<PAGE>

                                                                     EXHIBIT 4.1


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



                                 SUNOCO, INC.



                                      To



                                CITIBANK, N.A.


                                    Trustee



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



                                   Indenture



                           Dated as of June 30, 2000



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





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


<PAGE>

          Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of June 30, 2000



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

(S) 310 (a)(1) ........................................        6.09
        (a)(2) ........................................        6.09
        (a)(3) ........................................   Not Applicable
        (a)(4) ........................................   Not Applicable
        (a)(5) ........................................        6.09
        (b) ...........................................     6.08, 6.10
        (c) ...........................................   Not Applicable
(S) 311 (a) ...........................................      6.13(a)
        (b) ...........................................      6.13(b)
        (c) ...........................................   Not Applicable
(S) 312 (a) ...........................................    7.01, 7.02(a)
        (b) ...........................................      7.02(b)
        (c) ...........................................      7.02(c)
(S) 313 (a) ...........................................      7.03(a)
        (b) ...........................................      7.03(b)
        (c) ...........................................  7.03(a), 7.03(c)
        (d) ...........................................      7.03(d)
(S) 314 (a) ...........................................    7.04, 12.02
        (b) ...........................................   Not Applicable
        (c)(1) ........................................        1.02
        (c)(2) ........................................        1.02
        (c)(3) ........................................   Not Applicable
        (d) ...........................................   Not Applicable
        (e) ...........................................        1.02
(S) 315 (a) ...........................................  6.01(a), 6.01(c)
        (b) ...........................................  6.02, 7.03(a)(7)
        (c) ...........................................       6.01(b)
        (d)(1) ........................................       6.01(a)
        (d)(2) ........................................     6.01(c)(2)
        (d)(3) ........................................     6.01(c)(3)
        (e) ...........................................        5.14
(S) 316 (a)(1)(A) .....................................     5.02, 5.12
        (a)(1)(B) .....................................        5.13
        (a)(2) ........................................   Not Applicable
        (b) ...........................................        5.08
        (c) ...........................................   Not Applicable
(S) 317 (a)(1) ........................................        5.03
        (a)(2) ........................................        5.04
        (b) ...........................................       12.04
(S) 318 ...............................................        1.06

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


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
                                               ARTICLE ONE
                                               -----------

                  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.........................    1
                  ------------------------------------------------------



Section 1.01.  Definitions........................................................................    1
               -----------

Section 1.02.  Compliance Certificates and Opinions...............................................   15
               ------------------------------------

Section 1.03.  Form of Documents Delivered to Trustee.............................................   16
               --------------------------------------

Section 1.04.  Notices, etc., to Trustee and Company..............................................   17
               -------------------------------------

Section 1.05.  Notice to Holders; Waiver..........................................................   17
               -------------------------

Section 1.06.  Conflict with Trust Indenture Act..................................................   18
               ---------------------------------

Section 1.07.  Effect of Headings and Table of Contents...........................................   18
               ----------------------------------------

Section 1.08.  Successors and Assigns.............................................................   19
               ----------------------

Section 1.09.  Separability Clause................................................................   19
               -------------------

Section 1.10.  Benefits of Indenture..............................................................   19
               ---------------------

Section 1.11.  Governing Law......................................................................   19
               -------------

Section 1.12.  Legal Holidays.....................................................................   19
               --------------

Section 1.13.  No Security Interest Created.......................................................   20
               ----------------------------

Section 1.14.  Liability Solely Corporate.........................................................   20
               --------------------------

                                               ARTICLE TWO

                                             DEBT SECURITY FORMS..................................   20

Section 2.01.  Forms Generally....................................................................   20
               ---------------

Section 2.02.  Form of Trustee's Certificate of Authentication....................................   21
               -----------------------------------------------

Section 2.03.  Securities in Global Form..........................................................   22
               -------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                              ARTICLE THREE
                                                                                                                    Page
<S>                                                                                                                 <C>
                                              THE DEBT SECURITIES................................................    22

Section 3.01.  Amount Unlimited; Issuable in Series..............................................................    22
               ------------------------------------

Section 3.02.  Denominations.....................................................................................    27
               -------------

Section 3.03.  Execution, Authentication, Delivery and Dating....................................................    27
               ----------------------------------------------

Section 3.04.  Temporary Debt Securities; Exchange of Temporary Global Notes
               -------------------------------------------------------------
               for Definitive Bearer Securities; Global Notes Representing Registered Securities.................    29
               ---------------------------------------------------------------------------------

Section 3.05.  Registration, Transfer and Exchange...............................................................    36
               -----------------------------------

Section 3.06.  Mutilated, Destroyed, Lost and Stolen Debt Securities.............................................    39
               -----------------------------------------------------

Section 3.07.  Payment of Interest; Interest Rights Preserved....................................................    40
               ----------------------------------------------

Section 3.08.  Cancellation......................................................................................    44
               ------------

Section 3.09.  Computation of Interest...........................................................................    44
               -----------------------

Section 3.10.  Currency of Payments in Respect of Debt Securities................................................    44
               --------------------------------------------------

Section 3.11.  Judgments.........................................................................................    48
               ---------

Section 3.12.  Exchange Upon Default.............................................................................    49
               ---------------------

Section 3.13.  CUSIP Numbers.....................................................................................    49
               -------------

                                              ARTICLE FOUR

                                       SATISFACTION AND DISCHARGE.................................................   49

Section 4.01.  Satisfaction and Discharge of Indenture...........................................................    49
               ---------------------------------------

Section 4.02.  Application of Trust Money........................................................................    51
               --------------------------

                                              ARTICLE FIVE

                                                REMEDIES.........................................................    52

Section 5.01.  Events of Default.................................................................................    52
               -----------------

Section 5.02.  Acceleration of Maturity; Rescission and Annulment................................................    53
               --------------------------------------------------

Section 5.03.  Collection of Indebtedness and Suits for Enforcement by Trustee...................................    55
               ---------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                 <C>
Section 5.04.  Trustee May File Proofs of Claim...................................................   56
               --------------------------------

Section 5.05.  Trustee May Enforce Claims Without Possession of Debt Securities or Coupons........   57
               ---------------------------------------------------------------------------

Section 5.06.  Application of Money Collected.....................................................   57
               ------------------------------

Section 5.07.  Limitation on Suits................................................................   58
               -------------------

Section 5.08.  Unconditional Right of Holders to Receive Principal, Premium and Interest..........   59
               -------------------------------------------------------------------------

Section 5.09.  Restoration of Rights and Remedies.................................................   59
               ----------------------------------

Section 5.10.  Rights and Remedies Cumulative.....................................................   59
               ------------------------------

Section 5.11.  Delay or Omission Not Waiver.......................................................   59
               ----------------------------

Section 5.12.  Control by Holders.................................................................   60
               ------------------

Section 5.13.  Waiver of Past Defaults............................................................   60
               -----------------------

Section 5.14.  Undertaking for Costs..............................................................   60
               ---------------------

                                               ARTICLE SIX

                                               THE TRUSTEE........................................   61

Section 6.01.  Certain Duties and Responsibilities................................................   61
               -----------------------------------

Section 6.02.  Notice of Defaults.................................................................   62
               ------------------

Section 6.03.  Certain Rights of Trustee..........................................................   63
               -------------------------

Section 6.04.  Not Responsible for Recitals or Issuance of Debt Securities........................   64
               -----------------------------------------------------------

Section 6.05.  May Hold Debt Securities...........................................................   65
               ------------------------

Section 6.06.  Money Held in Trust................................................................   65
               -------------------

Section 6.07.  Compensation and Reimbursement.....................................................   65
               ------------------------------

Section 6.08.  Disqualification; Conflicting Interests............................................   66
               ---------------------------------------

Section 6.09.  Corporate Trustee Required; Eligibility............................................   66
               ---------------------------------------

Section 6.10.  Resignation and Removal; Appointment of Successor..................................   66
               -------------------------------------------------

Section 6.11.  Acceptance of Appointment by Successor.............................................   68
               --------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
Section 6.12.  Merger, Conversion, Consolidation or Succession to
               --------------------------------------------------
     Business.............................................................    70
     --------

Section 6.13.  Preferential Collection of Claims Against Company..........    70
               -------------------------------------------------

Section 6.14.  Appointment of Authenticating Agent........................    70
               -----------------------------------

Section 6.15.  Trustee's Application for Instructions from the Company....    72
               -------------------------------------------------------

                                  ARTICLE SEVEN

            HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.............    72

Section 7.01.  Company to Furnish Trustee Names and Addresses of Holders..    72
               ---------------------------------------------------------

Section 7.02.  Preservation of Information; Communication to Holders......    73
               -----------------------------------------------------

Section 7.03.  Reports by Trustee.........................................    75
               ------------------

Section 7.04.  Reports by Company.........................................    77
               ------------------

                                  ARTICLE EIGHT

                             CONCERNING THE HOLDERS.......................    77

Section 8.01.  Acts of Holders............................................    77
               ---------------

Section 8.02.  Proof of Ownership; Proof of Execution of Instruments by
               --------------------------------------------------------
     Holder...............................................................    78
     ------

Section 8.03.  Persons Deemed Owners......................................    79
               ---------------------

Section 8.04.  Revocation of Consents; Future Holders Bound...............    79
               --------------------------------------------

                                  ARTICLE NINE

                                HOLDERS' MEETINGS.........................    80

Section 9.01.  Purposes of Meetings.......................................    80
               --------------------

Section 9.02.  Call of Meetings by Trustee................................    80
               ---------------------------

Section 9.03.  Call of Meetings by Company or Holders.....................    81
               --------------------------------------

Section 9.04.  Qualifications for Voting..................................    81
               -------------------------

Section 9.05.  Regulations................................................    81
               -----------

Section 9.06.  Voting.....................................................    82
               ------

Section 9.07.  No Delay of Rights by Meeting..............................    83
               -----------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
                                   ARTICLE TEN

           CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...........    83

Section 10.01. Company May Consolidate, etc., Only on Certain Terms.......    83
               ----------------------------------------------------

Section 10.02  Successor Corporation to be Substituted; Securities
               ---------------------------------------------------
               to be Secured in Certain Events............................    83
               -------------------------------

Section 10.03  Opinion of Counsel to be Given Trustee.....................    84
               --------------------------------------

                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURES......................    85

Section 11.01. Supplemental Indentures Without Consent of Holders.........    85
               --------------------------------------------------

Section 11.02. Supplemental Indentures With Consent of Holders............    86
               -----------------------------------------------

Section 11.03. Execution of Supplemental Indentures.......................    88
               ------------------------------------

Section 11.04. Effect of Supplemental Indentures..........................    88
               ---------------------------------

Section 11.05. Conformity with Trust Indenture Act........................    88
               -----------------------------------

Section 11.06. Reference in Debt Securities to Supplemental Indentures....    88
               -------------------------------------------------------

Section 11.07. Notice of Supplemental Indenture...........................    89
               --------------------------------

                                 ARTICLE TWELVE

                                    COVENANTS.............................    89

Section 12.01. Payment of Principal, Premium and Interest.................    89
               ------------------------------------------

Section 12.02. Officer's Certificate as to Default........................    89
               -----------------------------------

Section 12.03. Maintenance of Office or Agency............................    90
               -------------------------------

Section 12.04. Money for Debt Securities; Payments To Be Held in Trust....    91
               -------------------------------------------------------

Section 12.05. [Intentionally Omitted]....................................    93

Section 12.06. Purchase of Debt Securities by Company.....................    93
               --------------------------------------

Section 12.07. Limitation on Liens........................................    93
               -------------------

Section 12.08. Limitation on Sale and Lease-Back Transactions.............    95
               ----------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
Section 12.09. Waiver of Certain Covenants................................    96
               ---------------------------

                                ARTICLE THIRTEEN

                          REDEMPTION OF DEBT SECURITIES...................    97

Section 13.01. Applicability of Article...................................    97
               ------------------------

Section 13.02. Election to Redeem; Notice to Trustee......................    97
               -------------------------------------

Section 13.03. Selection by Trustee of Debt Securities to Be Redeemed.....    97
               ------------------------------------------------------

Section 13.04. Notice of Redemption.......................................    98
               --------------------

Section 13.05. Deposit of Redemption Price................................    99
               ---------------------------

Section 13.06. Debt Securities Payable on Redemption Date.................   100
               ------------------------------------------

Section 13.07. Debt Securities Redeemed in Part...........................   101
               --------------------------------

                                ARTICLE FOURTEEN

                                  SINKING FUNDS...........................   101

Section 14.01. Applicability of Article...................................   101
               ------------------------

Section 14.02. Satisfaction of Mandatory Sinking Fund Payments with Debt
               ---------------------------------------------------------
     Securities...........................................................   102
     ----------

Section 14.03. Redemption of Debt Securities for Sinking Fund.............   102
               ----------------------------------------------

                                 ARTICLE FIFTEEN

                                    DEFEASANCE............................   104

Section 15.01. Applicability of Article...................................   104
               ------------------------

Section 15.02. Defeasance Upon Deposit of Moneys or U.S. Government
               ----------------------------------------------------
     Obligations..........................................................   104
     -----------

Section 15.03. Deposited Moneys and U.S. Government Obligations to Be
               ------------------------------------------------------
     Held in Trust........................................................   107
     -------------

Section 15.04. Repayment to Company.......................................   107
               --------------------

                                 ARTICLE SIXTEEN

                                   CONVERSION.............................   107

Section 16.01. Applicability; Conversion Privilege........................   107
               -----------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                                            Page
<S>                                                                         <C>
Section 16.02. Conversion Procedure; Conversion Price; Fractional
               --------------------------------------------------
     Shares...............................................................   108
     ------

Section 16.03. Adjustment of Conversion Price for Common Stock............   110
               -----------------------------------------------

Section 16.04. Consolidation or Merger of the Company.....................   114
               --------------------------------------

Section 16.05. Notice of Adjustment.......................................   115
               --------------------

Section 16.06. Notice In Certain Events...................................   115
               ------------------------


Section 16.07. Company To Reserve Equity Securities; Registration; Listing.  116
               -----------------------------------------------------------

Section 16.08. Taxes on Conversion........................................   117
               -------------------

Section 16.09. Conversion After Record Date...............................   117
               ----------------------------

Section 16.10. Company Determination Final................................   118
               ---------------------------

Section 16.11. Trustee's Disclaimer.......................................   118
               --------------------
</TABLE>


<PAGE>

     INDENTURE dated as of June 30, 2000, between SUNOCO, INC., a Pennsylvania
corporation (hereinafter called the "Company"), having its principal executive
office at Ten Penn Center, 1801 Market Street, Philadelphia, PA 19103, and
CITIBANK, N.A., a national banking association duly incorporated and existing
under the laws of the United States of America, Trustee (hereinafter called the
"Trustee").


                            RECITALS OF THE COMPANY

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

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


     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                  ARTICLE ONE

                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

     Section 1.01.  Definitions.
                    -----------

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

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

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


<PAGE>

                                                                               2

     (3) all accounting terms not otherwise defined herein have the meanings
   assigned to them in accordance with generally accepted accounting principles,
   and, except as otherwise herein expressly provided, the term "generally
   accepted accounting principles" with respect to any computation required or
   permitted hereunder shall mean such accounting principles as are generally
   accepted in the United States of America at the date of such computation; and

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

Certain terms, used principally in Article Three or Article Six, are defined in
those respective Articles.

     "Act" when used with respect to any Holder, has the meaning specified in
   Section 8.01.

     "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.

     "Affiliated Corporation" means any corporation which is controlled by the
   Company but which is not a Subsidiary of the Company pursuant to the
   definition of the term "Subsidiary."

     "Authenticating Agent" has the meaning specified in Section 6.14.

     "Authorized Newspaper" means a newspaper in an official language of the
   country of publication customarily published at least once a day, and
   customarily published for at least five days in each calendar week, and of
   general circulation in the place in connection with which the term is used or
   in the financial community of such place. Where successive publications are
   required to be made in Authorized Newspapers, the successive publications may
   be made in the same or in different newspapers in the same city meeting the
   foregoing requirements and in each case on any Business Day in such city.

     "Bearer Security" means any Debt Security (with or without Coupons), in the
   form established pursuant to Section 2.01, which is payable to bearer
   (including any
<PAGE>

                                                                               3

     Global Note payable to bearer) and title to which passes by delivery only,
     but does not include any Coupons.

          "Board of Directors" means either the board of directors of the
     Company, or any committee of that board duly authorized to act hereunder or
     any director or directors and/or officer or officers of the Company to whom
     that board or committee shall have delegated its authority.

          "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. As used in this
     Indenture, reference to action taken pursuant to a Board Resolution shall
     include, without limitation, all action taken by an officer of the Company
     who has been duly authorized by the Board of Directors to take such action.

          "Business Day" when used with respect to any Place of Payment or any
     other particular location referred to in this Indenture or in the Debt
     Securities means any day which is not a Saturday, a Sunday or a legal
     holiday or a day on which banking institutions or trust companies in that
     Place of Payment or other location are authorized or obligated by law to
     close, except as otherwise specified pursuant to Section 3.01.

          "CEDEL" means Cedel S.A.

          "Closing Price" of an Equity Security means the last reported sale
     price of such stock (regular way) as shown on the Composite Tape of the New
     York Stock Exchange (or, if such stock is not listed or admitted to trading
     on the New York Stock Exchange, on the principal national securities
     exchange on which such stock is listed or admitted to trading), or, in case
     no such sale takes place on such day, the average of the closing bid and
     asked prices on the New York Stock Exchange (or, if such stock is not
     listed or admitted to trading on the New York Stock Exchange, on the
     principal national securities exchange on which such stock is listed or
     admitted to trading), or, if it is not listed or admitted to trading on any
     national securities exchange, the last reported sale price of such stock as
     reported by the National Association of Securities Dealers Automated
     Quotation System (NASDAQ), or in case no such sale takes place on such day,
     the average of the closing bid and asked prices as reported by NASDAQ, or
     if such stock is not so reported, the average of the closing bid and asked
     prices as furnished by any member of the National Association of Securities
     Dealers, Inc., selected from time to time by the Company for that purpose.
<PAGE>

                                                                               4

          "Code" means the Internal Revenue Code of 1986, as amended and as in
     effect on the date hereof.

          "Commission" means the Securities and Exchange Commission, as from
     time to time constituted, created under the Securities Exchange Act of
     1934, as amended, or if at any time after the execution of this 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 the class of Common Stock, $1 par value, of the
     Company authorized at the date of this Indenture as originally signed or
     any other class of stock resulting from successive changes or
     reclassifications of such Common Stock and which does not have any priority
     in the payment of dividends or upon liquidation over any other class of
     stock and which is not subject to redemption by the Company; provided that
                                                                  --------
     if Debt Securities convertible into Common Stock are Outstanding at the
     time of such successive changes or reclassifications and there shall be
     more than one such resulting class of stock, the shares of each resulting
     class then so issuable shall be substantially in the proportion which the
     total number of shares of such class resulting from all such
     reclassifications bears to the total number of shares of all such classes
     resulting from all such reclassifications.

