any related coupon 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:

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture 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 such Holders.

         SECTION 5.08. UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM, IF ANY, INTEREST AND ADDITIONAL AMOUNTS. Notwithstanding any other
provision in this Indenture, the Holder of any Security or coupon shall have
the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Sections 3.05 and 3.07)
interest on, and any Additional Amounts in respect of, such Security or
payment of such coupon on the respective due dates expressed in such Security
or coupon (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

         SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or
any Holder of a Security or coupon has instituted any proceeding to enforce
any right or remedy under this

                                       39

<PAGE>

Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, the Company, the Trustee and the Holders of
Securities and coupons shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

         SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         SECTION 5.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder of any Security or coupon to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders of Securities or
coupons, as the case may be.

         SECTION 5.12. CONTROL BY HOLDERS OF SECURITIES. The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Securities of such
series, provided that:

                  (a) such direction shall not be in conflict with any rule of
         law or with this Indenture;

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

                  (c) the Trustee need not take any action which might involve
         it in personal liability or be unduly prejudicial to the Holders of
         Securities of such series not joining therein.

         Nothing in this Indenture shall impair the right of the Trustee in
its discretion to take any action deemed proper by the Trustee and which is
not inconsistent with such direction by Holders.

         SECTION 5.13. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may
on behalf of the Holders of all

                                       40

<PAGE>

the Securities of such series and any related coupons waive any past default
hereunder with respect to such series and its consequences, except a default:

                  (a) in the payment of the principal of (or premium, if any)
         or interest on or Additional Amounts payable in respect of any
         Security of such series or any related coupons; or

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

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

         SECTION 5.14. WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

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

                                   ARTICLE VI

                                   THE TRUSTEE

         SECTION 6.01. NOTICE OF DEFAULTS. Within 90 days after the occurrence
of any default hereunder with respect to the Securities of any series, the
Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder known to the

                                       41

<PAGE>

Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on or any Additional Amounts with respect
to any Security of such series, or in the payment of any sinking fund
installment with respect to the Securities of such series, the Trustee shall
be protected in withholding such notice if and so long as Responsible Officers
of the Trustee in good faith determine that the withholding of such notice is
in the interest of the Holders of the Securities and coupons of such series;
and provided further that in the case of any default or breach of the
character specified in Section 5.01(d) with respect to the Securities and
coupons of such series, no such notice to Holders shall be given until at
least 60 days after the occurrence thereof. For the purpose of this Section
6.01, the term "default" means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to the Securities
of such series.

         SECTION 6.02. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
TIA Section 315(a) through 315(d):

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

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

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

                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or power vested in it by this Indenture at the request
         or direction of any of the Holders of Securities of any series or any
         related coupons pursuant to this Indenture, unless such Holders shall
         have offered to the Trustee security or indemnity reasonably
         satisfactory to the Trustee against the costs, expenses and
         liabilities which might be incurred by it in compliance with such
         request or direction;

                                       42

<PAGE>

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, coupon or other paper or
         document, unless requested in writing so to do by the Holders of not
         less than a majority in aggregate principal amount of the Outstanding
         Securities of any series; provided that, if the payment within a
         reasonable time to the Trustee of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee, not reasonably assured to the Trustee by
         the security afforded to it by the terms of this Indenture, the
         Trustee may require reasonable indemnity against such expenses or
         liabilities as a condition to proceeding; the reasonable expenses of
         every such examination shall be paid by the Holders or, if paid by
         the Trustee, shall be repaid by the Holders upon demand. 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, relevant to the facts or matters that are the subject of its
         inquiry, personally or by agent or attorney;

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

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

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

         Except during the continuance of an Event of Default, the Trustee
undertakes to perform 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.

         SECTION 6.03. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

                                       43

<PAGE>

         SECTION 6.04. MAY HOLD SECURITIES. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and subject to TIA Sections 310(b) and 311, and may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

         SECTION 6.05. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         SECTION 6.06.  COMPENSATION AND REIMBURSEMENT.  The Company agrees:

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

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

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

         When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.01(e) or Section 5.01(f), 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.

         As security for the performance of the obligations of the Company
under this Section 6.06, the Trustee shall have a lien prior to the Securities
upon all property and money held or collected by the Trustee as such, except
money held in trust for the payment of principal of (or premium, if any) or
interest on particular Securities or any coupons.

         The provisions of this Section 6.06 shall survive the termination of
this Indenture.

         SECTION 6.07. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a
combined capital and surplus of at least $50,000,000. If such

                                       44

<PAGE>

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
6.07, 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 6.07, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VI. Neither the Company nor any Person directly or indirectly
controlling or controlled by, or under common control with, the Company shall
serve as Trustee.

         SECTION 6.08. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. No
resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.09.

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

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

         If at any time:

                  (a) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) 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

                  (b) the Trustee shall cease to be eligible under Section 6.07
         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

                  (c) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of
         its property shall be appointed or any public officer shall take
         charge or control of the Trustee or of its property or affairs for
         the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Company by or pursuant to a Board Resolution
may remove the Trustee and appoint a successor Trustee with respect to all
Securities or (ii) subject to TIA Section 315(e), any Holder of a Security 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.

                                       45

<PAGE>

         If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause
with respect to the Securities of one or more series, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of 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). 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, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities and accepted
appointment in the manner hereinafter provided, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to Securities of such series.

         The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the
manner provided for notices to the Holders of Securities in Section 1.06. 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 6.09. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. 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,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on 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, subject nevertheless to its claim, if any, provided for in
Section 6.06.

         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 each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental
hereto, pursuant to Article IX, wherein each successor Trustee shall accept
such appointment and which (a) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
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, (b) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable

                                       46

<PAGE>

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 (c) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees as
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.

         Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
this Section 6.09, as the case may be.

         No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible
under this Article VI.

         SECTION 6.10. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder;
provided such corporation shall be otherwise qualified and eligible under this
Article VI, without the execution or filing of any paper or any further act on
the part of the parties hereto. In case any Securities or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force
and effect which this Indenture provides for the certificate of authentication
of the Trustee.

         SECTION 6.11. APPOINTMENT OF AUTHENTICATING AGENT. At any time when
any of the Securities remain Outstanding, 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 exchange, registration of
transfer or partial redemption or repayment thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by

                                       47

<PAGE>

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 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 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 $50,000,000 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 6.11, 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 6.11, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section 6.11.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be
an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 6.11, 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 6.11, 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 1.06. 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 6.11.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation, including reimbursement of its reasonable
expenses for its services under this Section 6.11.

                                       48

<PAGE>

         If an appointment with respect to one or more series is made pursuant
to this Section 6.11, the Securities of such series may have endorsed thereon,
in addition to or in lieu of the Trustee's certificate of authentication, an
alternate certificate of authentication substantially in the following form:

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


                           U.S. BANK TRUST NATIONAL
                           ASSOCIATION, as Trustee



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



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


                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every
Holder of Securities or coupons, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any Authenticating Agent nor any Paying Agent nor any Security Registrar shall
be held accountable by reason of the disclosure of any information as to the
names and addresses of the Holders of Securities in accordance with TIA
Section 312, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).

         SECTION 7.02. REPORTS BY TRUSTEE. Within 60 days after November 27th
of each year commencing with the first November 27th after the first issuance
of Securities pursuant to this Indenture, the Trustee shall transmit by mail
to all Holders of Securities as provided in TIA Section 313(c) a brief report
dated as of such November 27th if required by TIA Section 313(a).

         SECTION 7.03.  REPORTS BY COMPANY.  The Company will:

                  (a) file with the Trustee, within 15 days after the Company
         is required to file the same with the Commission, copies of the
         annual reports and of the information, documents and other reports
         (or copies of such portions of any of the foregoing as the Commission
         may from time to time by rules and regulations prescribe) which the
         Company may be required to file with the Commission pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
         as amended; or, if the Company is

                                       49

<PAGE>

         not required to file information, documents or reports pursuant to
         either of such Sections, then it will 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) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations; and

                  (c) transmit by mail to the Holders of Securities, within 30
         days after the filing thereof with the Trustee, in the manner and to
         the extent provided in TIA Section 313(c), such summaries of any
         information, documents and reports required to be filed by the Company
         pursuant to clauses (a) and (b) of this Section 7.03 as may be
         required by rules and regulations prescribed from time to time by the
         Commission.

         SECTION 7.04. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semiannually, not later than 15 days after the Regular
         Record Date for interest for each series of Securities, a list, in
         such form as the Trustee may reasonably require, of the names and
         addresses of the Holders of Securities of such series as of such
         Regular Record Date or, if there is no Regular Record Date for
         interest for such series of Securities, semiannually, upon such dates
         as are set forth in the Board Resolution or indenture supplemental
         hereto authorizing such series, and

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

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

                                  ARTICLE VIII

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

         SECTION 8.01. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES
AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other entity, provided that in any such
case (a) either the Company shall be the continuing entity, or the successor
entity (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received the transfer of such
assets shall be an entity

                                       50

<PAGE>

organized and existing under the laws of the United States or a state thereof
and such successor entity shall expressly assume the due and punctual payment
of the principal of (and premium, if any) and any interest (including all
Additional Amounts, if any, payable pursuant to Section 10.10) on all of the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company by supplemental indenture, complying with Article IX,
satisfactory to the Trustee, executed and delivered to the Trustee by such
entity and (b) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of such successor
entity, the Company or any Subsidiary as a result thereof as having been
incurred by such successor entity, the Company or such Subsidiary at the time
of such transaction, no Event of Default, and no event which, after notice or
the lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing.

         SECTION 8.02. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of
any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it
had been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as
the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date
of the execution hereof.

         In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

         SECTION 8.03. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL. Any
consolidation, merger, sale, lease or conveyance permitted under Section 8.01
is also subject to the condition that the Trustee receive an Officers'
Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor corporation, complies with the provisions of this Article VIII and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

                                       51

<PAGE>

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

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

                  (b) 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;

                  (c) to add any additional Events of Default for the benefit
         of the Holders of all or any series of Securities (and if such Events
         of Default are to be for the benefit of less than all series of
         Securities, stating that such Events of Default are expressly being
         included solely for the benefit of such series); provided, however,
         that in respect of any such additional Events of Default such
         supplemental indenture may provide for a particular period of grace
         after default (which period may be shorter or longer than that allowed
         in the case of other defaults), may provide for an immediate
         enforcement upon such default, may limit the remedies available to the
         Trustee upon such default or may limit the right of the Holders of a
         majority in aggregate principal amount of that or those series of
         Securities to which such additional Events of Default apply to waive
         such default;

                  (d) to add to or change certain of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of or any premium or interest on Bearer Securities, to
         permit Bearer Securities to be issued in exchange for Securities, to
         permit Bearer Securities to be issued in exchange for Bearer
         Securities of other authorized denominations or to permit or
         facilitate the issuance of Securities in uncertificated form;
         provided, however, that any such action shall not adversely affect
         the interests of the Holders of Securities of any series or any
         related coupons in any material respect;

                  (e) to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination shall become
         effective only 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;

                                       52

<PAGE>

                  (f) to secure the Securities;

                  (g) to establish the form or terms of Securities of any
         series and any related coupons as permitted by Sections 2.01 and 3.01,
         including the provisions and procedures relating to Securities
         convertible into Common Stock or Preferred Stock, as the case may be;

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

                  (i) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall not be
         inconsistent with the provisions of this Indenture; provided, however,
         that such provisions shall not adversely affect the interests of the
         Holders of Securities of any series or any related coupons in any
         material respect; or

                  (j) 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 4.01, 14.02 and 14.03; provided, however, 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.

         SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the consent of the Holders of not less than a majority in principal amount of
all Outstanding Securities of a series, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by or pursuant to a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture with respect
to such series or of modifying in any manner the rights of the Holders of
Securities of such series and any related coupons under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby:

                  (a) change the Stated Maturity of the principal of (or
         premium, if any, on) or any installment of principal of or interest
         on, any Security; or reduce the principal amount thereof or the rate
         or amount of interest thereon or any Additional Amounts payable in
         respect thereof, or any premium payable upon the redemption thereof,
         or change any obligation of the Company to pay Additional Amounts
         pursuant to Section 10.10 (except as contemplated by Section 8.01(a)
         and permitted by Section 9.01(a)), or reduce the amount of the
         principal of an Original Issue Discount Security that would be due
         and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 5.02 or the amount thereof provable in
         bankruptcy pursuant to Section 5.04, or adversely affect any right of
         repayment of the Holder of any Security, or change any

                                       53

<PAGE>

         Place of Payment where, or the currency or currencies, currency unit
         or units or composite currency or currencies in which, the principal
         of any Security 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 or repayment at the option of the Holder, on or after the
         Redemption Date or the Repayment Date, as the case may be);

                  (b) 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 with respect to such series (or
         compliance with certain provisions of this Indenture or certain
         defaults hereunder and their consequences) provided for in this
         Indenture, or reduce the requirements of Section 15.04 for quorum or
         voting; or

                  (c) modify any of the provisions of this Section 9.02,
         Section 5.13 or 10.11, except to increase the required percentage to
         effect such action or to provide that certain other provisions of
         this Indenture cannot be modified or waived without the consent of
         the Holder of each Outstanding Security affected thereby.

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

         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.

         SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing or
accepting the additional trusts created by any supplemental indenture permitted
by this Article IX 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 affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

         SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture under this Article IX, 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 that
are theretofore or thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby.

         SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect.

                                       54

<PAGE>

         SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article IX may, and shall, if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                    ARTICLE X

                                    COVENANTS

         SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND
ADDITIONAL AMOUNTS. 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 (and premium, if any) and interest on and any Additional Amounts
payable in respect of the Securities of that series in accordance with the
terms of such series of Securities, any coupons appertaining thereto and this
Indenture. Unless otherwise specified as contemplated by Section 3.01 with
respect to any series of Securities, any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 10.10 in
respect of principal of (or premium, if any, on) such a Security, shall be
payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature.
Unless otherwise specified with respect to Securities of any series pursuant
to Section 3.01, at the option of the Company, all payments of principal may
be paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security.

         SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY. If Securities of a
series are issuable only as Registered Securities, the Company shall 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 or
conversion, 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: (a) in the City of St. Paul, Minnesota, an office or
agency where any Securities of that series may be presented or surrendered for
payment or conversion, where any Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment or conversion in the circumstances described in the
following paragraph (and not otherwise) and that office or agency shall be
U.S. Bank Trust National Association located at 180 East Fifth Street, St.
Paul, Minnesota 55101; (b) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment (including payment of any
Additional Amounts

                                       55

<PAGE>

payable on Securities of that series pursuant to Section 10.10) or conversion;
provided, however, that if the Securities of that series are listed on any
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 any 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 (c) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States an office
or agency where any Securities of that series may be surrendered for
registration of transfer, 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 each 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
may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Bearer Securities of that series pursuant to
Section 10.10) or conversion at the offices specified in the Security, in
London, England, and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands, and
the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

         Unless otherwise specified with respect to any Securities pursuant to
Section 3.01, no payment of principal, premium or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency
of the Company in the United States, at any office of the Trustee in the
United States, or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States;
provided, however, that, if the Securities of a series are payable in Dollars,
payment of principal of and any premium and interest on any Bearer Security
(including any Additional Amounts payable on Securities of such series
pursuant to Section 10.10) shall be made at the office of the Company's Paying
Agent 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, interest or
Additional Amounts, 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.

         The Company may from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all of 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 accordance with the requirements set forth above for
Securities 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 with respect to any Securities pursuant to Section 3.01 with respect
to a series of Securities, the Company hereby designates as a Place of Payment
for each series of Securities the office or agency of U.S. Bank Trust National
Association, in the City of St. Paul, Minnesota, and initially appoints the
Trustee at its Corporate Trust Office as Paying

                                       56

<PAGE>

Agent in such city and as its agent to receive all such presentations,
surrenders, notices and demands.

         Unless otherwise specified with respect to any Securities pursuant to
Section 3.01, if and so long as the Securities of any series (a) are
denominated in a Foreign Currency or (b) may be payable in a Foreign Currency,
or so long as it is required under any other provision of this Indenture, then
the Company will maintain with respect to each such series of Securities, or
as so required, at least one exchange rate agent.

         SECTION 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each
due date of the principal of (and premium, if any), or interest on or
Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.01 for the Securities of
such series) sufficient to pay the principal (and premium, if any) or interest
or Additional Amounts 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 of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (and premium, if any), or interest on or Additional
Amounts in respect of, any Securities of that series, deposit with a Paying
Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal (and premium, if any) or interest or
Additional Amounts so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest or
Additional Amounts and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

         The Company will cause each Paying Agent 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 10.03,
that such Paying Agent will:

                  (a) hold all sums held by it for the payment of principal of
         (and premium, if any) or interest or Additional Amounts on Securities
         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;

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

                  (c) 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.

                                       57

<PAGE>

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

         Except as otherwise provided in the Securities of any series, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on, or any Additional Amounts in respect of, any Security of any
series and remaining unclaimed for two years after such principal (and
premium, if any), interest or Additional amounts has become due and payable
shall be paid to the Company upon Company Request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment of such principal of (and premium, if any) or interest on, or any
Additional Amounts in respect of, any Security, without interest thereon, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as Trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause
to be published once, in an Authorized Newspaper, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

         SECTION 10.04. EXISTENCE. Subject to Article VIII, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, all material rights (by certificate of
incorporation, bylaws and statute) and material franchises; provided, however,
that the Company shall not be required to preserve any right or franchise if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

         SECTION 10.05. MAINTENANCE OF PROPERTIES. The Company will cause all
of its material properties used or useful in the conduct of its business or
the business of any Subsidiary 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 in the judgment of the Company may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
the Company and its Subsidiaries shall not be prevented from selling or
otherwise disposing of their properties for value in the ordinary course of
their business.

         SECTION 10.06. INSURANCE. The Company will, and will cause each of
its Subsidiaries to, keep in force upon all of its properties and operations
policies of insurance carried with responsible companies in such amounts and
covering all such risks as shall be customary in the industry in accordance
with prevailing market conditions and availability.

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         SECTION 10.07. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will
pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (a) all taxes, assessments and governmental charges levied
or imposed upon it or any Subsidiary or upon the income, profits or property
of the Company or any Subsidiary and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a 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 the amount, applicability or
validity of which is being contested in good faith by appropriate proceedings,
provided all liabilities relating to such tax, assessment, charge or claim are
adequately provided for on the books of the Company in accordance with GAAP.
The Company, any Subsidiaries and any partnership in which the Company or its
Subsidiaries are a partner shall timely and accurately file all tax returns
required by law to have been filed.

         SECTION 10.08. PROVISION OF FINANCIAL INFORMATION. Whether or not the
Company is subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Company will, within 15 days after each of the
respective dates by which the Company would have been required to file annual
reports, quarterly reports and other documents with the Commission if the
Company were so subject, (a) transmit by mail to all Holders, as their names
and addresses appear in the Security Register, without cost to such Holders
summaries of the annual reports, quarterly reports and other documents which
the Company would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, if the
Company were subject to such Sections, and (b) file with the Trustee copies of
the annual reports, quarterly reports and other documents which the Company
would have been required to file with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, if the Company were
subject to such Sections and (c) promptly upon written request and payment of
the reasonable cost of duplication and delivery, supply copies of such
documents to any prospective Holder.

         SECTION 10.09. STATEMENT AS TO COMPLIANCE. The Company will deliver
to the Trustee, within 120 days after the end of each Fiscal Year, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture and, in the
event of any noncompliance, specifying such noncompliance and the nature and
status thereof. For purposes of this Section 10.09, such compliance shall be
determined without regard to any period of grace or requirement of notice
under this Indenture.