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

          "Company Request" and "Company Order" mean, respectively, a written
     request or order signed in the name of the Company by the Chairman of the
     Board, the Chief Executive Officer, the President, the Chief Financial
     Officer or a Vice President and by the Treasurer, an Assistant Treasurer,
     the Comptroller, the Secretary or an Assistant Secretary of the Company,
     and delivered to the Trustee.

          "Component Currency" has the meaning specified in Section 3.10(i).

          "Consolidated Stockholders' Equity", at any time, means the total
     stockholders' equity of the Company and its consolidated subsidiaries,
     determined on a consolidated basis in accordance with generally accepted
     accounting principles, as of the end of the most recently completed
<PAGE>

                                                                               5

     fiscal quarter of the Company for which financial information is then
     available.

          "Conversion Agent" means any Person authorized by the Company to
     receive Debt Securities to be converted into Equity Securities on behalf of
     the Company. The Company initially authorizes the Trustee to act as
     Conversion Agent for the Debt Securities on its behalf. The Company may at
     any time and from time to time authorize one or more Persons to act as
     Conversion Agent in addition to or in place of the Trustee with respect to
     any series of Debt Securities issued under this Indenture.

          "Conversion Date" has the meaning specified in Section 3.10(e).

          "Conversion Event" means the cessation of (i) a Foreign Currency to be
     used both by the government of the country which issued such Currency and
     for the settlement of transactions by public institutions of or within the
     international banking community, (ii) the ECU to be used both within the
     European Monetary System and for the settlement of transactions by public
     institutions of or within the European Communities or (iii) any Currency
     unit other than the ECU to be used for the purposes for which it was
     established.

          "Conversion Price" means, with respect to any series of Debt
     Securities which are convertible into Equity Securities, the price per
     share of Equity Securities at which the Debt Securities of such series are
     so convertible, as specified pursuant to Section 3.01 with respect to such
     series, as such price may be adjusted from time to time in accordance with
     Section 16.03.

          "Corporate Trust Office" means the principal corporate trust office of
     the Trustee at which at any particular time its corporate trust business
     shall be administered, which office at the date of execution of this
     instrument is located at 111 Wall Street, 5th Floor, New York, New
     York 10043.

          "Corporation" includes corporations, associations, companies and
     business trusts.
<PAGE>

                                                                               6

          "Coupon" means any interest coupon appertaining to any Debt Security.

          "Coupon Security" means any Bearer Security authenticated and
     delivered with one or more Coupons appertaining thereto.

          "Currency" means Dollars or Foreign Currency.

          "Currency Determination Agent" means the New York Clearing House bank,
     if any, from time to time selected by the Trustee for purposes of Section
     3.10; provided that such agent shall accept such appointment in writing and
           --------
     the terms of such appointment shall be acceptable to the Company and shall,
     in the opinion of the Company and the Trustee at the time of such
     appointment, require such agent to make the determinations required by this
     Indenture by a method consistent with the method provided in this Indenture
     for the making of such decision or determination.

          "Current Market Price" of an Equity Security on any date means the
     average of the daily Closing Prices per share of such Equity Security for
     any thirty (30) consecutive Trading Days selected by the Company prior to
     the date in question, which thirty (30) consecutive Trading Day period
     shall not commence more than forty-five (45) Trading Days prior to the day
     in question; provided that with respect to Section 16.03(3), the "Current
     Market Price" of such Equity Security shall mean the average of the daily
     Closing Prices per share of such Equity Security for the five (5)
     consecutive Trading Days ending on the date of the distribution referred to
     in Section 16.03(3) (or if such date shall not be a Trading Day, on the
     Trading Day immediately preceding such date).

          "Debt Securities" has the meaning stated in the first recital of this
     Indenture and more particularly means any Debt Securities (including any
     Global Notes) authenticated and delivered under this Indenture.

          "Defaulted Interest" has the meaning specified in Section 3.07.

          "Discharged" has the meaning specified in Section 15.02.

          "Discount Security" means any Debt Security which is issued with
     "original issue discount" within the meaning of Section 1273(a) of the Code
     and the regulations thereunder.

          "Dollar" or "$" means a dollar or other equivalent unit in such coin
     or currency of the United States as at the time
<PAGE>

                                                                               7

     of payment is legal tender for the payment of public and private debts.

          "Dollar Equivalent of the Currency Unit" has the meaning specified in
     Section 3.10(h).

          "Dollar Equivalent of the Foreign Currency" has the meaning specified
     in Section 3.10(g).

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

          "Election Date" has the meaning specified in Section 3.10(i).

          "Equity Security" means either Common Stock or Preference Stock or
     both Common Stock and Preference Stock.

          "Euro-clear Operator" means Morgan Guaranty Trust Company of New York,
     Brussels office, or its successor as operator of the Euro-clear 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 Section 5.01.

          "Exchange Rate Officer's Certificate" means a telex or a certificate
     setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar,
     Foreign Currency or Currency unit amounts of principal, premium, if any,
     and any interest respectively (on an aggregate basis and on the basis of a
     Debt Security having the lowest denomination principal amount determined in
     accordance with Section 3.02 in the relevant Currency or Currency unit),
     payable on the basis of such Market Exchange Rate sent (in the case of a
     telex) or signed (in the case of a certificate) by the Treasurer or any
     Assistant Treasurer of the Company.

          "Fixed Rate Security" means a Debt Security which provides for the
     payment of interest at a fixed rate.

          "Floating Rate Security" means a Debt Security which provides for the
     payment of interest at a variable rate determined periodically by reference
     to an interest rate index or any other index specified pursuant to Section
     3.01.
<PAGE>

                                                                               8

          "Foreign Currency" means a currency issued by the government of any
     country other than the United States or a composite currency or currency
     unit the value of which is determined by reference to the values of the
     currencies of any group of countries.

          "Funded Debt" means any indebtedness for money borrowed, created,
     issued, incurred, assumed or guaranteed which would, in accordance with
     generally accepted accounting practice, be classified as long-term debt,
     but in any event including all indebtedness for money borrowed, whether
     secured or unsecured, maturing more than one year or extendible at the
     option of the obligor to a date more than one year, after the date of
     determination thereof (excluding any amount thereof included in current
     liabilities).

          "Global Note" means a Registered or Bearer Security evidencing all or
     part of a series of Debt Securities, including, without limitation, any
     temporary or permanent Global Note.

          "Holder" means, with respect to a Registered Security, the Registered
     Holder, and with respect to a Bearer Security or a Coupon, the bearer
     thereof.

          "Indebtedness" of any Person means (1) any liability of such Person
     (a) for borrowed money, or (b) evidenced by a note or similar instrument
     given in connection with the acquisition of any business, properties or
     assets of any kind, or (c) for the payment of money under a lease that is
     required to be classified as a capitalized lease obligation in accordance
     with generally accepted accounting principles; (2) any liability of others
     described in the preceding clause (1) that such Person has guaranteed; and
     (3) any amendment, supplement, modification, deferral, renewal, extension
     or refunding of any liability of the types referred to in clauses (1) and
     (2) above.

          "Indenture" means this instrument as originally executed, or as it may
     from time to time be supplemented or amended by one or more indentures
     supplemental hereto entered into pursuant to the applicable provisions
     hereof and, unless the context otherwise requires, shall include the terms
     of a particular series of Debt Securities as established pursuant to
     Section 3.01.

          The term "interest," when used with respect to a Discount Security
     which by its terms bears interest only after maturity, means interest
     payable after Maturity, and, when used with respect to a Bearer Security,
     includes any additional amounts payable on such Bearer Security, if so
     provided pursuant to Section 3.01.
<PAGE>

                                                                               9

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

          "Market Exchange Rate" means (i) for any conversion involving a
     Currency unit on the one hand and Dollars or any Foreign Currency on the
     other, the exchange rate between the relevant Currency unit and Dollars or
     such Foreign Currency calculated by the method specified pursuant to
     Section 3.01 for the securities of the relevant series, (ii) for any
     conversion of Dollars into any Foreign Currency, the noon (New York City
     time) buying rate for such Foreign Currency for cable transfers quoted in
     New York City as certified for customs purposes by the Federal Reserve Bank
     of New York and (iii) for any conversion of one Foreign Currency into
     Dollars or another Foreign Currency, the spot rate at noon local time in
     the relevant market at which, in accordance with normal banking procedures,
     the Dollars or Foreign Currency into which conversion is being made could
     be purchased with the Foreign Currency from which conversion is being made
     from major banks located in either New York City, London or any other
     principal market for Dollars or such purchased Foreign Currency. In the
     event of the unavailability of any of the exchange rates provided for in
     the foregoing clauses (i), (ii) and (iii) the Currency Determination Agent
     shall use, in its sole discretion and without liability on its part, such
     quotation of the Federal Reserve Bank of New York as of the most recent
     available date, or quotations from one or more major banks in New York
     City, London or other principal market for such Currency or Currency unit
     in question, or such other quotations as the Currency Determination Agent
     shall deem appropriate. Unless otherwise specified by the Currency
     Determination Agent, if there is more than one market for dealing in any
     Currency or Currency unit by reason of foreign exchange regulations or
     otherwise, the market to be used in respect of such Currency or Currency
     unit shall be that upon which a nonresident issuer of securities designated
     in such Currency or Currency unit would purchase such Currency or Currency
     unit in order to make payments in respect of such securities.

          "Maturity" when used with respect to any Debt Security means the date
     on which the principal of such Debt Security or an installment of principal
     becomes due and payable as therein or herein provided, whether at the
     Stated Maturity or by declaration of acceleration, call for redemption,
     repayment at the option of the Holder thereof or otherwise.

          "Officers' Certificate" means a certificate signed by the Chairman of
     the Board, the Chief Executive Officer, the President, the Chief Financial
     Officer or a Vice President, and by the Treasurer, an Assistant Treasurer,
     the
<PAGE>

                                                                              10

     Comptroller, 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 to the Company (including an employee of the Company) which is
     delivered to the Trustee.

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

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

          (ii) Debt Securities for whose payment or redemption 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 Debt Securities and any Coupons thereto
     appertaining; provided, however, that if such Debt 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;
     and

          (iii) Debt Securities which have been paid pursuant to Section 3.06 or
     in exchange for or in lieu of which other Debt Securities have been
     authenticated and delivered pursuant to this Indenture, other than any such
     Debt Securities in respect of which there shall have been presented to the
     Trustee proof satisfactory to it that such Debt Securities are held by a
     bona fide purchaser in whose hands such Debt Securities are valid
     obligations of the Company;

     provided, however, that in determining whether the Holders of the requisite
     --------  -------
     principal amount of Debt Securities Outstanding have performed any Act
     hereunder, Debt Securities owned by the Company or any other obligor upon
     the Debt Securities or any Affiliate of the Company or of such other
     obligor shall be disregarded and deemed not to be Outstanding, except that,
     in determining whether the Trustee shall be protected in relying upon any
     such Act, only Debt Securities which a Responsible Officer of the Trustee
     actually knows to be so owned shall be so disregarded. Debt Securities so
     owned which have been pledged in good faith may be regarded as Outstanding
     if the pledgee establishes to the satisfaction of the Trustee the pledgee's
     right to act with respect to such Debt Securities and that the pledgee is
     not the Company or any other obligor
<PAGE>

                                                                              11

     upon the Debt Securities or any Affiliate of the Company or of such other
     obligor. In determining whether the Holders of the requisite principal
     amount of Outstanding Debt Securities have performed any Act hereunder, the
     principal amount of a Discount Security that shall be deemed to be
     Outstanding for such purpose shall be the amount of the principal thereof
     that would be due and payable as of the date of such determination upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02 and the principal amount of a Debt Security denominated in a Foreign
     Currency that shall be deemed to be Outstanding for such purpose shall be
     the amount calculated pursuant to Section 3.10(k).

          "Overdue Rate," when used with respect to any series of the Debt
     Securities, means the rate, if any, designated as such in or pursuant to
     the Board Resolution or the supplemental indenture, as the case may be,
     relating to such series as contemplated by Section 3.01.

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

          "Permanent Global Note" shall have the meaning given such term in
     Section 3.04(b).

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

          "Place of Payment" when used with respect to the Debt Securities of
     any series means the place or places where the principal of (and premium,
     if any) and interest on the Debt Securities of that series are payable as
     specified pursuant to Section 3.01.

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

                                                                              12

          "Preference Stock" means the class of Preference Stock of the Company
     authorized at the date of this Indenture as originally signed or any other
     class of stock resulting from successive changes or reclassifications of
     such stock which may hereafter be outstanding; provided, that if Debt
                                                    --------
     Securities convertible into Preference Stock are outstanding at the time of
     such successive changes or reclassifications and there shall be more than
     one such resulting class of stock, the shares of each resulting class then
     so issuable shall be substantially in the proportion which the total number
     of shares of such class resulting from such reclassification bears to the
     total number of shares of all such classes resulting from all such
     reclassifications.

          "Principal Facility" means the real property, fixtures, machinery and
     equipment relating to any facility owned by the Company or any Subsidiary,
     except for any facility that, in the opinion of the Board of Directors, is
     not of material importance to the business conducted by the Company and its
     Subsidiaries, taken as a whole.

          "Redemption Date" means the date fixed for redemption of any Debt
     Security pursuant to this Indenture which, in the case of a Floating Rate
     Security, unless otherwise specified pursuant to Section 3.01, shall be an
     Interest Payment Date only.

          "Redemption Price" means, in the case of a Discount Security, the
     amount of the principal thereof that would be due and payable as of the
     Redemption Date upon a declaration of acceleration of the maturity thereof
     pursuant to Section 5.02, and in the case of any other Debt Security, the
     principal amount thereof, plus, in each case, premium, if any, and accrued
     and unpaid interest, if any, to the Redemption Date.

          "Registered Holder" means the Person in whose name a Registered
     Security is registered in the Security Register.

          "Registered Security" means any Debt Security in the form established
     pursuant to Section 2.01 which is registered as to principal and interest
     in the Security Register.

          "Regular Record Date" for the interest payable on the Registered
     Securities of any series on any Interest Payment Date means the date
     specified for that purpose pursuant to Section 3.01 for such Interest
     Payment Date.

          "Responsible Officer" when used with respect to the Trustee means any
     vice president, any assistant vice
<PAGE>

                                                                              13

     president 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 his
     knowledge of and familiarity with the particular subject.

          "Restricted Domestic Subsidiary" means any Subsidiary which owns
     Restricted Property, except a Subsidiary substantially all the real
     property, plants and equipment of which are located outside the continental
     United States, a Subsidiary the assets of which constitute less than five
     percent (5%) of the assets of the Company and its consolidated
     subsidiaries, and a Subsidiary the major part of the business as determined
     by the Board of Directors of which consists of finance, banking, credit,
     leasing, real estate, financial services or other similar operations or
     coal or coke operations or any combination thereof.

          "Restricted Property" with respect to each series of Debt Securities
     means (a) any property interest owned by the Company or a Subsidiary on the
     date Debt Securities of such series are first issued in land located in the
     continental United States (which for the purposes hereof shall include any
     property located off the coast of the continental United States on which
     the Company or any Subsidiary conducts operations pursuant to leases,
     rights or other authorizations from the United States or any state thereof
     located within the continental United States) and classified by such owner
     on the date Debt Securities of such series are first issued as productive
     of crude oil, natural gas or other petroleum hydrocarbons in paying
     quantities, (b) any refining plant or similar manufacturing plant owned by
     the Company or a Subsidiary on the date Debt Securities of such series are
     first issued and located in the continental United States, except (1)
     related facilities which in the opinion of the Board of Directors are
     transportation or marketing facilities, and (2) a refining plant or
     manufacturing plant which in the opinion of the Board of Directors is not a
     principal plant of the Company and its Subsidiaries, and (c) any shares of
     capital stock or indebtedness of a Restricted Domestic Subsidiary.

          The term "Restricted Property" with respect to any series of Debt
     Securities shall not include future additions or improvements to or
     replacements of all or a portion of any refining plant or manufacturing
     plant owned by the Company or a Subsidiary on the date Debt Securities of
     such series are first issued.

          "Security Register" and "Security Registrar" have the respective
     meanings specified in Section 3.05(a).
<PAGE>

                                                                              14

          "Special Record Date" for the payment of any Defaulted Interest means
     a date fixed by the Trustee pursuant to Section 3.07.

          "Specified Amount" has the meaning specified in Section 3.10(i).

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

          "Subsidiary" means any corporation more than 50% of the outstanding
     voting stock of which is owned directly or indirectly by the Company or by
     one or more Subsidiaries thereof, or by the Company and one or more
     Subsidiaries. For purposes of this definition, "voting stock" means stock
     which ordinarily has 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.

          "Temporary Global Note" shall have the meaning given such term in
     Section 3.04(b).

          "Trading Day" means, with respect to an Equity Security, so long as
     the Equity Security is listed or admitted to trading on the New York Stock
     Exchange, a day on which the New York Stock Exchange is open for the
     transaction of business, or, if the Equity Security is not listed or
     admitted to trading on the New York Stock Exchange, a day on which the
     principal national securities exchange on which the Equity Security is
     listed is open for the transaction of business, or, if the Equity Security
     is not so listed or admitted for trading on any national securities
     exchange, a day on which NASDAQ is open for the transaction of business.

          "Trustee" means the Person named as the "Trustee" in the first
     paragraph of this instrument 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, and if at any time there is more than one such Person,
     "Trustee" as used with respect to the Debt Securities of any series shall
     mean the Trustee with respect to Debt Securities of that series.
<PAGE>

                                                                              15

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
     force at the date as of which this instrument was executed, except as
     provided in Section 11.05.

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

          "U.S. Depositary" means a clearing agency registered under the
     Securities Exchange Act of 1934, as amended, or any successor thereto,
     which shall in either case be designated by the Company pursuant to Section
     3.01 until a successor U.S. Depositary shall have become such pursuant to
     the applicable provisions of this Indenture, and thereafter "U.S.
     Depositary" shall mean or include each Person who is then a U.S. Depositary
     hereunder, and if at any time there is more than one such Person, "U.S.
     Depositary" as used with respect to the Debt Securities of any series shall
     mean the U.S. Depositary with respect to the Debt Securities of that
     series.

          "U.S. Government Obligations" has the meaning specified in Section
     15.02.

          "U.S. Person" means 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.

          "Valuation Date" has the meaning specified in Section 3.10(d).

          "Vice President" includes with respect to the Company and the Trustee,
     any Vice President of the Company or the Trustee, as the case may be,
     whether or not designated by a number or word or words added before or
     after the title "Vice President".

          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 stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or
<PAGE>

                                                                              16

request as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.02) shall include:

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

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

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

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

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

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

                                                                              17

unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.