         SECTION 10.10. ADDITIONAL AMOUNTS. If any Securities of a series
provide for the payment of Additional Amounts, the Company will pay to the
Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 3.01.
Whenever in this Indenture there is mentioned, in any context except in the
case of Section 5.02(a), the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or payment of any
related coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided by the terms of such series established
pursuant to Section 3.01 to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to such
terms and express

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mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

         Except as otherwise specified as contemplated by Section 3.01, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series
of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any
premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent
or Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
coupons who are not United States Persons without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of the series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent
the Additional Amounts required by the terms of such Securities. If the
Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned Officers' Certificate, then the Trustee or such Paying Agent
shall be entitled (a) to assume that no such withholding or deduction is
required with respect to any payment of principal or interest with respect to
any Securities of a series or related coupons until it shall have received a
certificate advising otherwise and (b) to make all payments of principal and
interest with respect to the Securities of a series or related coupons without
withholding or deductions until otherwise advised. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken
or omitted by any of them or in reliance on any Officers' Certificate
furnished pursuant to this Section 10.10 or in reliance on the Company's not
furnishing such an Officers' Certificate.

         SECTION 10.11. WAIVER OF CERTAIN COVENANTS. The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in Sections 10.04 to 10.08, inclusive, if before or after the time for
such compliance the Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

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                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

         SECTION 11.01. APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article
XI.

         SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Securities of any series, the Company shall, at least 45
days prior to the giving of the notice of redemption in Section 11.04 (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

         SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series issued on the same day with the
same terms are to be redeemed, the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series issued on such date with the
same terms 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 of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

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

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

         SECTION 11.04. NOTICE OF REDEMPTION. Notice of redemption shall be
given in the manner provided in Section 1.06, not less than 30 days nor more
than 60 days prior to the Redemption Date, unless a shorter period is
specified by the terms of such series established pursuant to Section 3.01, to
each Holder of Securities to be redeemed, but failure to give such notice in
the manner herein provided to the Holder of any Security designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.

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

         All notices of redemption shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price, accrued interest to the Redemption
         Date payable as provided in Section 11.06, if any, and Additional
         Amounts, if any;

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

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

                  (e) that on the Redemption Date the Redemption Price and
         accrued interest to the Redemption Date payable as provided in Section
         11.06, if any, will become due and payable upon each such Security, or
         the portion thereof, to be redeemed and, if applicable, that interest
         thereon shall cease to accrue on and after said date;

                  (f) the Place or Places of Payment where such Securities,
         together in the case of Bearer Securities with all coupons
         appertaining thereto, if any, maturing after the Redemption Date, are
         to be surrendered for payment of the Redemption Price and accrued
         interest, if any, or for conversion;

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

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

                  (i) if Bearer Securities of any series are to be redeemed and
         any Securities of such series are not to be redeemed, and if such
         Bearer Securities may be exchanged for Securities not subject to
         redemption on this Redemption Date pursuant to Section 3.05 or
         otherwise, the last date, as determined by the Company, on which such
         exchanges may be made;

                  (j) the CUSIP number of such Security, if any; and

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                  (k) if applicable, that a Holder of Securities who desires to
         convert Securities for redemption must satisfy the requirements for
         conversion contained in such Securities, the then-existing conversion
         price or rate, the place or places where such Securities may be
         surrendered for conversion, and the date and time when the option to
         convert shall expire.

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

         SECTION 11.05. DEPOSIT OF REDEMPTION PRICE. On or before any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not
do in the case of a sinking fund payment under Article XII, segregate and hold
in trust as provided in Section 10.03) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series) sufficient to pay
on the Redemption Date the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof which are to be redeemed on that date.

         If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held
in trust for the redemption of such Security shall be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such
trust.

         SECTION 11.06. 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 in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to
be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, to the Redemption Date;
provided, however, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 10.02) and, unless otherwise specified as contemplated by
Section 3.01, only upon presentation and surrender of coupons for such
interest; and provided further that, except as otherwise provided with respect
to Securities convertible into Common Stock or Preferred Stock, installments
of interest on Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more

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<PAGE>

Predecessor Securities, registered as such at the close of business on the
relevant record dates according to their terms and the provisions of Section
3.07.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 10.02) and, unless otherwise specified as
contemplated by Section 3.01, 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 borne by the
Security.

         SECTION 11.07. SECURITIES REDEEMED IN PART. Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this
Article XI or of Article XII) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his or her attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge
a new Security or Securities of the same series of any authorized denomination
as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Global Security is so surrendered, the Company shall execute
and the Trustee shall authenticate and deliver to the depositary, without
service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Security so
surrendered.

                                   ARTICLE XII

                                  SINKING FUNDS

         SECTION 12.01. APPLICABILITY OF ARTICLE. The provisions of this
Article XII shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by
Section 3.01 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 such Securities of any series is herein referred
to as an "optional sinking fund payment." If provided for by the terms of

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any Securities of any series, the cash amount of any mandatory sinking fund
payment may be subject to reduction as provided in Section 12.02. 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 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (a) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together, in the case of any Bearer Securities of such series,
with all unmatured coupons appertaining thereto and (b) apply as a credit
Securities of such series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, as provided for by the terms of such Securities, or which
have otherwise been acquired by the Company; provided, however, that such
Securities so delivered or applied as a credit have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the applicable Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

         SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 3.01 for the Securities of such series) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 12.02, and the optional amount, if any, to be added
in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If such
Officers' Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 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 11.03 and cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner provided in Section
11.04. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 11.06 and
11.07.

                                  ARTICLE XIII

                       REPAYMENT AT THE OPTION OF HOLDERS

         SECTION 13.01. APPLICABILITY OF ARTICLE. Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities, if any, and (except
as otherwise specified by the terms of such series established pursuant to
Section 3.01) in accordance with this Article XIII.

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<PAGE>

         SECTION 13.02. REPAYMENT OF SECURITIES. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at
a price equal to the principal amount thereof, together with interest, if any,
thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that on or prior to the Repayment Date
it will 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 10.03) an amount of money in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01 for
the Securities of such series) sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.

         SECTION 13.03. EXERCISE OF OPTION. Securities of any series subject
to repayment at the option of the Holders thereof will contain an "Option to
Elect Repayment" form on the reverse of such Securities. In order for any
Security to be repaid at the option of the Holder, the Trustee must receive at
the Place of Payment therefor specified in the terms of such Security (or at
such other place or places of which the Company shall from time to time notify
the Holders of such Securities) not earlier than 60 days nor later than 30
days prior to the Repayment Date (a) the Security so providing for such
repayment together with the "Option to Elect Repayment" form on the reverse
thereof duly completed by the Holder (or by the Holder's attorney duly
authorized in writing) or (b) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc., or a commercial bank or trust company
in the United States setting forth the name of the Holder of the Security, the
principal amount of the Security, the principal amount of the Security to be
repaid, the CUSIP number, if any, or a description of the tenor and terms of
the Security, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Security to be repaid, together
with the duly completed form entitled "Option to Elect Repayment" on the
reverse of the Security, will be received by the Trustee not later than the
fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and
form duly completed are received by the Trustee by such fifth Business Day. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the
Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid, must
be specified. The principal amount of any Security providing for repayment at
the option of the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise or the repayment option by the Holder shall be irrevocable
unless waived by the Company.

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         SECTION 13.04. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article
XIII and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to
be repaid, except to the extent provided below, shall be void. Upon surrender
of any such Security for repayment in accordance with such provisions,
together with all coupons, if any, appertaining thereto maturing after the
Repayment Date, the principal amount of such Security so to be repaid shall be
paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that coupons whose Stated Maturity is on or prior to
the Repayment Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 10.02) and,
unless otherwise specified pursuant to Section 3.01, only upon presentation
and surrender of such coupons; and provided further that, in the case of
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) 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 3.07.

         If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 13.02 an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, 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 the United States (except as otherwise provided in
Section 10.02) and, unless otherwise specified as contemplated by Section
3.01, only upon presentation and surrender of those coupons.

         If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount (together
with interest, if any, thereon accrued to such Repayment Date) shall, until
paid, bear interest from the Repayment Date at the rate of interest or Yield
to Maturity (in the case of Original Issue Discount Securities) set forth in
such Security.

         SECTION 13.05. SECURITIES REPAID IN PART. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized

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<PAGE>

denomination specified by the Holder, in an aggregate principal amount equal
to and in exchange for the portion of the principal of such Security so
surrendered which is not to be repaid.

                                   ARTICLE XIV

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 14.01. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 3.01, provision is
made for either or both of (a) defeasance of the Securities of or within a
series under Section 14.02 or (b) covenant defeasance of the Securities of or
within a series under Section 14.03, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this
Article XIV (with such modifications thereto as may be specified pursuant to
Section 3.01 with respect to any Securities), shall be applicable to such
Securities and any coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to such Securities and
any coupons appertaining thereto, elect to have Section 14.02 (if applicable)
or Section 14.03 (if applicable) be applied to such Outstanding Securities and
any coupons appertaining thereto upon compliance with the conditions set forth
below in this Article XIV.

         SECTION 14.02. DEFEASANCE AND DISCHARGE. Upon the Company's exercise
of the above option applicable to this Section 14.02 with respect to any
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities
and any coupons appertaining thereto on the date the conditions set forth in
Section 14.04 are satisfied (hereinafter, "defeasance"). For this purpose,
such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities
and any coupons appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 14.05 and the other Sections of
this Indenture referred to in clauses (a) and (b) below, and to have satisfied
all of its other obligations under such Securities and any coupons
appertaining thereto and this Indenture insofar as such Securities and any
coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described
in Section 14.04 and as more fully set forth in such Section, payments in
respect of the principal of (and premium, if any) and interest, if any, on
such Securities and any coupons appertaining thereto when such payments are
due, (b) the Company's obligations with respect to such Securities under
Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section
10.10, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (d) this Article XIV. Subject to compliance with this Article
XIV the Company may exercise its option under this Section 14.02
notwithstanding the prior exercise of its option under Section 14.03 with
respect to such Securities and any coupons appertaining thereto.

         SECTION 14.03. COVENANT DEFEASANCE. Upon the Company's exercise of
the above option applicable to this Section with respect to any Securities of
or within a series, the Company

                                       68

<PAGE>

shall be released from its obligations under Sections 10.04 to 10.08,
inclusive, and, if specified pursuant to Section 3.01, its obligations under
any other covenant, with respect to such Outstanding Securities and any
coupons appertaining thereto on and after the date the conditions set forth in
Section 14.04 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 10.04 to 10.08, inclusive, or such other covenant,
but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Securities and any coupons appertaining thereto, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section or such other
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in
any other document, and such omission to comply shall not constitute a default
or an Event of Default under Section 5.01(d) or 5.01(h) or otherwise, as the
case may be, but, except as specified above, the remainder of this Indenture
and such Securities and any coupons appertaining thereto shall be unaffected
thereby.

         SECTION 14.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of Section 14.02 or Section
14.03 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

                  (a) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another Trustee satisfying the
         requirements of Section 6.07 who shall agree to comply with the
         provisions of this Article XIV applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any coupons appertaining thereto, (i)
         an amount in such currency, currencies or currency unit in which such
         Securities and any coupons appertaining thereto are then specified as
         payable at Stated Maturity, or (ii) Government Obligations applicable
         to such Securities and coupons appertaining thereto (determined on
         the basis of the currency, currencies or currency unit in which such
         Securities and coupons appertaining thereto are then specified as
         payable at Stated Maturity) which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment of principal of (and premium, if any) and interest, if any,
         on such Securities and any coupons appertaining thereto or (iii) a
         combination thereof, in any case, in an amount sufficient, without
         consideration of any reinvestment of such principal and interest, in
         the opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying Trustee) to pay and discharge, (A) the
         principal of (and premium, if any) and interest, if any, on such
         Outstanding Securities and any coupons appertaining thereto on the
         Stated Maturity of such principal or installment of principal or
         interest and (B) any mandatory sinking fund payments or analogous
         payments applicable to such Outstanding Securities and any coupons
         appertaining thereto on the day on which such

                                       69

<PAGE>

         payments are due and payable in accordance with the terms of this
         Indenture and of such Securities and any coupons appertaining thereto.

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

                  (c) No Event of Default or event which with notice or lapse
         of time or both would become an Event of Default with respect to such
         Securities and any coupons appertaining thereto shall have occurred
         and be continuing on the date of such deposit or, insofar as Sections
         5.01(f) and 5.01(g) are concerned, at any time during the period
         ending on the 91st day after the date of such deposit (it being
         understood that this condition shall not be deemed satisfied until
         the expiration of such period).

                  (d) In the case of an election under Section 14.02, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating 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
         Outstanding Securities and any coupons appertaining thereto will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such defeasance and will be subject to federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such defeasance had not occurred.

                  (e) In the case of an election under Section 14.03, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of such Outstanding Securities and any
         coupons appertaining thereto will not recognize income, gain or loss
         for federal income tax purposes as a result of such covenant
         defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred.

                  (f) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance under Section 14.02 or the
         covenant defeasance under Section 14.03 (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 clause (a) above and the related
         exercise of the Company's option under Section 14.02 or 14.03 (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) Notwithstanding any other provisions of this Section
         14.04, such defeasance or covenant defeasance shall be effected in
         compliance with any additional or substitute terms, conditions or
         limitations which may be imposed on the Company in connection
         therewith pursuant to Section 3.01.