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

          Section 1.04.  Notices, etc., to Trustee and Company.
                         -------------------------------------

          Any Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

          (1)  the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing to or with the Trustee at 120
     Wall Street, New York 10043, Attention: Corporate Trust Department, or

          (2)  the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid or airmail postage
     prepaid if sent from outside the United States, to the Company addressed to
     it at the address of its principal office specified in the first paragraph
     of this instrument, to the attention of its Secretary, or at any other
     address previously furnished in writing to the Trustee by the Company.

          Any such Act or other document shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

          Section 1.05.  Notice to Holders; Waiver.
                         -------------------------

          When this Indenture provides for notice to Holders of any event, (1)
such notice shall be sufficiently given to Registered Holders (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to such Registered Holders, affected by such event, as their names and
addresses appear in the Security Register, within the time prescribed, and (2)
such notice shall be sufficiently given to Holders of Bearer Securities or
Coupons (unless otherwise herein expressly provided) if published at least twice
in an Authorized Newspaper or Newspapers in The City of New York and, if Debt
Securities of such series are then listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, in a daily newspaper in London or Luxembourg or in such
<PAGE>

                                                                              18

other city or cities specified pursuant to Section 3.01 or in any Debt Security
on a Business Day, at least twice, the first such publication to be not earlier
than the earliest date and not later than two Business Days prior to the latest
date prescribed for the giving of such notice; provided, however, that, in any
                                               --------  -------
case, any notice to Holders of Floating Rate Securities regarding the
determination of a periodic rate of interest, if such notice is required
pursuant to Section 3.01, shall be sufficiently given if given in the manner
specified pursuant to Section 3.01.

          In the event of suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice by mail, such notification
as shall be given with the approval of the Trustee shall constitute sufficient
notice for every purpose hereunder.

          In the event of suspension of publication of any Authorized Newspapers
or by reason of any other cause it shall be impracticable to give notice by
publication, such notification as shall be given with the approval of the
Trustee shall constitute sufficient notice for every purpose hereunder.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver. In any case where notice to Holders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively deemed to have been duly given, whether or not
actually received by such Holder. In any case where notice to Holders is given
by publication, any defect in any notice so published as to any particular
Holder shall not affect the sufficiency of such notice with respect to other
Holders, and any notice which is published in the manner herein provided shall
be conclusively presumed to have been duly given.

          Section 1.06.  Conflict with Trust Indenture Act.
                         ---------------------------------

          If any provision hereof limits, qualifies or conflicts with the duties
imposed on any person by the provisions of Sections 310 to 317, inclusive, of
the Trust Indenture Act, such imposed duties shall control.
<PAGE>

                                                                              19

          Section 1.07.  Effect of Headings and Table of Contents.
                         ----------------------------------------

          The Article and Section headings herein and in 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 parties hereto
shall bind their respective successors and assigns and inure to the benefit of
their permitted successors and assigns, whether so expressed or not.

          Section 1.09.  Separability Clause.
                         -------------------

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

          Section 1.10.  Benefits of Indenture.
                         ---------------------

          Nothing in this Indenture or in the Debt Securities, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying 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, the Debt Securities and the Coupons shall be governed
by and construed in accordance with the laws of the State of New York without
regard to the conflicts of law rules of said State.

          Section 1.12.  Legal Holidays.
                         --------------

          Unless otherwise specified pursuant to Section 3.01 or in any Debt
Security, in any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debt Security of any series shall not be a Business Day at any
Place of Payment for the Debt Securities of that series, then (notwithstanding
any other provision of this Indenture or of the Debt Securities or Coupons)
payment of principal (and premium, if any) or interest need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date or at the Stated Maturity, and no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, to such Business Day if such payment is made or duly provided for on such
Business Day.
<PAGE>

                                                                              20

          Section 1.13.  No Security Interest Created.
                         ----------------------------

          Nothing in this Indenture or in the Debt Securities or Coupons,
express or implied, shall be construed to constitute a security interest under
the Uniform Commercial Code or similar legislation, as now or hereafter enacted
and in effect in any jurisdiction where property of the Company or its
Subsidiaries is or may be located.

          Section 1.14.  Liability Solely Corporate.
                         --------------------------

          No recourse for the payment of the principal of (or premium, if any)
or the interest on any Debt Securities or Coupons, or for any claim based
thereon or otherwise in respect thereof, or upon any obligation, covenant or
agreement of this Indenture, or in any supplemental indenture or in any Debt
Security or Coupon, or because of the creation of any indebtedness represented
thereby shall be had against any incorporator, or against any stockholder,
officer or director, as such, past, present or future, of the Company (or any
incorporator, stockholder, officer or director of any predecessor or successor
corporation), either directly or through the Company (or any such predecessor or
successor corporation), whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that this Indenture and all the Debt
Securities and Coupons are solely corporate obligations, and that no personal
liability whatsoever shall attach to, or be incurred by, any such incorporator,
stockholder, officer or director, past, present or future, of the Company (or
any incorporator, stockholder, officer or director of any such predecessor or
successor corporation), either directly or indirectly through the Company or any
such predecessor or successor corporation, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants, promises
or agreements contained in this Indenture or in any of the Debt Securities or
Coupons or to be implied herefrom or therefrom; and that all such personal
liability is hereby expressly waived and released as a condition of, and as part
of the consideration for, the execution of this Indenture and the issue of Debt
Securities.


                                  ARTICLE TWO

                              DEBT SECURITY FORMS

          Section 2.01.  Forms Generally.
                         ---------------

          The Debt Securities and the Coupons, if any, of each series shall be
substantially in one of the forms (including global form) established in or
pursuant to a Board Resolution or
<PAGE>

                                                                              21

one or more indentures supplemental hereto, and shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification 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 securities exchange on which any series of the Debt Securities may be
listed, or to conform to usage, all as determined by the officers executing such
Debt Securities and Coupons as conclusively evidenced by their execution of such
Debt Securities and Coupons. If the form of a series of Debt Securities or
Coupons (or any Global Note) is established in or pursuant to a Board
Resolution, a copy of such Board Resolution shall be delivered to the Trustee,
together with an Officers' Certificate setting forth the form of such series, at
or prior to the delivery of the Company Order contemplated by Section 3.03 for
the authentication and delivery of such Debt Securities (or any such Global
Note) or Coupons.

          Unless otherwise specified as contemplated by Section 3.01, Debt
Securities in bearer form (other than in global form) shall have Coupons
attached.

          The definitive Debt Securities and Coupons, if any, of each series
shall be printed, lithographed or engraved or produced by any combination of
these methods on steel engraved borders or may be produced in any other manner,
all as determined by the officers executing such Debt Securities and Coupons, as
conclusively evidenced by their execution of such Debt Securities and Coupons.

          Section 2.02.  Form of Trustee's Certificate of Authentication.
                         -----------------------------------------------

          The form of the Trustee's certificate of authentication to be borne by
the Debt Securities shall be substantially as follows:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the series of Debt Securities referred to in the within
mentioned Indenture.

                                    CITIBANK, N.A.,
                                      as Trustee


                                    By ____________________________
                                         Authorized Signatory

                                    Dated _________________________
<PAGE>

                                                                              22

          Section 2.03.  Securities in Global Form.
                         -------------------------

          If any Debt Security of a series is issuable in global form (a "Global
Note"), such Global Note may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and may
also provide that the aggregate amount of Outstanding Debt Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Global Note to reflect the amount, or any increase or decrease
in the amount, of Outstanding Debt Securities represented thereby shall be made
by the Trustee and in such manner as shall be specified in such Global Note. Any
instructions by the Company with respect to a Global Note, after its initial
issuance, shall be in writing but need not comply with Section 1.02.

          Global Notes may be issued in either registered or bearer form and in
either temporary or permanent form. Permanent Global Notes will be issued in
definitive form.


                                 ARTICLE THREE

                              THE DEBT SECURITIES

          Section 3.01.  Amount Unlimited; Issuable in Series.
                         ------------------------------------

          The aggregate principal amount of Debt Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Debt Securities may be issued in one or more series. There shall
be established in or pursuant to a Board Resolution 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 Debt Securities of any
series:

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

          (2) the limit, if any, upon the aggregate principal amount of the Debt
     Securities of the series which may be authenticated and delivered under
     this Indenture (except for Debt Securities authenticated and delivered upon
     registration of, transfer of, or in exchange for, or in lieu of, other Debt
     Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 11.06 or
     13.07);

          (3)  the date or dates on which or periods during which the Debt
     Securities of the series may be issued, and the
<PAGE>

                                                                              23

     date or dates (or the method of determination thereof) on which the
     principal of (and premium, if any, on) the Debt Securities of such series
     are or may be payable (which, if so provided in or pursuant to such Board
     Resolution or supplemental indenture, may be determined by the Company from
     time to time and set forth in the Debt Securities of the series issued from
     time to time);

          (4) the rate or rates (or the method of determination thereof) at
     which the Debt Securities of the series shall bear interest, if any, and
     the dates from which such interest shall accrue (which, in either case or
     both, if so provided in or pursuant to such Board Resolution or
     supplemental indenture, may be determined by the Company from time to time
     and set forth in the Debt Securities of the series issued from time to
     time); and the Interest Payment Dates on which such interest shall be
     payable (or the method of determination thereof), and, in the case of
     Registered Securities, the Regular Record Dates for the interest payable on
     such Interest Payment Dates and, in the case of Floating Rate Securities,
     the notice, if any, to Holders regarding the determination of interest and
     the manner of giving such notice;

          (5) the place or places, if any, in addition to or instead of the
     Corporate Trust Office of the Trustee (in the case of Registered
     Securities) or the principal London office of the Trustee (in the case of
     Bearer Securities), where the principal of (and premium, if any) and
     interest on Debt Securities of the series shall be payable; the extent to
     which, or the manner in which, any interest payable on any Global Note on
     an Interest Payment Date will be paid, if other than in the manner provided
     in Section 3.07; the extent, if any, to which the provisions of the last
     sentence of Section 12.01 shall apply to the Debt Securities of the series;
     and the manner in which any principal of, or premium, if any, on, any
     Global Note will be paid, if other than as set forth elsewhere herein;

          (6) the obligation, if any, of the Company to redeem, repay or
     purchase Debt Securities of the series pursuant to any sinking fund or
     analogous provisions or at the option of the Holder and the period or
     periods within which or the dates on which, the prices at which and the
     terms and conditions upon which Debt Securities of the series shall be
     redeemed, repaid or purchased, in whole or in part, pursuant to such
     obligation;

          (7) the period or periods within which, or the date or dates on which,
     the price or prices at which, and the terms and conditions upon which Debt
     Securities of the series may
<PAGE>

                                                                              24

     be redeemed, if any, in whole or in part, at the option of the Company or
     otherwise;

          (8)  if the coin or Currency in which the Debt Securities shall be
     issuable is in Dollars, the denominations of such Debt Securities if other
     than denominations of $1,000 and any integral multiple thereof (except as
     provided in Section 3.04);

          (9)  whether the Debt Securities of the series are to be issued as
     Discount Securities and the amount of discount with which such Debt
     Securities may be issued and, if other than the principal amount thereof,
     the portion of the principal amount of Debt Securities of the series which
     shall be payable upon declaration of acceleration of the Maturity thereof
     pursuant to Section 5.02;

          (10) provisions, if any, for the defeasance of Debt Securities of the
     series;

          (11) whether Debt Securities of the series are to be issued as
     Registered Securities or Bearer Securities or both, and, if Bearer
     Securities are issued, whether Coupons will be attached thereto, whether
     Bearer Securities of the series may be exchanged for Registered Securities
     of the series, as provided in Section 3.05(b) or otherwise and the
     circumstances under which and the place or places at which any such
     exchanges, if permitted, may be made;

          (12) whether provisions for payment of additional amounts or tax
     redemptions shall apply and, if such provisions shall apply, such
     provisions; and, if Bearer Securities of the series are to be issued,
     whether a procedure other than that set forth in Section 3.04(b) shall
     apply and, if so, such other procedure, and if the procedure set forth in
     Section 3.04(b) shall apply, the forms of certifications to be delivered
     under such procedure;

          (13) if other than Dollars, the Foreign Currency or Currencies in
     which Debt Securities of the series shall be denominated or in which
     payment of the principal of (and/or premium, if any) and/or interest on the
     Debt Securities of the series may be made, and the particular provisions
     applicable thereto and, if applicable, the amount of Debt Securities of the
     series which entitles the Holder of a Debt Security of the series or its
     proxy to one vote for purposes of Section 9.05;

          (14) if the principal of (and premium, if any) or interest on Debt
     Securities of the series are to be payable, at the election of the Company
     or a Holder thereof, in a Currency other than that in which the Debt
     Securities are
<PAGE>

                                                                              25

     denominated or so payable without such election, in addition to or in lieu
     of the provisions of Section 3.10, the period or periods within which and
     the terms and conditions upon which, such election may be made and the time
     and the manner of determining the exchange rate or rates between the
     Currency or Currencies in which the Debt Securities are denominated or
     payable without such election and the Currency or Currencies in which the
     Debt Securities are to be paid if such election is made;

          (15) the date as of which any Debt Securities of the series shall be
     dated, if other than as set forth in Section 3.03;

          (16) if the amount of payments of principal of (and premium, if any)
     or interest on the Debt Securities of the series may be determined with
     reference to an index, including, but not limited to, an index based on a
     Currency or Currencies other than that in which the Debt Securities are
     denominated or payable, or any other type of index, the manner in which
     such amounts shall be determined;

          (17) if the Debt Securities of the series are denominated or payable
     in a Foreign Currency, any other terms concerning the payment of principal
     of (and premium, if any) or any interest on such Debt Securities (including
     the Currency or Currencies of payment thereof);

          (18) the designation of the original Currency Determination Agent, if
     any;

          (19) the applicable Overdue Rate, if any;

          (20) if the Debt Securities of the series do not bear interest, the
     applicable dates for purposes of Section 7.01;

          (21) any addition to, or modification or deletion of, any Events of
     Default or covenants provided for with respect to Debt Securities of the
     series;

          (22) if Bearer Securities of the series are to be issued, (x) whether
     interest in respect of any portion of a temporary Debt Security in global
     form (representing all of the Outstanding Bearer Securities of the series)
     payable in respect of any Interest Payment Date prior to the exchange of
     such temporary Debt Security for definitive Debt Securities of the series
     shall be paid to any clearing organization with respect to the portion of
     such temporary Debt Security held for its account and, in such event, the
     terms and conditions (including any certification requirements) upon which
     any such interest payment received by a clearing organization will be
     credited to the Persons
<PAGE>

                                                                              26

     entitled to interest payable on such Interest Payment Date, and (y) the
     terms upon which interests in such temporary Debt Security in global form
     may be exchanged for interests in a permanent Global Note or for definitive
     Debt Securities of the series and the terms upon which interests in a
     permanent Global Note, if any, may be exchanged for definitive Debt
     Securities of the series;

          (23) whether the Debt Securities of the series shall be issued in
     whole or in part in the form of one or more Global Notes and, in such case,
     the U.S. Depositary or any Common Depositary for such Global Note or Notes;
     and if the Debt Securities of the series are issuable only as Registered
     Securities, the manner in which and the circumstances under which Global
     Notes representing Debt Securities of the series may be exchanged for
     Registered Securities in definitive form, if other than, or in addition to,
     the manner and circumstances specified in Section 3.04(c); and

          (24) whether the Debt Securities of the series will be convertible
     into shares of Equity Securities, and if so, the terms and conditions,
     which may be in addition to or in lieu of the provisions of Article
     Sixteen, upon which such Debt Securities will be so convertible, including
     the Conversion Price and the conversion period;

          (25) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture); and

          (26) applicable CUSIP numbers.


          All Debt Securities of any one series shall be substantially identical
except as to denomination, rate of interest, Stated Maturity and the date from
which interest, if any, shall accrue, which, as set forth above, may be
determined by the Company from time to time as to Debt Securities of a series if
so provided in or established pursuant to the authority granted in a Board
Resolution or in any such indenture supplemental hereto, and except as may
otherwise be provided in or pursuant to such Board Resolution and (subject to
Section 3.03) set forth in such Officers' Certificate, or in any such indenture
supplemental hereto. All Debt Securities of any one series need not be issued at
the same time, and unless otherwise provided, a series may be reopened for
issuance of additional Debt Securities of such series.

          If any of the terms of a series of Debt Securities is established in
or pursuant to a Board Resolution, a copy of such Board Resolution shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.
<PAGE>

                                                                              27

          Section 3.02.  Denominations.
                         -------------

          In the absence of any specification pursuant to Section 3.01 with
respect to the Debt Securities of any series, the Debt Securities of such series
shall be issuable only as Registered Securities in denominations of $1,000 and
any integral multiple thereof and shall be payable only in Dollars.

          Section 3.03.  Execution, Authentication, Delivery and Dating.
                         ----------------------------------------------

          The Debt Securities of any series shall be executed on behalf of the
Company by its Chairman of the Board, its Chief Executive Officer, its
President, one of its Vice Presidents or its Treasurer, attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers may be manual or facsimile. Coupons shall bear the facsimile signature
of the Treasurer or any Assistant Treasurer of the Company.

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities, with appropriate
Coupons, if any, of any series, executed by the Company, to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Debt Securities and Coupons and the Trustee in accordance with
the Company Order shall authenticate and deliver such Debt Securities and
Coupons; provided, however, that, in connection with its sale during the
         --------  -------
"restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United
States Treasury Regulations), no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided, further, that a
                                                    --------  -------
Bearer Security (other than a temporary Global Note in bearer form) may be
delivered outside the United States in connection with its original issuance
only if the Person entitled to receive such Bearer Security shall have furnished
to the Euro-clear Operator or to CEDEL a certificate substantially in the form
set forth in Exhibit A to this Indenture. If all the Debt Securities of any one
series are not to be issued at one time and if a Board Resolution or
supplemental indenture relating to such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Debt Securities such as interest rate, Stated Maturity, date of issuance
and date from which interest, if any, shall accrue. If
<PAGE>

                                                                              28

any Debt Security shall be represented by a permanent Global Note, then, for
purposes of this Section and Section 3.04, the notation of a beneficial owner's
interest therein upon original issuance of such Debt Security or upon exchange
of a portion of a temporary Global Note shall be deemed to be delivery in
connection with the original issuance of such beneficial owner's interest in
such permanent Global Note. Except as permitted by Section 3.06 or 3.07, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons for interest then matured have been detached and cancelled.

          The Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, prior to the authentication and
delivery of the Debt Securities and Coupons of such series, (i) the supplemental
indenture or the Board Resolution by or pursuant to which the form and terms of
such Debt Securities and Coupons have been approved and (ii) an Opinion of
Counsel substantially to the effect that:

          (1) all instruments furnished by the Company to the Trustee in
     connection with the authentication and delivery of such Debt Securities and
     Coupons conform to the requirements of this Indenture and constitute
     sufficient authority hereunder for the Trustee to authenticate and deliver
     such Debt Securities and Coupons;

          (2) the forms and terms of such Debt Securities and Coupons have been
     established in conformity with the provisions of this Indenture;

          (3) in the event that the forms or terms of such Debt Securities and
     Coupons have been established in a supplemental indenture, the execution
     and delivery of such supplemental indenture has been duly authorized by all
     necessary corporate action of the Company, such supplemental indenture has
     been duly executed and delivered by the Company and, assuming due
     authorization, execution and delivery by the Trustee, is a valid and
     binding obligation enforceable against the Company in accordance with its
     terms, subject to applicable bankruptcy, insolvency and similar laws
     affecting creditors' rights generally and subject, as to enforceability, to
     general principles of equity (regardless of whether enforcement is sought
     in a proceeding in equity or at law); and

          (4) the execution and delivery of such Debt Securities and Coupons
     have been duly authorized by all necessary corporate action of the Company
     and such Debt Securities and Coupons have been duly executed by the Company
     and, assuming due authentication by the Trustee and delivery by the
     Company, are valid and binding obligations enforceable against the Company
     in accordance with their terms, entitled
<PAGE>

                                                                              29

     to the benefit of the Indenture, subject to applicable bankruptcy,
     insolvency and similar laws affecting creditors' rights generally and
     subject, as to enforceability, to general principles of equity (regardless
     of whether enforcement is sought in a proceeding in equity or at law) and
     subject to such other exceptions as counsel shall request and as to which
     the Trustee shall not reasonably object.

          The Trustee shall not be required to authenticate such Debt Securities
and Coupons if the issuance of such Debt Securities and Coupons pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Debt Securities and this Indenture in a manner which is not reasonably
acceptable to the Trustee.

          Each Registered Security shall be dated the date of its
authentication. Each Bearer Security (including any temporary or permanent or
other definitive Bearer Security in global form) shall be dated as of the date
of original issuance of the first Debt Security of such series to be issued,
except as otherwise provided pursuant to Section 3.01 with respect to the Bearer
Securities of any series.

          No Debt 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
Debt Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent,
and such certificate upon any Debt Security shall be conclusive evidence, and
the only evidence, that such Debt Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Debt Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debt Security to the Trustee for cancellation
as provided in Section 3.08 together with a written statement (which need not
comply with Section 1.02) stating that such Debt Security has never been issued
and sold by the Company, for all purposes of this Indenture such Debt 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 Debt Securities; Exchange of Temporary Global
                         -------------------------------------------------------
Notes for Definitive Bearer Securities; Global Notes Representing Registered
----------------------------------------------------------------------------
Securities.
----------

          (a) Pending the preparation of definitive Registered Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Registered Securities which are printed,
lithographed,
<PAGE>

                                                                              30

typewritten, mimeographed or otherwise produced, in any authorized denomination
for Registered Securities of such series, substantially of the tenor of the
definitive Registered Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Registered Securities may determine, as conclusively
evidenced by their execution of such Registered Securities. Every such temporary
Registered Security shall be executed by the Company and shall be authenticated
and delivered by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Registered Securities
in lieu of which they are issued. In the case of any series issuable as Bearer
Securities, such temporary Debt Securities may be in global form, and with one
or more Coupons or without Coupons, representing such of the Outstanding Debt
Securities of such series as shall be specified therein.

          Except in the case of temporary Debt Securities in global form (which
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Debt Securities of any series are issued, the Company
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series, of a like Stated Maturity and with
like terms and provisions, upon surrender of the temporary Debt Securities of
such series at the office or agency of the Company in a Place of Payment for
such series, without charge to the Holder, except as provided in Section 3.05 in
connection with a transfer. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series (accompanied by any unmatured Coupons),
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the
same series of authorized denominations and of a like Stated Maturity and like
terms and provisions; 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 (including a permanent
--------  -------
Bearer Security in global form) 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 Registered Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Registered Securities of such series.

          (b) Unless otherwise specified pursuant to Section 3.01, all Bearer
Securities of a series shall be initially issued in the form of a single
temporary Bearer Security in global form (a "temporary Global Note"). The
Company shall execute, and upon
<PAGE>

                                                                              31

Company Order the Trustee shall authenticate, any temporary Global Note and any
permanent Bearer Security in global form (as described below, a "permanent
Global Note") upon the same conditions and in substantially the same manner, and
with the same effect, as definitive Bearer Securities, and the temporary or
permanent Global Note, as the case may be, shall, unless otherwise specified
therein, be delivered by the Trustee to the London office of a depositary or
common depositary (the "Common Depositary"), for the benefit of the Euro-clear
Operator or CEDEL, as the case may be, for credit to the account of the Company
(in the case of sales of Bearer Securities by the Company directly to investors)
or the managing underwriter (in the case of sales of Bearer Securities by the
Company to underwriters) or such other accounts as the Company or the managing
underwriter, respectively, may direct.

          On or after the date specified in or determined pursuant to the terms
of any temporary Global Note which (subject to any applicable laws and
regulations) shall be at least 40 days after the issue date of a temporary
Global Note (the "Exchange Date"), the Debt Securities represented by such
temporary Global Note may be exchanged for definitive Debt Securities (subject
to the second succeeding paragraph) or Debt Securities to be represented
thereafter by one or more permanent Global Notes in definitive form without
interest coupons. On or after the Exchange Date such temporary Global Note shall
be surrendered by the Common Depositary to the Trustee, as the Company's agent
for such purpose, at its principal office in London (or at such other place
specified outside the United States pursuant to Section 3.01) and following such
surrender, the Trustee shall (1) endorse the temporary Global Note to reflect
the reduction of its principal amount by an equal aggregate principal amount of
such Debt Security, (2) endorse the applicable permanent Global Note, if any, to
reflect the initial amount, or an increase in the amount of Debt Securities
represented thereby, (3) manually authenticate such definitive Debt Securities
(including any permanent Global Note), (4) deliver such definitive Debt
Securities to the Holder thereof or, if such definitive Debt Security is a
permanent Global Note, deliver such permanent Global Note to the Common
Depositary to be held outside the United States for the accounts of the
Euro-clear Operator or CEDEL, as the case may be, for credit to the respective
accounts at the Euro-clear Operator or CEDEL, as the case may be, designated by
or on behalf of the beneficial owners of such Debt Securities (or to such other
accounts as they may direct) and (5) redeliver such temporary Global Note to the
Common Depositary, unless such temporary Global Note shall have been cancelled
in accordance with Section 3.08 hereof; provided, however, that, unless
                                        --------  -------
otherwise specified in such temporary Global Note, upon such presentation by the
Common Depositary, such temporary Global Note shall be accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by the Euro-
clear Operator,
<PAGE>

                                                                              32

as to the portion of such temporary Global Note held for its account then to be
exchanged for definitive Debt Securities (including any permanent Global Note),
and a certificate dated the Exchange Date or a subsequent date and signed by
CEDEL, as to the portion of such temporary Global Note held for its account then
to be exchanged for definitive Debt Securities (including any permanent Global
Note), each substantially in the form set forth in Exhibit B to this Indenture.
Each certificate substantially in the form of Exhibit B hereto of the Euro-clear
Operator or CEDEL, as the case may be, shall be based on certificates of the
account holders listed in the records of the Euro-clear Operator or CEDEL, as
the case may be, as being entitled to all or any portion of the applicable
temporary Global Note. An account holder of the Euro-clear Operator or CEDEL, as
the case may be, desiring to effect the exchange of an interest in a temporary
Global Note for an interest in definitive Debt Securities (including any
permanent Global Note) shall instruct the Euro-clear Operator or CEDEL, as the
case may be, to request such exchange on its behalf and shall deliver to the
Euro-clear Operator or CEDEL, as the case may be, a certificate substantially in
the form of Exhibit A hereto and dated no earlier than 10 days prior to the
Exchange Date. Until so exchanged, temporary Global Notes shall in all respects
be entitled to the same benefits under this Indenture as definitive Debt
Securities (including any permanent Global Note) of the same series
authenticated and delivered hereunder, except as to payment of interest, if any.

          The delivery to the Trustee by the Euro-clear Operator or CEDEL of any
certificate substantially in the form of Exhibit B hereto may be relied upon by
the Company and the Trustee as conclusive evidence that a corresponding
certificate or certificates has or have been delivered to the Euro-clear
Operator or CEDEL, as the case may be, pursuant to the terms of this Indenture.

          On or prior to the Exchange Date, the Company shall deliver to the
Trustee definitive Debt Securities in an aggregate principal amount equal to the
principal amount of such temporary Global Note, executed by the Company. At any
time, on or after the Exchange Date, upon 30 days' notice to the Trustee by the
Euro-clear Operator or CEDEL, as the case may be, acting at the request of or on
behalf of the beneficial owner, a Debt Security represented by a temporary
Global Note or a permanent Global Note, as the case may be, may be exchanged, in
whole or from time to time in part, for definitive Debt Securities without
charge and the Trustee shall authenticate and deliver, in exchange for each
portion of such temporary Global Note or such permanent Global Note, an equal
aggregate principal amount of definitive Debt Securities of the same series of
authorized denominations and of a like Stated Maturity and with like terms and
conditions, as the portion of such temporary Global Note or such permanent
<PAGE>

                                                                              33

Global Note to be exchanged, which, unless the Debt Securities of the series are
not issuable both as Bearer Securities and as Registered Securities, as
contemplated by Section 3.01, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that definitive Bearer Securities
                          --------  -------
shall be delivered in exchange for a portion of the temporary Global Note or the
permanent Global Note only in compliance with the requirements of the second
preceding paragraph. On or prior to the forty-fifth day following receipt by the
Trustee of such notice with respect to a Debt Security, or, if such day is not a
Business Day, the next succeeding Business Day, the temporary Global Note or the
permanent Global Note, as the case may be, 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 Debt Securities
without charge following such surrender, upon the request of the Euro-clear
Operator or CEDEL, as the case may be, and the Trustee shall (1) endorse the
applicable temporary Global Note or the permanent Global Note to reflect the
reduction of its principal amount by the aggregate principal amount of such Debt
Security, (2) cause the terms of such Debt Security and Coupons, if any, to be
entered on a definitive Debt Security, (3) manually authenticate such definitive
Debt Security, and (4) if a Bearer Security is to be delivered, deliver such
definitive Debt Security outside the United States to the Euro-clear Operator or
CEDEL, as the case may be, for or on behalf of the beneficial owner thereof, in
exchange for a portion of such temporary Global Note or the permanent Global
Note.

          Unless otherwise specified in such temporary Global Note or the
permanent Global Note, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Note or the permanent Global Note,
except that a Person receiving definitive Debt Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Debt Securities in person at the
offices of the Euro-clear Operator or CEDEL. Definitive Securities in bearer
form to be delivered in exchange for any portion of a temporary Global Note or
the permanent Global Note shall be delivered only outside the United States.
Notwithstanding the foregoing, in the event of redemption or acceleration of all
or any part of a temporary Global Note prior to the Exchange Date, a permanent
Global Note or definitive Bearer Securities, as the case may be, will not be
issuable in respect of such temporary Global Note or such portion thereof, and
payment thereon will instead be made as provided in such temporary Global Note.

          Until exchanged in full as hereinabove provided, any temporary Global
Note or the permanent Global Note shall in all
<PAGE>

                                                                              34

respects be entitled to the same benefits under this Indenture as definitive
Debt Securities of the same series and tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section
3.01, interest payable on such temporary Global Note on an Interest Payment Date
for Debt Securities of such series occurring prior to the applicable Exchange
Date shall be payable to the Euro-clear Operator or CEDEL on such Interest
Payment Date upon delivery by the Euro-clear Operator or CEDEL to the Trustee of
a certificate or certificates substantially in the form set forth in Exhibit B
to this Indenture, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such temporary Global Note on such Interest Payment Date and who have
each delivered to the Euro-clear Operator or CEDEL, as the case may be, a
certificate substantially in the form set forth in Exhibit A to this Indenture.

          Any definitive Bearer Security authenticated and delivered by the
Trustee in exchange for a portion of a temporary Global Note or the permanent
Global Note shall not bear a coupon for any interest which shall theretofore
have been duly paid by the Trustee to the Euro-clear Operator or CEDEL, or by
the Company to the Trustee in accordance with the provisions of this Section
3.04.

          With respect to Exhibits A and B to this Indenture, the Company may,
in its discretion and if required or desirable under applicable law, substitute
one or more other forms of such exhibits for such exhibits, eliminate the
requirement that any or all certificates be provided, or change the time that
any certificate may be required, provided that such substitute form or forms or
notice of elimination or change of such certification requirement have
theretofore been delivered to the Trustee with a Company Request and such form
or forms, elimination or change is reasonably acceptable to the Trustee.

          (c) If the Company shall establish pursuant to Section 3.01 that the
Registered Securities of a series are to be issued in whole or in part in the
form of one or more Global Notes, then the Company shall execute and the Trustee
shall, in accordance with Section 3.03 and the Company Order with respect to
such series, authenticate and deliver one or more Global Notes in temporary or
permanent form that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Debt Securities of
such series to be represented by one or more Global Notes, (ii) shall be
registered in the name of the U.S. Depositary for such Global Note or Notes or
the nominee of such depositary, and (iii) shall bear a legend substantially to
the following effect: "This Debt Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to
<PAGE>

                                                                              35

the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary, unless and until this Debt Security is exchanged in whole or in part
for Debt Securities in definitive form."

          Notwithstanding any other provision of this Section or Section 3.05,
unless and until it is exchanged in whole or in part for Registered Securities
in definitive form, a Global Note representing all or a portion of the
Registered Securities of a series may not be transferred except as a whole by
the U.S. Depositary for such series to a nominee of such depositary or by a
nominee of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor U.S.
Depositary for such series or a nominee of such successor depositary.

          If at any time the U.S. Depositary for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as U.S.
Depositary for the Debt Securities of such series or if at any time the U.S.
Depositary for Debt Securities of a series shall no longer be a clearing agency
registered and in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor U.S. Depositary with respect to the Debt Securities of such series. If
a successor U.S. Depositary for the Debt Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver,
Registered Securities of such series in definitive form in an aggregate
principal amount equal to the principal amount of the Global Note or Notes
representing such series in exchange for such Global Note or Notes.

          The Company may at any time and in its sole discretion determine that
the Registered Securities of any series issued in the form of one or more Global
Notes shall no longer be represented by such Global Note or Notes. In such
event, the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

          If the Registered Securities of any series shall have been issued in
the form of one or more Global Notes and if an Event of Default with respect to
the Debt Securities of such
<PAGE>

                                                                              36

series shall have occurred and be continuing, the Company will promptly execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Debt Securities of such series, will authenticate and
deliver, Registered Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Note or
Notes representing such series in exchange for such Global Note or Notes.

          If specified by the Company pursuant to Section 3.01 with respect to
Registered Securities of a series, the U.S. Depositary for such series of
Registered Securities may surrender a Global Note for such series of Debt
Securities in exchange in whole or in part for Registered Securities of such
series in definitive form on such terms as are acceptable to the Company and
such depositary. Thereupon, the Company shall execute and the Trustee shall
authenticate and deliver, without charge:

          (i)  to each Person specified by the U.S. Depositary a new Registered
     Security or Securities of the same series, of any authorized denomination
     as requested by such Person in an aggregate principal amount equal to and
     in exchange for such Person's beneficial interest in the Global Note; and

          (ii) to the U.S. Depositary a new Global Note in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Note and the aggregate principal amount of Registered Securities
     delivered to Holders thereof.

          Upon the exchange of a Global Note for Registered Securities in
definitive form, such Global Note shall be cancelled by the Trustee. Debt
Securities issued in exchange for a Global Note pursuant to this subsection (c)
shall be registered in such names and in such authorized denominations as the
U.S. Depositary for such Global Note, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall make available such Debt Securities to the Persons in whose names such
Debt Securities are so registered.

          Section 3.05.  Registration, Transfer and Exchange.
                         -----------------------------------

          (a) The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the registers maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers and exchanges of
Registered Securities. The Trustee is hereby appointed "Security Registrar"
<PAGE>

                                                                              37

for the purpose of registering Registered Securities and registering transfers
and exchanges of Registered Securities as herein provided; provided, however,
                                                           --------  -------
that the Company may appoint co-Security Registrars.

          Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more new Registered
Securities of the same series of like aggregate principal amount of such
denominations as are authorized for Registered Securities of such series and of
a like Stated Maturity and with like terms and conditions.

          Except as otherwise provided in Section 3.04 and this Section 3.05, at
the option of the Holder, Registered Securities of any series may be exchanged
for other Registered Securities of the same series of like aggregate principal
amount and of a like Stated Maturity and with like terms and conditions, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.

          (b) If and to the extent specified pursuant to Section 3.01, the
provisions of this Section 3.05(b) shall be applicable to Debt Securities of any
series which are Bearer Securities. At the option of the Holder thereof, to the
extent permitted by law, any Bearer Security of any series which by its terms is
registrable as to principal and interest may be exchanged for a Registered
Security of such series of like aggregate principal amount and of a like Stated
Maturity and with like terms and conditions upon surrender of such Bearer
Security at the Corporate Trust Office or at any other office or agency of the
Company designated pursuant to Section 3.01 for the purpose of making any such
exchanges. Any Coupon Security surrendered for exchange shall be surrendered
with all unmatured Coupons and any matured Coupons in default attached thereto.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such
<PAGE>

                                                                              38

payment; provided, however, that except as otherwise provided in Section 12.03,
         --------  -------
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 exchange for a Registered
Security of the same series and of a like Stated Maturity and with like terms
and conditions after the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related 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 (or, if such Coupon is so
surrendered with such Bearer Security, such Coupon shall be returned to the
Person so surrendering the Bearer Security), and interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture. The Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Security or Securities which the Holder making the
exchange is entitled to receive.

          Notwithstanding the foregoing, the exchange of Bearer Securities for
Registered Securities will be subject to the provisions of United States income
tax laws and regulations applicable to Debt Securities in effect at the time of
such exchange.

          (c) Except as otherwise specified pursuant to Section 3.01, in no
event may Registered Securities, including Registered Securities received in
exchange for Bearer Securities, be exchanged for Bearer Securities.

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

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

                                                                              39

          No service charge will be made for any transfer or exchange of Debt
Securities except as provided in Section 3.04(b) or 3.06. 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, transfer or
exchange of Debt Securities, other than those exchanges expressly provided in
this Indenture to be made at the Company's own expense or without expense or
without charge to the Holders and not involving any transfer.

          The Company shall not be required (i) to register, transfer or
exchange Debt Securities of any series during a period beginning at the opening
of business 15 days before the day of the transmission of a notice of redemption
of Debt Securities of such series selected for redemption under Section 13.03
and ending at the close of business on the day of such transmission, or (ii) to
register, transfer or exchange any Debt Security so selected for redemption in
whole or in part, except the unredeemed portion of any Debt Security being
redeemed in part.