                                       70

<PAGE>

         SECTION 14.05. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the
last paragraph of Section 10.03, all money and Government Obligations (or
other property as may be provided pursuant to Section 3.01) (including the
proceeds thereof) deposited with the Trustee (or other qualifying Trustee,
collectively for purposes of this Section 14.05, the "Trustee") pursuant to
Section 14.04 in respect of any Outstanding Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities and any
coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.

         Unless otherwise specified with respect to any Security pursuant to
Section 3.01, if, after a deposit referred to in Section 14.04(a) has been
made, (a) the Holder of a Security in respect of which such deposit was made
is entitled to, and does, elect pursuant to Section 3.01 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 14.04(a) has been made in respect of
such Security or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 14.04(a) has been made,
the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any), and
interest, if any, on such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the currency 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.

         The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 14.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

         Anything in this Article XIV to the contrary notwithstanding, subject
to Section 6.06, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 14.04
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to
be deposited to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Article XIV.

                                       71

<PAGE>

                                   ARTICLE XV

                        MEETINGS OF HOLDERS OF SECURITIES

         SECTION 15.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting
of Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article XV to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

         SECTION 15.02.  CALL, NOTICE AND PLACE OF MEETINGS.

                  (a) The Trustee may at any time call a meeting of Holders of
         Securities of any series for any purpose specified in Section 15.01,
         to be held at such time and at such place as the Trustee shall
         determine. Notice of every meeting of Holders of Securities of any
         series, setting forth the time and the place of such meeting and in
         general terms the action proposed to be taken at such meeting, shall
         be given, in the manner provided in Section 1.06, not less than 20
         nor more than 180 days prior to the date fixed for the meeting.

                  (b) In case at any time the Company, pursuant to a Board
         Resolution, or the Holders of at least 10% in principal amount of the
         Outstanding Securities of any series shall have requested the Trustee
         to call a meeting of the Holders of Securities of such series for any
         purpose specified in Section 15.01, by written request setting forth
         in reasonable detail the action proposed to be taken at the meeting,
         and the Trustee shall not have made the first publication of the
         notice of such meeting within 20 days after receipt of such request
         or shall not thereafter proceed to cause the meeting to be held as
         provided herein, then the Company or the Holders of Securities of
         such series in the amount above specified, as the case may be, may
         determine the time and the place for such meeting and may call such
         meeting for such purposes by giving notice thereof as provided in
         clause (a) of this Section 15.02.

         SECTION 15.03. PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled
to vote at any meeting of Holders of Securities of any series, a Person shall
be (a) a Holder of one or more Outstanding Securities of such series or (b) a
Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at
any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

         SECTION 15.04. QUORUM; ACTION. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal
amount of the

                                       72

<PAGE>

Outstanding Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum. In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened
at the request of Holders of Securities of such series, be dissolved. In any
other case the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at the reconvening of any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days; at the reconvening of any meeting adjourned or further
adjourned for lack of a quorum, the persons entitled to vote 25% in aggregate
principal amount of the then Outstanding Securities shall constitute a quorum
for the taking of any action set forth in the notice of the original meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 15.02(b), except that such notice need be given only once not less
than five days prior to the date on which the meeting is scheduled to be
reconvened.

         Except as limited by the proviso to Section 9.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
9.02, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of that series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section 15.04 shall
be binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

         Notwithstanding the foregoing provisions of this Section 15.04, if
any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice,
consent, waiver or other action that this Indenture expressly provides may be
made, given or taken by the Holders of a specified percentage in principal
amount of all Outstanding Securities affected thereby, or of the Holders of
such series and one or more additional series:

                  (a) there shall be no minimum quorum requirement for such
         meeting; and

                  (b) the principal amount of the Outstanding Securities of
         such series that vote in favor of such request, demand, authorization,
         direction, notice, consent, waiver or other action shall be taken into
         account in determining whether such request, demand, authorization,
         direction, notice, consent, waiver or other action has been made,
         given or taken under this Indenture.

                                       73

<PAGE>

         SECTION 15.05.  DETERMINATION OF VOTING RIGHTS, CONDUCT AND
ADJOURNMENT OF MEETINGS.

                  (a) Notwithstanding any provisions of this Indenture, the
         Trustee may make such reasonable regulations as it may deem advisable
         for any meeting of Holders of Securities of a series in regard to
         proof of the holding of Securities of such series and of the
         appointment of proxies and in regard to the appointment and duties of
         inspector of elections, the submission and examination of proxies,
         certificates and other evidence of the right to vote, and such other
         matters concerning the conduct of the meeting as it shall deem
         appropriate. Except as otherwise permitted or required by any such
         regulations, the holding of Securities shall be proved in the manner
         specified in Section 1.04 and the appointment of any proxy shall be
         proved in the manner specified in Section 1.04 or by having the
         signature of the Person executing the proxy witnessed or guaranteed
         by any trust company, bank or banker authorized by Section 1.04 to
         certify to the holding of Bearer Securities. Such regulations may
         provide that written instruments appointing proxies, regular on their
         face, may be presumed valid and genuine without the proof specified
         in Section 1.04 or other proof.

                  (b) The Trustee shall, by an instrument in writing appoint a
         temporary chairman of the meeting, unless the meeting shall have been
         called by the Company or by Holders of Securities as provided in
         Section 15.02(b), in which case the Company or the Holders of
         Securities of the series calling the meeting, as the case may be,
         shall in like manner appoint a temporary chairman. A permanent
         chairman and a permanent secretary of the meeting shall be elected by
         vote of the Persons entitled to vote a majority in principal amount
         of the Outstanding Securities of such series represented at the
         meeting.

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

                  (d) Any meeting of Holders of Securities of any series duly
         called pursuant to Section 15.02 at which a quorum is present may be
         adjourned from time to time by Persons entitled to vote a majority in
         principal amount of the Outstanding Securities of such series
         represented at the meeting, and the meeting may be held as so
         adjourned without further notice.

         SECTION 15.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their

                                       74

<PAGE>

verified written reports in duplicate of all votes cast at the meeting. A
record, at least in duplicate, of the proceedings of each meeting of Holders
of Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the fact, setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 15.02 and, if applicable, Section 15.04. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.
























                                       75

<PAGE>

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

                               SUMMIT SECURITIES, INC.



                               By      /s/ Tom Turner
                                  ---------------------------------------------
                               Name:       Tom Turner
                                    -------------------------------------------
                               Title:      President
                                     ------------------------------------------
[SEAL]

Attest:


By   /s/ Greg Strate
  ------------------------------------------
Name     Greg Strate
    ----------------------------------------
Title    Secretary/Treasurer
     ---------------------------------------

                               U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee



                               By      /s/ Sherrie L. Pantle
                                 -----------------------------------------------
                               Name:   Sherrie L. Pantle
                               Title:  Vice President

[SEAL]

Attest:


By     /s/ Carolyn Whalen
   -----------------------------------------
Name:  Carolyn R. Whalen
Title: Assistant Vice President




                                       76

<PAGE>


STATE OF WASHINGTON                 )
                                    ) ss.
COUNTY OF ________                  )

         On this 25th day of May 2000, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared Tom Turner and ________________________________________ to
me known to be the persons who signed as President, and
___________________________________, respectively, of SUMMIT SECURITIES, INC.,
the corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned and on oath stated
that they were duly elected, qualified and acting as said officers of the
corporation, that they were authorized to execute said instrument and that the
seal affixed if any, is the corporate seal of said corporation.