          Section 3.06.  Mutilated, Destroyed, Lost and Stolen Debt Securities.
                         -----------------------------------------------------

          If (i) any mutilated Debt Security or any mutilated Coupon with the
Coupon Security to which it appertains (and all unmatured Coupons attached
thereto) is surrendered to the Trustee at its Corporate Trust Office (in the
case of Registered Securities) or at its principal London office (in the case of
Bearer Securities), or (ii) the Company and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Debt Security or any
Coupon, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them and any Paying Agent
harmless, and neither the Company nor the Trustee receives notice that such Debt
Security or Coupon has been acquired by a bona fide purchaser, then the Company
shall execute and upon Company Request the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Debt Security or in exchange for the Coupon Security to which such
mutilated, destroyed, lost or stolen Coupon appertained, a new Debt Security of
the same series of like Stated Maturity and with like terms and conditions and
like principal amount, bearing a number not contemporaneously Outstanding, and,
in the case of a Coupon Security, with such Coupons attached thereto that
neither gain nor loss in interest shall result from such exchange or
substitution.

          In case any such mutilated, destroyed, lost or stolen Debt Security or
Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Debt Security, pay the amount due on
such Debt Security or
<PAGE>

                                                                              40

Coupon in accordance with its terms; provided, however, that principal of (and
                                     --------  -------
premium, if any) and any interest on Bearer Securities shall, except as
otherwise provided in Section 12.03, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 3.01 or except as otherwise provided in this Section
3.06, any interest on Bearer Securities shall be payable only upon presentation
and surrender of the Coupons appertaining thereto.

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

          Every new Debt Security or Coupon of any series issued pursuant to
this Section shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Debt Security or
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 Debt Securities or Coupons of that series duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Debt Securities or Coupons.

          Section 3.07.  Payment of Interest; Interest Rights Preserved.
                         ----------------------------------------------

          (a) Interest on any Registered Security which is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest notwithstanding the cancellation of such Registered Security
upon any transfer or exchange subsequent to the Regular Record Date. Unless
otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, payment of interest on Registered Securities shall be
made at the place or places specified pursuant to Section 3.01 or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or, if provided pursuant to
Section 3.01, by wire transfer to an account designated by the Registered
Holder.

          (b) Interest on any Coupon Security which is payable and is punctually
paid or duly provided for on any Interest Payment Date shall be paid to the
Holder of the Coupon which has
<PAGE>

                                                                              41

matured on such Interest Payment Date upon surrender of such Coupon on such
Interest Payment Date at the principal London office of the Trustee or at such
other Place of Payment outside the United States specified pursuant to Section
3.01.

          Interest on any Bearer Security (other than a Coupon Security) which
is payable and is punctually paid or duly provided for on any Interest Payment
Date shall be paid to the Holder of the Bearer Security upon presentation of
such Bearer Security and notation thereon on such Interest Payment Date at the
principal London office of the Trustee or at such other Place of Payment outside
the United States specified pursuant to Section 3.01.

          Unless otherwise specified pursuant to Section 3.01, at the direction
of the Holder of any Bearer Security or Coupon payable in Dollars, payment on
such Bearer Security or Coupon will be made by check drawn on a bank in The City
of New York or, if agreeable to the Trustee, by wire transfer to a Dollar
account maintained by such Holder outside the United States. If such payment at
the offices of all Paying Agents outside the United States becomes illegal or is
effectively precluded because of the imposition of exchange controls or similar
restrictions on the full payment or receipt of such amounts in Dollars, the
Company will appoint an office or agent in the United States at which such
payment may be made. Unless otherwise specified pursuant to Section 3.01, at the
direction of the Holder of any Bearer Security or Coupon payable in a Foreign
Currency, payment on such Bearer Security or Coupon will be made by a check
drawn on a bank outside the United States or by wire transfer to an appropriate
account maintained by such Holder outside the United States. Except as provided
in this paragraph, no payment on any Bearer Security or Coupon will be made by
mail to an address in the United States or by wire transfer to an account in the
United States.

          (c) Any interest on any Debt Security which is payable but is not
punctually paid or duly provided for on any interest Payment Date (herein called
"Defaulted Interest") shall, if such Debt Security is a Registered Security,
forthwith cease to be payable to the Registered Holder on the relevant Regular
Record Date by virtue of his having been such Registered Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names such Registered Securities (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
<PAGE>

                                                                              42

     Defaulted Interest proposed to be paid on each such Registered Security and
     the date of the proposed payment, and at the same time the Company shall
     deposit with the Trustee an amount of money in the Currency or Currency
     unit in which the Debt Securities of such series are payable (except as
     otherwise specified pursuant to Sections 3.01 or 3.10) equal to the
     aggregate amount proposed to be paid in respect of such Defaulted Interest
     or shall make arrangements satisfactory to the Trustee for such deposit
     prior to the date of the proposed payment, such money when deposited to be
     held in trust for the benefit of the Persons entitled to such Defaulted
     Interest as in this clause provided. Thereupon the Trustee shall fix a
     Special Record Date for the payment of such Defaulted Interest which date
     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 the Holders of such Registered Securities
     at their addresses as they appear in the Security Register, not less than
     10 days prior to such Special Record Date. Notice of the proposed payment
     of such Defaulted Interest and the Special Record Date therefor having been
     mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
     in whose names such Registered Securities (or their respective Predecessor
     Securities) are registered at the close of business on such Special Record
     Date and shall no longer be payable pursuant to the following clause (2).

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

          (d) Any Defaulted Interest payable in respect of Bearer Securities of
any series shall be payable pursuant to such procedures as may be satisfactory
to the Trustee in such manner that there is no discrimination between the
Holders of Registered Securities (if any) and Bearer Securities of such series,
and notice of the payment date therefor shall be given by the Trustee, in the
name and at the expense of the Company, in the manner provided in Section 1.O5
not more than 25 days and not less than 20 days prior to the date of the
proposed payment.
<PAGE>

                                                                              43

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

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

          Section 3.08.  Cancellation.
                         ------------

          Unless otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, all Debt Securities surrendered for payment,
redemption, transfer, exchange or credit against any sinking fund and all
Coupons surrendered for payment or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee. All Debt Securities and
matured Coupons so delivered shall be promptly cancelled by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Debt
Securities or Coupons 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 Debt Securities previously authenticated hereunder which the Company has not
issued, and all Debt Securities or Coupons so delivered shall be promptly
cancelled by the Trustee. No Debt Securities or Coupons shall be authenticated
in lieu of or in exchange for any Debt Securities or Coupons cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Debt Securities and Coupons held by the Trustee shall be destroyed by
the Trustee unless the Company shall request otherwise. The acquisition of any
Debt Securities or Coupons by the Company shall not operate as a redemption or
satisfaction of the indebtedness represented thereby unless and until such Debt
Securities or Coupons are surrendered to the Trustee for cancellation. In the
case of any temporary Global Note which shall be destroyed if the entire
aggregate principal amount of the Debt Securities represented thereby has been
exchanged, the certificate of destruction shall state that all certificates
required pursuant to Section 3.04 hereof and substantially in the form of
Exhibit B hereto, to be given by the Euro-clear Operator or CEDEL, have been
duly presented to the Trustee by the Euro-clear Operator or CEDEL, as the case
may be. Permanent Global Notes shall not be destroyed until exchanged in full
for definitive Debt Securities or until payment thereon is made in full.
<PAGE>

                                                                              44

          Section 3.09.  Computation of Interest.
                         -----------------------

          Except as otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, interest on the Debt Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.

          Section 3.10.  Currency of Payments in Respect of Debt Securities.
                         --------------------------------------------------

          (a)  Except as otherwise specified pursuant to Section 3.01 for Bearer
Securities of any series, payment of the
<PAGE>

                                                                              45

principal of (and premium, if any) and interest on Bearer Securities of such
series denominated in any Currency will be made in such Currency.

          (b) With respect to Registered Securities of any series not permitting
the election provided for in paragraph (c) below or the Holders of which have
not made the election provided for in paragraph (c) below, except as provided in
paragraph (e) below, payment of the principal of (and premium, if any) and any
interest on any Registered Security of such series will be made in the Currency
in which such Registered Security is payable.

          (c) It may be provided pursuant to Section 3.01 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below, to receive payments of principal of (and
premium, if any) and any interest on such Registered Securities in any of the
Currencies which may be designated for such election by delivering to the
Trustee a written election, to be in form and substance satisfactory to the
Trustee, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (but any such change must be made
not later than the close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be made on such payment
date and no such change or election may be made with respect to payments to be
made on any Registered Security of such series with respect to which an Event of
Default has occurred or notice of redemption has been given by the Company
pursuant to Article Thirteen). Any Holder of any such Registered Security who
shall not have delivered any such election to the Trustee by the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant Currency as provided in paragraph (b) of
this Section 3.10.

          (d) If the election referred to in paragraph (c) above has been
provided for pursuant to Section 3.01, then not later than the fourth Business
Day after the Election Date for each payment date, the Trustee will deliver to
the Company a written notice specifying, in the Currency in which each series of
the Registered Securities is payable, the respective aggregate amounts of
principal of (and premium, if any) and any interest on the Registered Securities
to be paid on such payment date, specifying the amounts so payable in respect of
the Registered Securities as to which the Holders of Registered Securities
denominated in any Currency shall have elected to be paid in another Currency as
provided in paragraph (c) above. If the election referred to in paragraph (c)
above has been provided for pursuant to Section 3.01 and if at least one Holder
has made such
<PAGE>

                                                                              46

election, then, on the second Business Day preceding each payment date, the
Company will deliver to the Trustee an Exchange Rate Officer's Certificate in
respect of the Currency payments to be made on such payment date. The Currency
amount receivable by Holders of Registered Securities who have elected payment
in a Currency as provided in paragraph (c) above shall be determined by the
Company on the basis of the applicable Market Exchange Rate in effect on the
third Business Day (the "Valuation Date") immediately preceding each payment
date.

          (e) If a Conversion Event occurs with respect to a Foreign Currency,
the ECU or any other Currency unit in which any of the Debt Securities are
denominated or payable other than pursuant to an election provided for pursuant
to paragraph (c) above, then with respect to each date for the payment of
principal of (and premium, if any) and any interest on the applicable Debt
Securities denominated or payable in such Foreign Currency, the ECU or such
other Currency unit occurring after the last date on which such Foreign
Currency, the ECU or such other Currency unit was used (the "Conversion Date"),
the Dollar shall be the Currency of payment for use on each such payment date.
The Dollar amount to be paid by the Company to the Trustee and by the Trustee or
any Paying Agent to the Holders of such Debt Securities with respect to such
payment date shall be the Dollar Equivalent of the Foreign Currency or, in the
case of a Currency unit, the Dollar Equivalent of the Currency Unit, in each
case as determined by the Currency Determination Agent in the manner provided in
paragraph (g) or (h) below.

          (f) If the Holder of a Registered Security denominated in any Currency
shall have elected to be paid in another Currency as provided in paragraph (c)
above, and a Conversion Event occurs with respect to such elected Currency, such
Holder shall receive payment in the Currency in which payment would have been
made in the absence of such election. If a Conversion Event occurs with respect
to the Currency in which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as provided in paragraph
(e) of this Section 3.10.

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

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

                                                                              47

          (i) For purposes of this Section 3.10 the following terms shall have
the following meanings:

          A "Component Currency" shall mean any Currency which, on the
     Conversion Date, was a component Currency of the relevant Currency unit,
     including, but not limited to, the ECU.

          A "Specified Amount" of a Component Currency shall mean the number of
     units of such Component Currency or fractions thereof which were
     represented in the relevant Currency unit, including, but not limited to,
     the ECU, on the Conversion Date. If after the Conversion Date the official
     unit of any Component Currency is altered by way of combination or
     subdivision, the Specified Amount of such Component Currency shall be
     divided or multiplied in the same proportion. If after the Conversion Date
     two or more Component Currencies are consolidated into a single Currency,
     the respective Specified Amounts of such Component Currencies shall be
     replaced by an amount in such single Currency equal to the sum of the
     respective Specified Amounts of such consolidated Component Currencies
     expressed in such single Currency, and such amount shall thereafter be a
     Specified Amount and such single Currency shall thereafter be a Component
     Currency. If after the Conversion Date any Component Currency shall be
     divided into two or more Currencies, the Specified Amount of such Component
     Currency shall be replaced by amounts of such two or more Currencies with
     appropriate Dollar equivalents at the Market Exchange Rate on the date of
     such replacement equal to the Dollar equivalent of the Specified Amount of
     such former Component Currency at the Market Exchange Rate on such date,
     and such amounts shall thereafter be Specified Amounts and such Currencies
     shall thereafter be Component Currencies. If after the Conversion Date of
     the relevant Currency unit, including but not limited to, the ECU, a
     Conversion Event (other than any event referred to above in this definition
     of "Specified Amount") occurs with respect to any Component Currency of
     such Currency unit, the Specified Amount of such Component Currency shall,
     for purposes of calculating the Dollar Equivalent of the Currency Unit, be
     converted into Dollars at the Market Exchange Rate in effect on the
     Conversion Date of such Component Currency.

          "Election Date" shall mean the record date with respect to any payment
     date, and with respect to the Maturity shall mean the record date (if
     within 16 or fewer days prior to the Maturity) immediately preceding the
     Maturity, and with respect to any series of Debt Securities whose record
     date immediately preceding the Maturity is more than 16 days prior to the
     Maturity or any series of Debt Securities for which no record dates are
     provided with respect to interest
<PAGE>

                                                                              48

     payments, shall mean the date which is 16 days prior to the Maturity.

          (j) All decisions and determinations of the Currency Determination
Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar
Equivalent of the Currency Unit and the Market Exchange Rate shall be in its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and irrevocably binding upon the Company and all Holders of the
Debt Securities denominated or payable in the relevant Currency. In the event of
a Conversion Event with respect to a Foreign Currency, the Company, after
learning thereof, will immediately give written notice thereof to the Trustee
(and the Trustee will promptly thereafter give notice in the manner provided in
Section 1.05 to the Holders) specifying the Conversion Date. In the event of a
Conversion Event with respect to the ECU or any other Currency unit in which
Securities are denominated or payable, the Company, after learning thereof, will
immediately give notice thereof to the Trustee (and the Trustee will promptly
thereafter give written notice in the manner provided in Section 1.05 to the
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event of any subsequent change
in any Component Currency as set forth in the definition of Specified Amount
above, the Company, after learning thereof, will similarly give written notice
to the Trustee. The Trustee shall be fully justified and protected in relying
and acting upon information received by it from the Company and the Currency
Determination Agent and shall not otherwise have any duty or obligation to
determine such information independently.

          (k) For purposes of any provision of the Indenture where the Holders
of Outstanding Debt Securities may perform an Act which requires that a
specified percentage of the Outstanding Debt Securities of all series perform
such Act and for purposes of any decision or determination by the Trustee of
amounts due and unpaid for the principal (and premium, if any) and interest on
the Debt Securities of all series in respect of which moneys are to be disbursed
ratably, the principal of (and premium, if any) and interest on the Outstanding
Debt Securities denominated in a Foreign Currency will be the amount in Dollars
based upon the Market Exchange Rate for Debt Securities of such series, as of
the date for determining whether the Holders entitled to perform such Act have
performed it, or as of the date of such decision or determination by the
Trustee, as the case may be.

          Section 3.11.  Judgments.
                         ---------

          If for the purpose of obtaining a judgment in any court with respect
to any obligation of the Company hereunder or under any Debt Security, it shall
become necessary to convert into any other Currency any amount in the Currency
due hereunder or under
<PAGE>

                                                                              49

such Debt Security, then such conversion shall be made at the Market Exchange
Rate as in effect on the date the Company shall make payment to any Person in
satisfaction of such judgment. If pursuant to any such judgment, conversion
shall be made on a date other than the date payment is made and there shall
occur a change between such Market Exchange Rate and the Market Exchange Rate as
in effect on the date of payment, the Company agrees to pay such additional
amounts (if any) as may be necessary to ensure that the amount paid is equal to
the amount in such other Currency which, when converted at the Market Exchange
Rate as in effect on the date of payment or distribution, is the amount then due
hereunder or under such Debt Security. Any amount due from the Company under
this Section 3.11 shall be due as a separate debt and is not to be affected by
or merged into any judgment being obtained for any other sums due hereunder or
in respect of any Debt Security. In no event, however, shall the Company be
required to pay more in the Currency or Currency unit due hereunder or under
such Debt Security at the Market Exchange Rate as in effect when payment is made
than the amount of Currency stated to be due hereunder or under such Debt
Security so that in any event the Company's obligations hereunder or under such
Debt Security will be effectively maintained as obligations in such Currency,
and the Company shall be entitled to withhold (or be reimbursed for, as the case
may be) any excess of the amount actually realized upon any such conversion over
the amount due and payable on the date of payment or distribution.

          Section 3.12.  Exchange Upon Default.
                         ---------------------

          If default is made in the payments referred to in Section 12.01, the
Company hereby undertakes that upon presentation and surrender of a permanent
Global Note to the Trustee (or to any other Person or at any other address as
the Company may designate in writing), on any Business Day on or after the
maturity date thereof the Company will issue and the Trustee will authenticate
and deliver to the bearer or holder of such permanent Global Note duly executed
and authenticated definitive Debt Securities with the same issue date and
maturity date as set out in such permanent Global Note.

          Section 3.13.  CUSIP Numbers.
                         -------------

          The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
                                           --------
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of redemption
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company will promptly notify the Trustee of
any change in the "CUSIP" numbers.


                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

          Section 4.01.  Satisfaction and Discharge of Indenture.
                         ---------------------------------------

          This Indenture, with respect to the Debt Securities of any series (if
all series issued under this Indenture are not to be affected), shall upon
Company Request, cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange or conversion of such Debt
Securities herein
<PAGE>

                                                                              50

expressly provided for or expressly provided for in the terms of the Debt
Securities of such series pursuant to Section 3.01 and rights to receive
payments of principal (and premium, if any) and interest on such Debt
Securities) and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

          (1)  either

          (A)  all Debt Securities and the Coupons, if any, of such series
     theretofore authenticated and delivered (other than (i) Debt 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, (ii) Coupons
     appertaining to Bearer Securities surrendered for exchange for Registered
     Securities and maturing after such exchange, whose surrender is not
     required or has been waived under Section 3.05, (iii) Coupons appertaining
     to Bearer Securities called for redemption and maturing after the relevant
     Redemption Date, whose surrender has been waived as provided in Section
     13.06, and (iv) Debt 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 12.04) have been
     delivered to the Trustee for cancellation; or

          (B)  all Debt Securities and the Coupons, if any, of such series not
     theretofore delivered to the Trustee for cancellation,

               (i)   have become due and payable, or

               (ii)  will become due and payable at their Stated Maturity within
                     one year, or

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

     and the Company, in the case of (i), (ii) or (iii) of this subclause (B),
     has irrevocably deposited or caused to be deposited with the Trustee as
     trust funds in trust for such purpose an amount in the Currency in which
     such Debt Securities are denominated (except as otherwise provided pursuant
     to Sections 3.01 or 3.10) sufficient to pay and discharge the entire
     indebtedness on such Debt Securities for principal (and premium, if any)
     and interest to the date of such deposit (in the case of Debt Securities
     which have become due and payable) or to the Stated Maturity or
<PAGE>

                                                                              51

     Redemption Date, as the case may be, but excluding, however, the amount of
     any moneys for the payment of principal (and premium, if any) or interest
     (1) theretofore 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 12.04 or (2) paid to any state pursuant to its
     unclaimed property or similar laws; provided, however, in the event a
                                         --------  -------
     petition for relief under the Federal bankruptcy laws, as now or hereafter
     constituted, or any other applicable Federal or state bankruptcy,
     insolvency or other similar law, is filed with respect to the Company
     within 91 days after the deposit and the Trustee is required to return the
     deposited money to the Company, the obligations of the Company under this
     Indenture with respect to such Debt Securities shall not be deemed
     terminated or discharged;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14, the obligations of
the Company under Section 12.01, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section
12.04, shall survive. If, after the deposit referred to in Section 4.01 has been
made, (x) the Holder of a Debt Security is entitled to, and does, elect pursuant
to Section 3.10(c), to receive payment in a Currency other than that in which
the deposit pursuant to Section 4.01 was made, or (y) if a Conversion Event
occurs with respect to the Currency in which the deposit was made or elected to
be received by the Holder pursuant to Section 3.10(c), then the indebtedness
represented by such Debt Security shall be fully discharged to the extent that
the deposit made with respect to such Debt Security shall be converted into the
Currency in which such payment is made.

          Section 4.02.  Application of Trust Money.
                         --------------------------

          Subject to the provisions of the last paragraph of Section 12.04, 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 Debt Securities and
Coupons, if any, and this Indenture, to the payment, either
<PAGE>

                                                                              52

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 interest for whose payment such money
has been deposited with the Trustee.


                                 ARTICLE FIVE

                                   REMEDIES

          Section 5.01.  Events of Default.
                         -----------------

          "Event of Default" wherever used herein with respect to Debt
Securities of any series means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law, pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or
governmental body):

          (1) default in the payment of any interest upon any Debt Security or
     any payment with respect to the Coupons, if any, of such series when it
     becomes due and payable, and continuance of such default for a period of 30
     days; or

          (2) default in the payment of the principal of (and premium, if any,
     on) any Debt Security of such series at its Maturity; or

          (3) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which expressly has been included in this
     Indenture solely for the benefit of Debt Securities of a series other than
     such series), and continuance of such default or breach for a period of 90
     days after there has been given, by registered or certified mail, to the
     Company by the Trustee or to the Company and the Trustee by the Holders of
     at least 25% in principal amount of the Outstanding Debt Securities of such
     series, a written notice specifying such default or breach and requiring it
     to be remedied and stating that such notice is a "Notice of Default"
     hereunder; or

          (4) default in the performance of any other term or provision of any
     Indebtedness of the Company (other than Debt Securities of such series)
     that results in such Indebtedness becoming or being declared due and
     payable prior to the date on which it would otherwise become due and
     payable if the amount of such Indebtedness which shall have
<PAGE>

                                                                              53

     become or shall have been declared due and payable as a result of such
     default is in excess of $10,000,000, and such acceleration shall not have
     been rescinded or annulled, or such Indebtedness shall not have been
     discharged, within a period of 30 days after there has been given, by
     registered or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in principal amount
     of the Outstanding Debt Securities of such series, a written notice
     specifying such default or defaults and stating that such notice is a
     "Notice of Default" hereunder; or

          (5) the entry of a decree or order for relief in respect of the
     Company by a court having jurisdiction in the premises in an involuntary
     case under the Federal bankruptcy laws, as now or hereafter constituted, or
     any other applicable Federal or State bankruptcy, insolvency or other
     similar law, or a decree or order adjudging the Company a bankrupt or
     insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company under any applicable Federal or State law, or appointing a
     receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
     similar official) of the Company or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order unstayed and in effect for a period
     of 60 consecutive days; or

          (6) the commencement by the Company of a voluntary case under the
     Federal bankruptcy laws, as now or hereafter constituted, or any other
     applicable Federal or State bankruptcy, insolvency or other similar law, or
     the consent by it to the entry of an order for relief in an involuntary
     case under any such law or to the appointment of a receiver, liquidator,
     assignee, custodian, trustee, sequestrator (or other similar official) of
     the Company or of any substantial part of its property, or the making by it
     of an assignment for the benefit of its creditors, or the admission by it
     in writing of its inability to pay its debts generally as they become due,
     or the taking of corporate action by the Company in furtherance of any such
     action; or

          (7) any other Event of Default provided with respect to Debt
     Securities of that series pursuant to clause (21) of Section 3.01.

          Section 5.02.  Acceleration of Maturity; Rescission and Annulment.
                         --------------------------------------------------

          If an Event of Default with respect to Debt Securities of any series
at the time Outstanding occurs and is continuing,
<PAGE>

                                                                              54

then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of such series may declare
the principal amount (or, if any Debt Securities of such series are Discount
Securities, such portion of the principal amount of such Discount Securities as
may be specified in the terms of such Discount Securities) of all the Debt
Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. Upon payment of such amount in the Currency in
which such Debt Securities are payable (except as otherwise provided pursuant to
Sections 3.01 or 3.10), all obligations of the Company in respect of the payment
of principal of the Debt Securities of such series shall terminate.

          At any time after such a declaration of acceleration with respect to
Debt Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

          (1) the Company has paid or deposited with the Trustee a sum in the
     Currency in which such Debt Securities are payable (except as otherwise
     provided pursuant to Section 3.01 or 3.10) sufficient to pay

          (A)  all overdue installments of interest on all Debt Securities or
               all overdue payments with respect to any Coupons of such series,

          (B)  the principal of (and premium, if any, on) any Debt Securities of
               such series which have become due otherwise than by such
               declaration of acceleration and interest thereon at the rate or
               rates prescribed therefor in such Debt Securities,

          (C)  to the extent that payment of such interest is lawful, interest
               upon overdue installments of interest on each Debt Security of
               such series or upon overdue payments on any Coupons of such
               series at the Overdue Rate, and

          (D)  all sums paid or advanced by the Trustee hereunder and the
               reasonable compensation, expenses, disbursements and advances of
               the Trustee, its agents and counsel; provided, however, that all
                                                    --------  -------
               sums payable under this clause (D) shall be paid in Dollars;
<PAGE>

                                                                              55

and

          (2) All Events of Default with respect to Debt Securities of such
     series, other than the nonpayment of the principal of Debt Securities of
     such series which has 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

          (1) default is made in the payment of any installment of interest on
     any Debt Security or any payment with respect to any Coupons when such
     interest or payment becomes due and payable and such default continues for
     a period of 30 days, or

          (2)  default is made in the payment of principal of (or premium, if
     any, on) any Debt Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities or of such Coupons, the amount then due and
payable on such Debt Securities or matured Coupons, for the principal (and
premium, if any) and interest, if any, and, to the extent that payment of such
interest shall be legally enforceable, interest upon the overdue principal (and
premium, if any) and upon overdue installments of interest, at the Overdue Rate;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel
other than any such compensation, expenses, disbursement, or advances which
result from the Trustee's negligence or bad faith.

          If the Company fails to pay such amount 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, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Debt Securities and Coupons,
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 Debt
Securities and Coupons wherever situated.
<PAGE>

                                                                              56

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

          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 proceedings, or any voluntary or involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, relative to the Company or any
other obligor upon the Debt Securities and Coupons, if any, of a particular
series or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of such Debt
Securities shall then be due and payable as therein expressed or by declaration
of acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

          (i)  to file and prove a claim for the whole amount of principal (or,
     if the Debt Securities of such series are Discount Securities, such portion
     of the principal amount as may be due and payable with respect to such
     series pursuant to a declaration in accordance with Section 5.02) (and
     premium, if any) and interest owing and unpaid in respect of the Debt
     Securities and Coupons of such series and to file such other papers or
     documents as may be necessary or advisable in order to have the claims of
     the Trustee (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel other
     than any such compensation, expenses, disbursements and advances which
     result from the Trustee's negligence or bad faith) and of the Holders of
     such Debt Securities and Coupons allowed in such judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to
<PAGE>

                                                                              57

the making of such payments directly to such Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07 other than any such compensation, expenses,
disbursements and advances which result from the Trustee's negligence or bad
faith.

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

          Section 5.05.  Trustee May Enforce Claims Without Possession of Debt
                         -----------------------------------------------------
Securities or Coupons.
---------------------

          All rights of action and claims under this Indenture or the Debt
Securities and the Coupons, if any, of any series may be prosecuted and enforced
by the Trustee without the possession of any of such Debt 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, its agents and counsel other than any such
compensation, expenses, disbursements and advances which result from the
Trustee's negligence or bad faith, be for the ratable benefit of the Holders of
the Debt Securities or 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 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 (and premium,
if any) or interest, upon presentation of the Debt Securities or Coupons of any
series in respect of which money has been collected 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 under Section
     6.07;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of (and premium, if any) and interest on the Debt Securities or
     Coupons of such series, in respect of which or for the benefit of which
     such money has been
<PAGE>

                                                                              58

     collected ratably, without preference or priority of any kind, according to
     the amounts due and payable on such Debt Securities or Coupons for
     principal (and premium, if any) and interest, respectively; and

          THIRD: The balance, if any, to the Company.

          Section 5.07.  Limitation on Suits.
                         -------------------

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

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities or Coupons of any other
series, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders. For the protection and enforcement of the provisions of this Section
5.07, each and every Holder of Debt Securities or Coupons of any series and the
Trustee for such series shall be entitled to such relief as can be given at law
or in equity.
<PAGE>

                                                                              59

          Section 5.08.  Unconditional Right of Holders to Receive Principal,
                         ----------------------------------------------------
Premium and Interest.
--------------------

          Notwithstanding any other provision in this Indenture, the Holder of
any Debt Security or of any Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.07) interest on such Debt Security or Coupon on the
respective Stated Maturity or Maturities expressed in such Debt Security or
Coupon (or, in the case of redemption, on the Redemption Date) and to convert
any Debt Security that is convertible and to institute suit for the enforcement
of any such payment and interest thereon, and such right shall not be impaired
without the consent of such Holder.

          Section 5.09.  Restoration of Rights and Remedies.
                         ----------------------------------

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

          Section 5.10.  Rights and Remedies Cumulative.
                         ------------------------------

          Except as otherwise expressly provided elsewhere in this Indenture, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

          Section 5.11.  Delay or Omission Not Waiver.
                         ----------------------------

          No delay or omission of the Trustee or of any Holder 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 any
acquiescence therein. Every right and remedy given by this Indenture 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, as the case
may be.
<PAGE>

                                                                              60

          Section 5.12.  Control by Holders.
                         ------------------

          The Holders of a majority in principal amount of the Outstanding Debt
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 Debt
Securities of such series, provided, that

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

          (2) subject to the provisions of Section 6.01, the Trustee shall have
     the right to decline to follow any such direction if the Trustee in good
     faith shall, by a Responsible Officer or Responsible Officers of the
     Trustee, determine that the proceeding so directed would be unjustly
     prejudicial to the Holders of Debt Securities of such series not joining in
     any such direction; and

          (3) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

          Section 5.13.  Waiver of Past Defaults.
                         -----------------------

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

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

          (2) in respect of a covenant or provision hereof which pursuant to
     Article Eleven cannot be modified or amended without the consent of the
     Holder of each Outstanding Debt 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 the Debt Securities of such series under this Indenture, but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

          Section 5.14.  Undertaking for Costs.
                         ---------------------

          All parties to this Indenture agree, and each Holder of any Debt
Security or any Coupon by his acceptance thereof shall be deemed to have agreed,
that any court may in its discretion
<PAGE>

                                                                              61

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, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit other
than the Trustee of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, 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 had not apply to any suit
instituted by the Company, 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 Debt Securities of any series, or to
any suit instituted by any Holder of a Debt Security or Coupon for the
enforcement of the payment of the principal of (or premium, if any) or interest
on such Debt Security or the payment of any Coupon on or after the respective
Stated Maturity or Maturities expressed in such Debt Security or Coupon (or, in
the case of redemption, on or after the Redemption Date).


                                  ARTICLE SIX

                                  THE TRUSTEE

          Section 6.01.  Certain Duties and Responsibilities.
                         -----------------------------------

          (a)  Except during the continuance of an Event of Default with respect
to the Debt Securities of any series,

          (1)  the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (2)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provisions
     hereof are specifically required to be furnished to the Trustee, the
     Trustee shall be under a duty to examine the same to determine whether or
     not they conform to the requirements of this Indenture, but need not
     confirm or investigate the accuracy of any mathematical calculations or
     other facts stated therein.

          (b)  In case an Event of Default with respect to Debt Securities of
any series has occurred and is continuing, the Trustee shall, with respect to
the Debt Securities of such series, exercise such of the rights and powers
vested in it by
<PAGE>

                                                                              62

this Indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs. Notwithstanding the foregoing, 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.

          (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

          (1) this subsection shall not be construed to limit the effect of
     subsection (a) of this Section;

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

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

          (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

          Section 6.02.  Notice of Defaults.
                         ------------------

          Within 90 days after the occurrence of any default hereunder with
respect to Debt Securities or Coupons, if any, of any series, the Trustee shall
give notice to all Holders of Debt Securities and Coupons of such series of such
default hereunder actually known to a Responsible Officer of the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
                                              --------  -------
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Debt Security or Coupon of such series or in the payment of any
sinking fund installment with respect to Debt
<PAGE>

                                                                              63

Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Debt Securities and of Coupons of such series; and provided, further,
                                                              --------  -------
that in the case of any default of the character specified in Section 5.01(3)
with respect to Debt Securities of such series, no such notice to Holders shall
be given until at least 45 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to Debt
Securities of such series.

          Notice given pursuant to this Section 6.02 shall be transmitted by
mail:

          (1) to all Registered Holders, as the names and addresses of the
     Registered Holders appear in the Security Register;

          (2) to such Holders of Bearer Securities of any series as have within
     two years preceding such transmission, filed their names and addresses with
     the Trustee for such series for that purpose; and

          (3) to each Holder of a Debt Security of any series whose name and
     address appear in the information preserved at the time by the Trustee in
     accordance with Section 7.02(a) of this Indenture.

          Section 6.03.  Certain Rights of Trustee.
                         -------------------------

          Except as otherwise provided in Section 6.01:

          (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
(whether in its original or facsimile form) 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 and any resolution
of the Board of Directors shall 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
<PAGE>

                                                                              64

specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

          (d) the Trustee may consult with counsel of its own selection and the
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 powers vested in it by this Indenture at the request or direction of
any of the Holders of Debt Securities of any series pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;

          (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, other evidence of indebtedness or other paper or document, unless
requested in writing to do so by the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series; provided, however,
                                                              --------  -------
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 satisfactory to it against such costs,
expenses or liabilities as a condition to so proceeding;

          (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 (including any agent appointed pursuant to
Section 3.10(j)) or attorney appointed with due care by it hereunder;

          (h) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Reponsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and the Indenture; and

          (i) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

          Section 6.04.  Not Responsible for Recitals or Issuance of Debt
                         ------------------------------------------------
Securities.
-----------

          The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities or Coupons, if any, of any series. The
Trustee shall not be accountable for the use or
<PAGE>

                                                                              65

application by the Company of any Debt Securities or the proceeds thereof.

          Section 6.05.  May Hold Debt Securities.
                         ------------------------

          The Trustee, any Paying Agent, the Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Debt Securities or Coupons, and, subject to Sections 6.08
and 6.13, may otherwise deal with the Company with the same rights it would have
if it were not Trustee, Paying Agent, Security Registrar or such other agent.

          Section 6.06.  Money Held in Trust.
                         -------------------

          Subject to the provisions of the last paragraph of Section 12.04, all
moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received. Money in any
Currency held by the Trustee or any Paying Agent in trust hereunder need not be
segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

          Section 6.07.  Compensation and Reimbursement.
                         ------------------------------

          The Company agrees:

          (1)  to pay to the Trustee such compensation as shall be agreed upon
     from time to time in writing in Dollars 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);

          (2)  except as otherwise expressly provided herein, to reimburse the
     Trustee in Dollars upon its request for all expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may result from its negligence or willful
     misconduct; and

          (3)  to fully indemnify in Dollars the Trustee for, and to hold it
     harmless against, any and all loss, liability, damage or expense (including
     attorneys' fees and expenses) incurred without negligence or willful
     misconduct on its part, arising out of or in connection with the acceptance
     or administration of this trust or performance of its duties hereunder,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the
<PAGE>

                                                                              66

     exercise or performance of any of its powers or duties hereunder.

          As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a claim prior to the Debt Securities
and Coupons, if any, upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of amounts due on
the Debt Securities and Coupons.

          The obligations of the Company under this Section 6.07 to compensate
and indemnify the Trustee for expenses, disbursements and advances shall survive
the satisfaction and discharge of this Indenture.

          Section 6.08.  Disqualification; Conflicting Interests.
                         ---------------------------------------

          If the Trustee has or shall acquire any conflicting interest, as
defined in the Trust Indenture Act, the Trustee shall either eliminate such
conflicting interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture. The
following indenture shall be deemed to be specifically described herein for
purposes of clause (1) of the first proviso contained in Section 310(b) of the
Trust Indenture Act: the Indenture dated as of June 15, 1985 between the Company
and Trustee providing for the issuance of an unlimited amount of unsecured debt
securities.

          Section 6.09.  Corporate Trustee Required; Eligibility.
                         ---------------------------------------

          There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $75,000,000, subject to supervision or examination by Federal, State
or District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. Neither the Company nor any person directly or
indirectly controlling, controlled by, or under common control with the Company
shall serve as Trustee upon any Debt Securities.

          Section 6.10.  Resignation and Removal; Appointment of Successor.
                         -------------------------------------------------

          (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall
<PAGE>

                                                                              67

become effective until the acceptance of appointment by the successor Trustee
under Section 6.11.

          (b) The Trustee may resign at any time with respect to the Debt
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 of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of such series.

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

          (d)  If at any time:

          (1) the Trustee shall fail to comply with Section 6.08 with respect to
     the Debt Securities of any series after written request therefor by the
     Company or by any Holder who has been a bona fide Holder of a Debt Security
     of such series for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 6.09 with
     respect to the Debt Securities of any series and shall fail to resign after
     written request therefor by the Company or by any such Holder, or

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee with respect to all Debt Securities, or (ii) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Debt Security of
any series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee for the Debt
Securities of such series.