         IN WITNESS WHEREOF I have hereunto see my hand and official seal the
day and year first above written.

                                    -------------------------------------------
                                    (Signature of Notary)



                                    -------------------------------------------
                                    (Print or stamp name of Notary)


                                    NOTARY PUBLIC in and for the State of
                                    Washington, residing at -------------------
                                    My Appointment Expires: -------------------











                                       77

<PAGE>

STATE OF WASHINGTON                 )
                                    ) ss.
COUNTY OF KING                      )

         On this 25th day of May 2000, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared Sherrie L. Pantle and Carolyn R. Whalen, to me known to be
the persons who signed as Vice President and Assistant Vice President,
respectively, of U.S. Bank Trust National Association, the national banking
association that executed the within and foregoing instrument and acknowledged
said instrument to be the free and voluntary act and deed of said national
banking association for the uses and purposes therein mentioned, and on oath
stated that they were duly elected, qualified and acting as said officers of
the national banking association, that they were authorized to execute said
instrument and that the seal affixed if any, is the seal of said national
banking association.

         IN WITNESS WHEREOF I have hereunto set my hand and official seal the
day and year first above written.



                                     /s/ Glendy Yuen
                                     ------------------------------------------
                                     (Signature of Notary)



                                     Glendy Yuen
                                     ------------------------------------------
                                     (Print or stamp name of Notary)


                                     NOTARY PUBLIC in and for the State of
                                     Washington, residing at Renton.
                                     My Appointment Expires: 2/28/2003.





                                       78

<PAGE>




                                    EXHIBIT A

                  FORM OF REDEEMABLE OR NONREDEEMABLE SECURITY

                               [FACE OF SECURITY]


         [If the Holder of this Security (as indicated below it) is The
Depository Trust Company ("DTC") or a nominee of DTC, this Security is a Global
Security and the following two legends apply:

         UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR
ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR
A NOMINEE OF SUCH SUCCESSOR.]

         [IF THIS SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT --
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE
CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ____% OF ITS
PRINCIPAL AMOUNT, THE ISSUE DATE IS __________, 19__ [AND] THE YIELD TO
MATURITY IS ____%. [THE METHOD USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF __________, 19__ TO
__________, 19__, IS ____% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]

                             SUMMIT SECURITIES, INC.
                             [DESIGNATION OF SERIES]

No. __________                                                      $__________

         SUMMIT SECURITIES, INC., an Idaho corporation (herein referred to as
the "Company," which term includes any successor under the Indenture referred
to on the reverse hereof), for value received, hereby promises to pay to
____________________ or registered assigns the principal sum of __________
Dollars on ____________________ (the "Stated Maturity Date")
[OR INSERT DATE FIXED FOR EARLIER REDEMPTION (the

<PAGE>

"Redemption Date)" and, together with the Stated Maturity Date with respect to
principal repayable on such date, the "Maturity Date")].

         [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT--and
to pay interest thereon from ________________________ or from the most recent
interest payment date to which interest has been paid or duly provided for,
semi-annually in arrears on ________________ and __________________ of each
year (each, an "Interest Payment Date"), commencing __________________, at the
rate of ____% per annum, until the entire principal amount hereof is paid or
duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Holder in whose name this Security (or one or more
predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the ________________ or
_________________ (whether or not a Business Day, as defined below), as the
case may be, next preceding such Interest Payment Date
[at the office or agency of the Company maintained for such purpose; provided,
however, that such interest may be paid, at the Company's option, by mailing a
check to such Holder at his registered address or by transfer of funds to an
account maintained by such Holder within the United States]. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may be paid to the Holder in
whose name this Security (or one or more predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not more than 15 days and not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.]

         [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT--
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at the
[Stated] Maturity Date and in such case the overdue principal of this Security
shall bear interest at the rate of ____% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ____% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such demand for payment to the date payment of
such interest has been made or duly provided for, and such interest shall also
be payable on demand.]

         The principal of this Security payable on the [Stated] Maturity Date
[or the principal of, premium, if any, and, if the Redemption Date is not an
Interest Payment Date, interest on this Security payable on the Redemption
Date] will be paid against presentation of this Security at the office or
agency of the Company maintained for that purpose in __________, in such coin
or

                                      A-2

<PAGE>

currency of the United States as at the time of payment is legal tender for the
payment of public and private debts.

         Interest payable on this Security on any Interest Payment Date and on
the [Stated] Maturity Date [or Redemption Date, as the case may be,] will
include interest accrued from and including the next preceding Interest Payment
Date in respect of which interest has been paid or duly provided for (or from
and including ____________________, if no interest has been paid on this
Security) to but excluding such Interest Payment Date or the [Stated] Maturity
Date [or Redemption Date, as the case may be]. If any Interest Payment Date or
the [Stated] Maturity Date [or Redemption Date] falls on a day that is not a
Business Day, principal, premium, if any, and/or interest payable with respect
to such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as
the case may be,] will be paid on the next succeeding Business Day with the
same force and effect as if it were paid on the date such payment was due, and
no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date or [Stated] Maturity Date
[or Redemption Date, as the case may be]. "Business Day" means any day, other
than a Saturday or Sunday, on which banks in New York are not required or
authorized by law or executive order to close.

         [IF THIS SECURITY IS A GLOBAL SECURITY, INSERT--All payments of
principal, premium, if any, and interest in respect of this Security will be
made by the Company in immediately available funds.]

         Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature of one of its authorized signatories, this
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its [facsimile] corporate seal.

Dated                                            SUMMIT SECURITIES, INC.
     -----------------------------

Attest:
                                                 By
----------------------------------                 ----------------------------
Secretary


                                      A-3

<PAGE>


                              [Reverse of Security]

                             SUMMIT SECURITIES, INC.

         This Security is one of a duly authorized issue of securities of the
Company, issued and to be issued in one or more series under an Indenture,
dated as of __________, 199__ (herein called the "Indenture") between the
Company and ____________________, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture with respect to
the series of which this Security is a part), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities, and of the
terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the duly authorized series of Securities
designated on the face hereof (collectively, the "Securities"),
[IF APPLICABLE, INSERT--and the aggregate principal amount of the securities to
be issued under such series is limited to $__________ (except for Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of
other Securities).] All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

         If an Event of Default shall occur and be continuing, the principal of
the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.

         [IF APPLICABLE, INSERT--The Securities may not be redeemed prior to
the [Stated] Maturity Date.]

         [IF APPLICABLE, INSERT--The Securities are subject to redemption [(a)
[IF APPLICABLE, INSERT--on _________________ in any year commencing with the
year _________ and ending with the year _________ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount and (b) ] [IF APPLICABLE, INSERT--at any time [on or after
_____________], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed on or before ______________, ________% and if redeemed during the
12-month period beginning ____________________ of the years indicated, at the
Redemption Prices indicated below.

<TABLE>

        YEAR                  REDEMPTION PRICE                  YEAR                  REDEMPTION PRICE
        <S>                   <C>                               <C>                   <C>


</TABLE>


and thereafter at a Redemption Price equal to ____% of the principal amount,
together, in the case of any such redemption [IF APPLICABLE, INSERT--(whether
through operation of the sinking fund or otherwise)], with accrued interest to
the Redemption Date; provided, however, that installments of interest on this
Security whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]

                                      A-4

<PAGE>


[IF APPLICABLE, INSERT--The Securities are subject to redemption (a) on
__________ in any year commencing with the year ____ and ending with the
year ________________ at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below and (b) at any time [on or after
__________], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during the 12-month period beginning ______ of
the years indicated,

<TABLE>

                                          REDEMPTION PRICE FOR REDEMPTION       REDEMPTION PRICE FOR REDEMPTION
                                              THROUGH OPERATION OF THE        OTHERWISE THAN THROUGH OPERATION OF
                 YEAR                               SINKING FUND                        THE SINKING FUND
                 <S>                      <C>                                 <C>


</TABLE>


and thereafter at a Redemption Price equal to __% of the principal amount,
together, in the case of any such redemption (whether through operation of the
sinking fund or otherwise), with accrued interest to the Redemption Date;
provided, however, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder
of this Security, or one or more predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]

[IF APPLICABLE, INSERT--Notwithstanding the foregoing, the Company may not,
prior to __________ redeem any Securities as contemplated by [clause (2) of]
the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of money borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than ____% per annum.]

         [IF APPLICABLE, INSERT--The sinking fund for the Securities provides
for the redemption on __________ in each year, beginning with the year ____ and
ending with the year ____, of [not less than] $__] [("mandatory sinking fund")
and not more than $__________] aggregate principal amount of the Securities.
[The Securities acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made in the
[DESCRIBE ORDER] order in which they become due.]]

         Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.

         In the event of redemption of the Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof.

         [IF APPLICABLE, INSERT CONVERSION PROVISIONS SET FORTH IN ANY BOARD
RESOLUTION OR INDENTURE SUPPLEMENTAL TO THE INDENTURE.]

                                      A-5

<PAGE>

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate principal amount of all
Securities issued under the Indenture at the time Outstanding and affected
thereby. The Indenture also contains provisions permitting the Holders of not
less than a majority of the aggregate principal amount of the Outstanding
Securities, on behalf of the Holders of all such Securities, to waive
compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of not less than a
majority of the aggregate principal amount, in certain instances, of the
Outstanding Securities of any series to waive, on behalf of all of the Holders
of Securities of such series, certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and other Securities issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, places and rates,
and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations
therein [and herein] set forth, the transfer of this Security is registrable
in the Security Register of the Company upon surrender of this security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or by his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.

         As provided in the Indenture and subject to certain limitations
therein [and herein] set forth, this Security is exchangeable for a like
aggregate principal amount of Securities of different authorized denominations
but otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.

         The Securities of this series are issuable only in registered form
[without coupons] in denominations of $__________ and any integral multiple
thereof. No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this 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 this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                                      A-6

<PAGE>

         No recourse shall be had for the payment of the principal of or
premium, if any, or the interest on this Security, or for any claim based
thereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any past, present or
future stockholder, employee, officer or director, as such, of the Company or
of any successor, either directly or through the Company or any successor,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

         The Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of ______________ applicable to
agreements made and to be performed entirely in such State.

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                       [NAME OF TRUSTEE], as Trustee



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







                                      A-7

<PAGE>




                                   EXHIBIT B-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

         This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account are
owned by (a) person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations or any estate or trust
the income of which is subject to United States federal income taxation
regardless of its source ("United States Person(s)"), (b) United States
Person(s) that are (i) foreign branches of United States financial
institutions (financial institutions, as defined in United States Treasury
Regulations Section 1.165-12(c)(1)(v), are herein referred to as "financial
institutions") purchasing for their own account or for resale or (ii) United
States Person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case
(i) or (ii), each such United States financial institution hereby agrees, on
its own behalf or through its agent, that you may advise Summit Securities,
Inc. or its agent that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder) or (c) are
owned by United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is
a United States or foreign financial institution described in clause (c) above
(whether or not also described in clause (a) or (b)), this is to further
certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States Person or to a
person within the United States or its possessions.

         As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

         We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

         This certificate excepts and does not relate to [US$__________] of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
permanent Global Security or an exchange for and

<PAGE>

delivery of definitive Securities (or, if relevant, collection of any
interest) cannot be made until we do so certify.

         We understand that this certificate may be required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: __________, ____
[To be dated no earlier than the 15th day prior to
(a) the Exchange Date or (b) the relevant interest
Payment Date occurring prior to the Exchange Date,
as applicable]

                                     [Name of Person Making Certification]



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

















                                     B-1-2

<PAGE>




                                   EXHIBIT B-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
         A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

         This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission
from each of the persons appearing in our records as persons entitled to a
portion of the principal amount set forth below (our "Member Organizations")
substantially in the form attached hereto, as of the date hereof, [US$]
principal amount of the above-captioned Securities is owned by (a) person(s)
that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States Person(s)"), (b) United States Person(s) that are (i) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.16512(c)(1)(v), are
herein referred to as "financial institutions") purchasing for their own
account or for resale or (ii) United States Person(s) who acquired the
Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions
on the date hereof (and in either case (i) or (ii), each such financial
institution has agreed, on its own behalf or through its agent, that we may
advise Summit Securities, Inc. or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder) or
(c) United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial
institutions described in clause (c) (whether or not also described in clause
(a) or (b)) have certified that they have not acquired the Securities for
purposes of resale directly or indirectly to a United States Person or to a
person within the United States or its possessions.

         As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

         We further certify that (a) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary Global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Other Organizations and (b) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

<PAGE>

         We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: __________, ____
[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]


                                       [MORGAN GUARANTY TRUST COMPANY
                                       OF NEW YORK, BRUSSELS OFFICE,] as
                                       Operator of the Euroclear System [CEDEL
                                       S.A.]



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





                                     B-2-2