          (e) 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 Debt Securities of one or more series, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
<PAGE>

                                                                              68

Trustees with respect to the Debt Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Debt 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 Debt Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Debt
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Debt 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 Debt Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Debt Securities of any series shall have been so
appointed by the Company or the Holders of such series and accepted appointment
in the manner hereinafter provided, any Holder who has been a bona fide Holder
of a Debt Security of such series for at least six months may, subject to
Section 5.14, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Debt Securities of such series.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Debt Securities of any series and each
appointment of a successor Trustee with respect to the Debt Securities of any
series in the manner and to the extent provided in Section 1.05 to the Holders
of Debt Securities of such series. Each notice shall include the name of the
successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

          Section 6.11.  Acceptance of Appointment by Successor.
                         --------------------------------------

          (a) In the case of an appointment hereunder of a successor Trustee
with respect to all Debt Securities, each such successor Trustee so appointed
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
<PAGE>

                                                                              69

retiring Trustee hereunder, subject nevertheless to its claim, if any, provided
for in Section 6.07.

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debt
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Debt Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in any such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any other trust or trusts hereunder administered by any other such Trustee and
that no Trustee shall be responsible for any notice given to or received by or
any act or failure to act on the part of any other Trustee hereunder; and upon
the execution and delivery of any 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 Debt 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 Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.

          (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.
<PAGE>

                                                                              70

          (d) 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.

          Section 6.12.  Merger, Conversion, Consolidation or Succession to
                         --------------------------------------------------
Business.
---------

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Debt Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Debt Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Debt Securities. In case any Debt Securities shall not have been authenticated
by such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, 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 6.13.  Preferential Collection of Claims Against Company.
                         -------------------------------------------------

          If and when the Trustee shall be or become a creditor of the Company
(or any obligor upon the Debt Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such obligor).

          Section 6.14.  Appointment of Authenticating Agent.
                         -----------------------------------

          As long as any Debt Securities of a series remain Outstanding, upon a
Company Request, there shall be an authenticating agent (the "Authenticating
Agent") appointed, for such period as the Company shall elect, by the Trustee
for such series of Debt Securities to act as its agent on its behalf and subject
to its direction in connection with the authentication and delivery of each
series of Debt Securities for which it is serving as Trustee. Debt Securities of
each such series authenticated by such Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by such Trustee. Wherever reference is made in this
Indenture to the authentication and
<PAGE>

                                                                              71

delivery of Debt Securities of any series by the Trustee for such series or to
the Trustee's Certificate of Authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee for such series by
an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of such Trustee by such Authenticating Agent, except that
only the Trustee may authenticate Debt Securities upon original issuance and
pursuant to Section 3.06 hereof. Such Authenticating Agent shall at all times be
a corporation organized and doing business under the laws of the United States
of America or of any State, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $10,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

          Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Debt Securities for which it served as Authenticating
Agent without the execution or filing of any paper or any further act on the
part of the Trustee for such series or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the applicable Trustee
and to the Company.

          Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more or all series of Debt Securities, the Trustee for such series shall
upon Company Request appoint a successor Authenticating Agent, and the Company
shall provide notice of such appointment to all Holders of Debt Securities of
such series in the manner and to the extent provided in Section 1.05. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. The Trustee for the Debt
<PAGE>

                                                                              72

Securities of such series agrees to pay to the Authenticating Agent for such
series from time to time reasonable compensation for its services, and the
Trustee shall be entitled to be reimbursed for such payment, subject to the
provisions of Section 6.07. The Authenticating Agent for the Debt Securities of
any series shall have no responsibility or liability for any action taken by it
as such at the direction of the Trustee for such series.

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

          This is one of the series of Debt Securities issued under the within
mentioned Indenture.

                                    CITIBANK, N.A.,
                                      as Trustee


                                    By _________________________
                                         As Authenticating Agent


                                    By _________________________
                                        Authorized Signatory

          Section 6.15.  Trustee's Application for Instructions from the
                         -----------------------------------------------
Company.
-------

          Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
five Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          Section 7.01.  Company to Furnish Trustee
                         --------------------------
Names and Addresses of Holders.
------------------------------

          The Company will furnish or cause to be furnished to the Trustee with
respect to Registered Securities of each series for which it acts as Trustee:

          (a) semi-annually on a date not more than 15 days after each Regular
Record Date with respect to an Interest Payment Date, if any, for the Registered
Securities of such series (or on semi-annual dates in each year to be determined
pursuant to Section 3.01 if the Registered Securities of such series do not bear
interest), a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Registered Holders as of the date 15 days next
preceding each such Regular Record Date (or such semi-annual dates, as the case
may be); and
<PAGE>

                                                                              73

          (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 if and so long as the Trustee shall be the Security
--------  -------
Registrar for such series, no such list need be furnished.

          The Company shall also be required to furnish to the Trustee at all
such times set forth above all information in the possession or control of the
Company or any of its Paying Agents other than the Trustee as to the names and
addresses of the Holders of Bearer Securities of all series; provided, however,
                                                             --------  -------
that the Company shall have no obligation to investigate any matter relating to
any Holders of Bearer Securities of any series.

          Section 7.02.  Preservation of Information; Communication to Holders.
                         -----------------------------------------------------

          (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in Section 7.01
received by it in the capacity of Paying Agent (if so acting) hereunder, and
filed with it within the two preceding years pursuant to Section 7.03(c)(2).

          The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished, destroy any information
received by it as Paying Agent (if so acting) hereunder upon delivering to
itself as Trustee, not earlier than 45 days after an Interest Payment Date, a
list containing the names and addresses of the Holders obtained from such
information since the delivery of the next previous list, if any, destroy any
list delivered to itself as Trustee which was compiled from information received
by it as Paying Agent (if so acting) hereunder upon the receipt of a new list so
delivered, and destroy not earlier than two years after filing, any information
filed with it pursuant to Section 7.03(c)(2).

          (b)  If three or more Holders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Debt Security for a period
of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Debt Securities of a particular series (in which case the applicants must
hold Debt Securities of such series) or with all Holders of Debt Securities with
respect to their rights under this Indenture or under the Debt Securities and is
accompanied by a copy of the form of proxy or other communication which such
applicants
<PAGE>

                                                                              74

propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, at its election, either

          (i)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a), or

          (ii) inform such applicants as to the approximate number of Holders of
     Debt Securities of such series or of all Debt Securities, as the case may
     be, whose names and addresses appear in the information preserved at the
     time by the Trustee in accordance with Section 7.02(a), and as to the
     approximate cost of mailing to such Holders the form of proxy or other
     communication, specified in such application.

          If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon written inquest of such applicants,
mail to the Holders of Debt Securities of such series or all Holders, as the
case may be, whose names and addresses appear in the information preserved at
the time by the Trustee in accordance with Section 7.02(a), a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Debt Securities of such series or all Holders, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion.

If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

          (c)  Every Holder of Debt Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names
<PAGE>

                                                                              75

and addresses of the Holders in accordance with Section 7.02(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing of any material pursuant to a
request made under Section 7.02(b).

          Section 7.03.  Reports by Trustee.
                         ------------------

          (a)  Within 60 days after January 15 of each year, commencing January
15, 2001, the Trustee shall, to the extent required by the Trust Indenture Act,
transmit to all Holders of Debt Securities of any series with respect to which
it acts as Trustee, in the manner hereinafter provided in this Section 7.03, a
brief report dated such date with respect to any of the following events which
may have occurred within the previous 12 months (but if no such event has
occurred within such period no report need be transmitted):

          (1)  any change to its eligibility under Section 6.09 and its
     qualifications under Section 6.08;

          (2)  the creation of or any material change to a relationship
     specified in Section 310(b)(10) of the Trust Indenture Act;

          (3)  the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Debt Securities of such series, on any property or
     funds held or collected by it as Trustee, except that the Trustee shall not
     be required (but may elect) to report such advances if such advances so
     remaining unpaid aggregate not more than 1/2 of 1% of the principal amount
     of the Outstanding Debt Securities of such series on the date of such
     report;

          (4)  any change to the amount, interest rate and maturity date of all
     other indebtedness owing by the Company (or any other obligor on the Debt
     Securities of such series) to the Trustee in its individual capacity, on
     the date of such report, with a brief description of any property held as
     collateral security therefor, except an indebtedness based upon a creditor
     relationship arising in any manner described in Section 311(b)(2),(3),(4)
     or (6) of the Trust Indenture Act;

          (5)  any change to the property and funds, if any, physically in the
     possession of the Trustee as such on the date of such report;
<PAGE>

                                                                              76

          (6)  any additional issue of Debt Securities which the Trustee has not
     previously reported; and

          (7)  any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Debt Securities of such series, except action in
     respect of a default, notice of which has been or is to be withheld by the
     Trustee in accordance with Section 6.02.

          (b)  The Trustee shall transmit by mail to all Holders of Debt
Securities of any series (whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.02 (a)) for
which it acts as the Trustee, as hereinafter provided, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Debt Securities of such series, on property or funds held or collected by it
as Trustee, and which it has not previously reported pursuant to this
subsection, except that the Trustee for each series shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Debt Securities of such
series Outstanding at such time, such report to be transmitted within 90 days
after such time.

          (c)  Reports pursuant to this Section 7.03 shall be transmitted by
mail:

          (1)  to all Holders of Registered Securities, as the names and
     addresses of such Holders of Registered Securities appear in the Security
     Register;

          (2)  to such Holders of Bearer Securities of any series as have,
     within two years preceding such transmission, filed their names and
     addresses with the Trustee for such series for that purpose; and

          (3)  except in the cases of reports pursuant to subsection (b) of this
     Section 7.03, to each Holder of a Debt Security of any series whose name
     and address appear in the information preserved at the time by the Trustee
     in accordance with Section 7.02(a).

          (d)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each
<PAGE>

                                                                              77

stock exchange upon which any Debt Securities of such series are listed, with
the Commission and also with the Company. The Company will notify the Trustee
when any series of Debt Securities are listed on any stock exchange.

          Section 7.04.  Reports by Company.
                         ------------------

          The Company will:

          (1)  file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934, as amended; or, if the Company is not
     required to file information, documents or reports pursuant to either of
     said Sections, then it 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 required from time
     to time in such rules and regulations.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates);

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

          (3)  transmit to all Holders of Debt Securities, in the manner and to
     the extent provided in Section 7.03, within 30 days after the filing
     thereof with the Trustee, such summaries of any information, documents and
     reports required to be filed by the Company pursuant to paragraphs (1) and
     (2) of this Section as may be required by rules and regulations prescribed
     from time to time by the Commission.


<PAGE>

                                                                              78

                                  ARTICLE EIGHT

                             CONCERNING THE HOLDERS

          Section 8.01.  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 may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent or proxy duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Whenever in this Indenture it is provided that
the Holders of a specified percentage in aggregate principal amount of the
Outstanding Debt Securities of any series may take any Act, the fact that the
Holders of such specified percentage have joined therein may be evidenced (a) by
the instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing, or (b) by the record of Holders voting in favor thereof at
any meeting of such Holders duly called and held in accordance with the
provisions of Article Nine, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

          Section 8.02.  Proof of Ownership; Proof of Execution of Instruments
                         -----------------------------------------------------
by Holder.
---------

          The ownership of Registered Securities of any series shall be proved
by the Security Register for such series or by a certificate of the Security
Registrar for such series.

          The ownership of Bearer Securities shall be proved by production of
such Bearer Securities or by a certificate executed by any bank or trust
company, which certificate shall be dated and shall state that on the date
thereof a Bearer Security bearing a specified identifying number or other mark
was deposited with or exhibited to the person executing such certificate by the
person named in such certificate, or by any other proof of possession reasonably
satisfactory to the Trustee. The holding by the Person named in any such
certificate of any Bearer Security specified therein shall be presumed to
continue for a period of one year unless at the time of determination of such
holding (1) another certificate bearing a later date issued in respect of the
same Bearer Security shall be produced to the Trustee, (2) such Bearer Security
shall be produced by some other Person to the Trustee, (3) such Bearer Security
shall have been registered on the Security Register, if, pursuant to Section
3.01, such Bearer Security can be so registered, or (4) such Bearer Security
shall have been cancelled or paid.

          Subject to the provisions of Sections 6.01, 6.03 and 9.05, proof of
the execution of a writing appointing an agent or proxy and of the execution of
any instrument by a Holder or his
<PAGE>

                                                                              79

agent or proxy shall be sufficient and conclusive in favor of the Trustee and
the Company if made in the following manner:

          The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgements of deeds, that the person executing
such instrument acknowledged to him the execution thereof, or by an affidavit of
a witness to such execution sworn to before any such notary or other such
officer. Where such execution is by an officer of a corporation or association
or a member of a partnership on behalf of such corporation, association or
partnership, as the case may be, or by any other Person acting in a
representative capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

          The record of any Holders' meeting shall be proved in the manner
provided in Section 9.06.

          The Trustee may in any instance require further proof with respect to
any of the matters referred to in this Section so long as the request is a
reasonable one.

          Section 8.03.  Persons Deemed Owners.
                         ---------------------

          The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of the
principal of (and premium, if any) and (subject to Section 3.07) interest, if
any, 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. The Company, the Trustee, and any agent of the Company or the Trustee
may treat the Holder of any Bearer Security or of any Coupon as the absolute
owner of such Bearer Security or Coupon for the purposes of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Bearer Security or Coupon be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary. All payments made to any Holder, or upon his order, shall be
valid, and, to the extent of the sum or sums paid, effectual to satisfy and
discharge the liability for moneys payable upon such Debt Security or Coupon.

          Section 8.04.  Revocation of Consents; Future Holders Bound.
                         --------------------------------------------

          At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any Act by the Holders of the
percentage in aggregate principal
<PAGE>

                                                                              80

amount of the Outstanding Debt Securities specified in this Indenture in
connection with such Act, any Holder of a Debt Security the number, letter or
other distinguishing symbol of which is shown by the evidence to be included in
the Debt Securities the Holders of which have consented to such Act may, by
filing written notice with the Trustee at the Corporate Trust Office and upon
proof of ownership as provided in Section 8.02, revoke such Act so far as it
concerns such Debt Security. Except as aforesaid, any such Act taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder
and, subject to the provisions of Section 5.08, upon all future Holders of such
Debt Security and all past, present and future Holders of Coupons, if any,
appertaining thereto and of any Debt Securities and Coupons issued on transfer
or in lieu thereof or in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Debt Security or
Coupons or such other Debt Securities or Coupons.


                                  ARTICLE NINE

                                HOLDERS' MEETINGS

          Section 9.01.  Purposes of Meetings.
                         --------------------

          A meeting of Holders of any or all series may be called at any time
and from time to time pursuant to the provisions of this Article Nine for any of
the following purposes:

          (1)  to give any notice to the Company or to the Trustee for such
     series, or to give any directions to the Trustee for such series, or to
     consent to the waiving of any default hereunder and its consequences, or to
     take any other action authorized to be taken by Holders pursuant to any of
     the provisions of Article Five;

          (2)  to remove the Trustee for such series and appoint a successor
     Trustee pursuant to the provisions of Article Six;

          (3)  to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 11.02; or

          (4)  to take any other action authorized to be taken by or on behalf
     of the Holders of any specified aggregate principal amount of the
     Outstanding Debt Securities of any one or more or all series, as the case
     may be, under any other provision of this Indenture or under applicable
     law.
<PAGE>

                                                                              81
          Section 9.02.  Call of Meetings by Trustee.
                         ---------------------------

          The Trustee for any series may at any time call a meeting of Holders
of such series to take any action specified in Section 9.01, to be held at such
time or times and at such place or places as the Trustee for such series shall
determine. Notice of every meeting of the Holders 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 to Holders of such series in the
manner and to the extent provided in Section 1.05. Such notice shall be given
not less than 20 days nor more than 90 days prior to the date fixed for the
meeting.

          Section 9.03.  Call of Meetings by Company or Holders.
                         --------------------------------------

          In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in aggregate principal amount of the Outstanding
Debt Securities of a series or of all series, as the case may be, shall have
requested the Trustee for such series to call a meeting of Holders of any or all
such series by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have given the
notice of such meeting within 20 days after the receipt of such request, then
the Company or such Holders may determine the time or times and the place or
places for such meetings and may call such meetings to take any action
authorized in Section 9.01, by giving notice thereof as provided in Section
9.02.

          Section 9.04.  Qualifications for Voting.
                         -------------------------

          To be entitled to vote at any meeting of Holders a Person shall be (a)
a Holder of a Debt Security of the series with respect to which such meeting is
being held or (b) a Person appointed by an instrument in writing as agent or
proxy by such Holder. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee for the series
with respect to which such meeting is being held and its counsel and any
representatives of the Company and its counsel.

          Section 9.05.  Regulations.
                         -----------

          Notwithstanding any other provisions of this Indenture, the Trustee
for any series may make such reasonable regulations as it may deem advisable for
any meeting of Holders of such series, in regard to proof of the holding of Debt
Securities of such series and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate.
<PAGE>

                                                                              82

          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 such series as provided in Section 9.03, in which case
the Company or the Holders 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 a majority vote of the meeting.

          Subject to the provisos in the definition of "Outstanding," at any
meeting each Holder of a Debt Security of the series with respect to which such
meeting is being held or proxy therefor shall be entitled to one vote for each
$1,000 principal amount (or such other amount as shall be specified as
contemplated by Section 3.01) of Debt 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 Debt 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 other than by virtue of Outstanding Debt
Securities of such series held by him or instruments in writing duly designating
him as the person to vote on behalf of Holders of Debt Securities of such
series. Any meeting of Holders with respect to which a meeting was duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to
time by a majority of such Holders present and the meeting may be held as so
adjourned without further notice.

          Section 9.06.  Voting.
                         ------

          The vote upon any resolution submitted to any meeting of Holders with
respect to which such meeting is being held shall be by written ballots on which
shall be subscribed the signatures of such Holders or of their representatives
by proxy and the serial number or numbers of the Debt Securities held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Holders shall be taken
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was transmitted as provided in Section
9.02. The record shall show the serial numbers of the Debt Securities voting in
favor of or against any resolution. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee.
<PAGE>

                                                                              83

          Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

          Section 9.07.  No Delay of Rights by Meeting.
                         -----------------------------

          Nothing contained in this Article Nine shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to any Holder under any of the provisions of this Indenture or of the
Debt Securities of any series.


                                  ARTICLE TEN

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          Section 10.01.  Company May Consolidate, etc., Only on Certain Terms.
                          ----------------------------------------------------

          Subject to the provisions of Section 10.02, nothing contained in this
Indenture or in any of the Debt Securities or Coupons shall prevent any
consolidation or merger of the Company with or into any other corporation or
corporations (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale or conveyance of all or
substantially all the property of the Company to any other corporation (whether
or not affiliated with the Company) authorized to acquire and operate the same;

provided, however, that the Company hereby covenants and agrees, that upon any
--------  -------
such consolidation, merger, sale or conveyance of or by the Company, other than
consolidation or merger in which the Company is the continuing corporation, the
due and punctual payment of the principal of and premium, if any, and interest
on all of the Debt Securities and Coupons, 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, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the corporation (if other than the Company) formed
by such consolidation, or into which the Company shall have been merged, or by
the corporation which shall have acquired such property.

          Section 10.02  Successor Corporation to be Substituted; Securities
                         ---------------------------------------------------
                         to be Secured in Certain Events.
                         -------------------------------

          In the case of any consolidation, merger, sale or conveyance of or by
the Company referred to in Section 10.01 and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the
<PAGE>

                                                                              84

principal of and premium, if any, and interest on all of the Debt Securities and
Coupons and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, 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 in the
event of any such sale or conveyance, the Company (which term shall for this
purpose mean the corporation named as the "Company" in the first paragraph of
this Indenture or any successor corporation which shall theretofore become such
in the manner described in Section 10.01) shall be discharged from all
obligations and covenants under this Indenture and the Debt Securities and
Coupons and may be dissolved and liquidated. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of Sunoco, Inc. any or all of the Debt Securities and Coupons 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 Debt Securities and Coupons which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Debt Securities and Coupons which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Debt Securities and Coupons of any series so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Debt Securities and
Coupons of such series theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Debt Securities and Coupons had
been issued at the date of the execution hereof.

     In case of any consolidation or merger of the Company with or into any
other corporation, or upon any sale or conveyance of all or substantially all
the property of the Company to any other corporation, any of the property of the
Company or any Subsidiary would thereupon become subject to any mortgage, lien
or pledge which would not otherwise be permitted by this Indenture without
making effective provision for securing the Outstanding Debt Securities of any
series, the Company prior to or simultaneously with such consolidation, merger,
sale or conveyance, will secure such series of Outstanding Debt Securities
equally and ratably with any other obligations of the Company or any Subsidiary
then entitled thereto, by a direct lien on such property prior to all liens
other than any theretofore existing thereon.

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

          Section 10.03  Opinion of Counsel to be Given Trustee.
                         --------------------------------------

          The Trustee, subject to Section 6.01 and 6.03, may receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance and any such assumption complies with the provisions of this Article.
<PAGE>

                                                                              85

                                ARTICLE ELEVEN

                            SUPPLEMENTAL INDENTURES

          Section 11.01.  Supplemental Indentures Without Consent of Holders.
                          --------------------------------------------------

          Without the consent of any Holders, 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:

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

          (2)  to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Debt Securities and the Coupons, if any,
     appertaining thereto (and if such covenants are to be for the benefit of
     less than all series, stating that such covenants are expressly being
     included solely for the benefit of such series) or to surrender any right
     or power herein conferred upon the Company; or

          (3)  to add any additional Events of Default (and if such Events of
     Default are to be applicable to less than all series, stating that such
     Events of Default are expressly being included solely to be applicable to
     such series); or

          (4)  to add or change any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the issuance of Debt
     Securities of any series in bearer form, registrable or not registrable,
     and with or without Coupons, to permit Bearer Securities to be issued in
     exchange for Registered Securities, to permit Bearer Securities to be
     issued in exchange for Bearer Securities of other authorized denominations
     or to permit the issuance of Debt Securities of any series in
     uncertificated form, provided that any such action shall not adversely
                          --------
     affect the interests of the Holders of Debt Securities of any series or any
     related Coupons in any material respect; or

          (5)  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 Outstanding Debt Security or Coupon of any series created
     prior to the execution of such supplemental indenture which is entitled to
     the benefit of such provision and as to which such supplemental indenture
     would apply; or
<PAGE>

                                                                              86

          (6)  to secure the Debt Securities; or

          (7)  to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Article Four or Fifteen,
     provided that any such action shall not adversely affect the interests of
     --------
     the Holders of Debt Securities of such series or any other series of Debt
     Securities or any related Coupons in any material respect; or

          (8)  to establish the form or terms of Debt Securities and Coupons, if
     any, of any series as permitted by Sections 2.01 and 3.01; or

          (9)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to one or more series of Debt
     Securities and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.11; or

          (10) to make provision with respect to the conversion rights of
     Holders of Debt Securities of any series pursuant to the requirements of
     Article Sixteen, unless otherwise provided pursuant to Section 3.01; or

          (11) 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; provided such other provisions
                                             --------
     shall not adversely affect the interests of the Holders of Outstanding Debt
     Securities or Coupons, if any, of any series created prior to the execution
     of such supplemental indenture in any material respect.

          Section 11.02.  Supplemental Indentures With Consent of Holders.
                          -----------------------------------------------

          With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of each series affected by
such supplemental indenture voting separately, 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 or of
modifying in any manner the rights of the Holders under this Indenture of such
Debt Securities; provided, however, that no such supplemental
                 --------  -------
<PAGE>

                                                                              87

indenture shall, without the consent of the Holder of each Outstanding Debt
Security of each such series affected thereby,

          (1)  change the Stated Maturity of the principal of, or installment of
     interest, if any, on, any Debt Security, or reduce the principal amount
     thereof or the interest thereon or any premium payable upon redemption
     thereof, or change the Stated Maturity of or reduce the amount of any
     payment to be made with respect to any Coupon, or change the Currency or
     Currencies in which the principal of (and premium, if any) or interest on
     such Debt Security is denominated or payable, or reduce the amount of the
     principal of a Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02, or adversely affect the right of repayment or repurchase, if any, at
     the option of the Holder, or reduce the amount of, or postpone the date
     fixed for, any payment under any sinking fund or analogous provisions for
     any Debt Security, or impair the right to institute suit for the
     enforcement of any payment on or after the Stated Maturity thereof (or, in
     the case of redemption, on or after the Redemption Date), or limit the
     obligation of the Company to maintain a paying agency outside the United
     States for payment on Bearer Securities as provided in Section 12.03 or
     adversely affect the right to convert any Debt Security into shares of
     Equity Securities of the Company as may be provided pursuant to Section
     3.01; or

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

          (3)  modify any of the provisions of this Section, Section 5.13 or
     Section 12.09, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Debt Security of each
     series affected thereby; provided, however, that this clause shall not be
                              --------  -------
     deemed to require the consent of any Holder with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section and
     Section 12.09, or the deletion of this proviso, in accordance with the
     requirements of Sections 6.11 and 11.01(7).

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed
<PAGE>

                                                                              88

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 with respect to one or more particular series
of Debt Securities and Coupons, if any, or which modifies the rights of the
Holders of Debt Securities and Coupons 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 Debt Securities and Coupons, if any, of any other
series.

          Section 11.03.  Execution of Supplemental Indentures.
                          ------------------------------------

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) 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 in
a material way.

          Section 11.04.  Effect of Supplemental Indentures.
                          ---------------------------------

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Debt Securities and Coupons theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

          Section 11.05.  Conformity with Trust Indenture Act.
                          -----------------------------------

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

          Section 11.06.  Reference in Debt Securities to Supplemental
                          --------------------------------------------
Indentures.
----------

          Debt Securities and Coupons, if any, of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Debt Securities and Coupons of
any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any
<PAGE>

                                                                              89

such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Debt
Securities and Coupons of such series.

          Section 11.07.  Notice of Supplemental Indenture.
                          --------------------------------

          Promptly after the execution by the Company and the appropriate
Trustee of any supplemental indenture pursuant to Section 11.02, the Company
shall transmit, in the manner and to the extent provided in Section 1.05, to all
Holders of any series of the Debt Securities affected thereby, a notice setting
forth in general terms the substance of such supplemental indenture.


                                ARTICLE TWELVE

                                   COVENANTS

          Section 12.01.  Payment of Principal, Premium and Interest.
                          ------------------------------------------

          The Company covenants and agrees for the benefit of each series of
Debt Securities and Coupons, if any, that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Debt Securities in
accordance with the terms of the Debt Securities, the Coupons and this
Indenture. Unless otherwise specified as contemplated by Section 3.01 with
respect to any series of Debt Securities or except as otherwise provided in
Section 3.06, any interest due on Bearer Securities on or before Maturity shall
be payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. If so
provided in the terms of any series of Debt Securities established as provided
in Section 3.01, the interest, if any, due in respect of any temporary Global
Note or permanent Global Note, together with any additional amounts payable in
respect thereof, as provided in the terms and conditions of such Debt Security,
shall be payable only upon presentation of such Debt Security to the Trustee for
notation thereon of the payment of such interest.

          Section 12.02.  Officer's Certificate as to Default.
                          -----------------------------------

          The Company will deliver to the Trustee, on or before a date not more
than four months after the end of each fiscal year of the Company (which on the
date hereof is the calendar year) ending after the date hereof, a certificate of
the principal executive officer, principal financial officer or principal
accounting officer of the Company stating whether or not to the best knowledge
of the signer thereof the Company is in default in the performance and
observance of any of the terms, provisions
<PAGE>

                                                                              90

and conditions of this Article and, if the Company shall be in default,
specifying all such defaults and the nature thereof of which such signer may
have knowledge.

          The Company shall deliver to the Trustee, as soon as possible and in
any event within five Business Days after the Company becomes aware of the
occurrence of any Event of Default or an event which, with notice or the lapse
of time or both, would constitute an Event of Default, an Officers' Certificate
setting forth the details of such Event of Default or default and the action
which the Company proposes to take with respect thereto.

          Section 12.03.  Maintenance of Office or Agency.
                          -------------------------------

          If Debt Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for such series
an office or agency where Debt Securities of that series may be presented or
surrendered for payment, where Debt Securities of that series may be surrendered
for registration of transfer or exchange, where Debt Securities that are
convertible may be surrendered for conversion, if applicable, and where notices
and demands to or upon the Company in respect of the Debt Securities of that
series and this Indenture may be served. If Debt Securities of a series are
issuable as Bearer Securities, the Company will maintain (A) in the Borough of
Manhattan, The City and State of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for
registration of transfer, where Debt Securities of that series may be
surrendered for exchange, where Debt Securities of that series which are
convertible may be surrendered for conversion, where notices and demands to or
upon the Company in respect of the Debt 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 in the circumstances
described in the following paragraph (and not otherwise), (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 Debt
Securities of that series and related Coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Securities
of that series, if so provided pursuant to Section 3.01); provided, however,
                                                          --------  -------
that if the Debt Securities of that series are listed on The Stock Exchange of
the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent for the Debt
Securities of that series in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Debt
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 Registered
Securities of that series may be surrendered for registration of transfer, where
Debt Securities of that series may be surrendered for exchange, where Debt
Securities of that series that are convertible may be surrendered for
conversion, and where notices and demands to or upon the Company in respect of
the Debt 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
<PAGE>

                                                                              91

location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee (in the case
of Registered Securities) and at the place specified for the purpose pursuant to
Section 3.01 (in the case of Bearer Securities), and the Company hereby appoints
the Trustee as its agent to receive all presentations, surrenders, notices and
demands.

          No payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States 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 Debt Securities of a series are denominated and 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, if so provided
pursuant to Section 3.01) shall be made at the office of the Company's Paying
Agent in the Borough of Manhattan, The City and State 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 also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall in
              --------  -------
any manner relieve the Company of its obligations described in the preceding
paragraph. The Company will give prompt written notice to the Trustee of any
such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

          Section 12.04.  Money for Debt 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 Debt Securities and Coupons, if any, it will, on or
before each due date of the principal of (and premium, if any) or interest on
any of the Debt Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of
<PAGE>

                                                                              92

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 with respect
to any series of Debt Securities and Coupons, it will, by or on each due date
(but if payment is to be made outside the United States, at least one Business
Day before each due date) of the principal (and premium, if any) or interest on
any Debt Securities of such series, deposit with any such Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled
thereto, and (unless any 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 with respect to any series of
Debt Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

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

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

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

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

          Any money 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 any Debt Security of any series and remaining unclaimed for
two years
<PAGE>

                                                                              93

after such principal (and premium, if any) or interest has become due and
payable shall, unless otherwise required by applicable law, 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 Debt Security or Coupon shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
                                --------  -------
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be transmitted in the manner and to the extent
provided by Section 1.05, 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 notification, any unclaimed balance of such money then remaining
will be repaid to the Company.

          Section 12.05.  [Intentionally Omitted]

          Section 12.06.  Purchase of Debt Securities by Company.
                          --------------------------------------

          If the Debt Securities of a series are listed on The Stock Exchange of
the United Kingdom and the Republic of Ireland and such stock exchange shall so
require, the Company will not purchase any Debt Securities of that series by
private treaty at a price (exclusive of expenses and accrued interest) which
exceeds 120% of the mean of the nominal quotations of the Debt Securities of
that series as shown in The Stock Exchange Daily Official List for the last
trading day preceding the date of purchase.

          Section 12.07.  Limitation on Liens.
                          -------------------

          Nothing in this Indenture or in the Debt Securities or Coupons, if
any, shall in any way restrict or prevent the Company or any Subsidiary from
incurring any indebtedness; provided that the Company covenants and agrees that
neither it nor any Restricted Domestic Subsidiary will issue, assume or
guarantee any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (hereinafter in this Article Twelve called
"Debt") secured by mortgage, lien, pledge or other encumbrance upon any
Restricted Property without effectively providing that the Debt Securities of
all series (excluding any series of Debt Securities with respect to which the
property securing such Debt is not Restricted Property, but including, if the
Company so determines, any other indebtedness or obligation then existing and
any other indebtedness or obligation, thereafter created, ranking equally with
the Debt Securities of all series) shall be secured equally and ratably with (or
prior to) such Debt so long as such Debt shall be so secured, except that the
foregoing provisions shall not apply to:
<PAGE>

                                                                              94

          (a)  mortgages, liens, pledges or other encumbrances (hereinafter in
     this Article Twelve called "Mortgages") in existence on the date hereof
     and, with respect to any particular series of Debt Securities, any Mortgage
     existing at the date that Debt Securities of such series are first issued;

          (b)  Mortgages on property to secure all or part of the cost of
     exploration, drilling or development thereof or all or part of the cost of
     altering or repairing equipment used in connection therewith or (in case of
     property which is, in the opinion of the Board of Directors, substantially
     unimproved for the use intended by the Company) all or part of the cost of
     improvement thereof, or to secure Debt incurred to provide funds for any
     such purpose;

          (c)  Mortgages which secure only indebtedness owing by a Subsidiary to
     the Company, to one or more Subsidiaries or to the Company and one or more
     Subsidiaries;

          (d)  Mortgages on the property of any corporation existing at the time
     such corporation becomes a Subsidiary;

          (e)  Mortgages on any property to secure Debt or other indebtedness
     incurred in connection with the construction, installation or financing of
     pollution control or abatement facilities, other forms of industrial
     revenue bond financing or Debt issued or guaranteed by the United States,
     any State or any department, agency or instrumentality of either; or

          (f)  In the case of any series of Debt Securities, any extension,
     renewal or replacement (or successive extensions, renewals or
     replacements), in whole or in part, of any Mortgage existing at the date
     Debt Securities of such series are first issued, or any Mortgage referred
     to in the foregoing clauses (a) through (e) or of any Debt secured thereby,
     provided that the principal amount of Debt secured thereby shall not exceed
     the principal amount of Debt so secured at the time of such extension,
     renewal or replacement, and that such extension, renewal or replacement
     Mortgage shall be limited to all or part of substantially the same property
     which secured the Mortgage extended, renewed or replaced (plus improvements
     on such property).

          Notwithstanding the foregoing provisions of this Section 12.07, the
Company and any one or more Restricted Domestic Subsidiaries may issue, assume
or guarantee Debt secured by Mortgages which would otherwise be subject to the
foregoing restrictions in an aggregate principal amount which, together with the
aggregate outstanding principal amount of all other Debt of the Company and its
Restricted Domestic Subsidiaries which would otherwise be subject to the
foregoing restrictions (not including Debt permitted to the secured under
clauses (a) through (f)) and the aggregate Value of the Sale and Lease-Back
Transactions in existence at such time (not including Sale and Lease-Back
Transactions described in Section 12.08(a) or as to which the Company has
complied with Section 12.08(b)) does not at the time of issuance, assumption, or
guarantee thereof exceed 5%
<PAGE>

                                                                              95

of the Stockholders' Equity in the Company and its consolidated subsidiary
companies as shown in the audited consolidated balance sheet contained in the
latest annual report to shareholders of the Company. For this purpose
"Stockholders' Equity" shall mean the aggregate of (however designated) capital,
capital stock, capital surplus, capital in excess of par value of stock, earned
surplus and net income retained for use in the business, after deducting the
costs of the shares of stock of the Company held in its treasury.

          The following types of transactions, among others, shall not be deemed
to create Debt secured by Mortgages:

          (1)  The sale or other transfer of crude oil, natural gas or other
     petroleum hydrocarbons in place for a period of time until, or in an amount
     such that, the transferee will realize therefrom a specified amount
     (however determined) of money or such crude oil, natural gas or other
     petroleum hydrocarbons, or the sale or other transfer of any other interest
     in property of the character commonly referred to as a production payment
     or as an overriding royalty, and

          (2)  Mortgages required by any contract or statute in order to permit
     the Company or a Subsidiary to perform any contract or subcontract made by
     it with or at the request of the United States, and State or any
     department, agency or instrumentality of either, or to secure partial,
     progress, advance or any other payments to the Company or any Subsidiary by
     the United States, any State or any department, agency or instrumentality
     of either pursuant to the provisions of any contract or statute.

          Section 12.08.  Limitation on Sale and Lease-Back Transactions.
                          ----------------------------------------------

          The Company covenants and agrees that neither it nor any Restricted
Domestic Subsidiary will enter into any arrangement with any Person, or to which
any Person is a party, providing for the leasing to the Company or a Restricted
Domestic Subsidiary for a period of more than three years of any Restricted
Property which has been or is to be sold or transferred by the Company or such
Restricted Domestic Subsidiary to such Person or to any other Person to which
funds have been or are to be advanced by such Person on the security of the
leased property (in this Article Twelve called "Sale and Lease-Back
Transaction") unless either:

          (a)  the Company or such Restricted Domestic Subsidiary would be
     entitled, pursuant to the provisions of Section 12.07, to incur Debt in a
     principal amount equal to or exceeding the Value of such Sale and Lease-
     Back Transaction, secured by Mortgage on the property to be leased, without
<PAGE>

                                                                              96

     equally and ratably securing all series of Debt Securities with respect
     to which such property is Restricted Property, or

          (b)  the Company (and in any such case the Company covenants and
     agrees that it will do so) during or immediately after the expiration of
     four months after the effective date of such Sale and Lease-Back
     Transaction (whether made by the Company or a Restricted Domestic
     Subsidiary) applies to the voluntary retirement of Funded Debt of the
     Company (including Debt Securities) an amount equal to the Value of such
     Sale and Lease-Back Transaction, less the principal amount of Debt
     Securities delivered, within four months after the effective date of such
     arrangement, to the Trustee for retirement and cancellation and the
     principal amount of other Funded Debt voluntarily retired by the Company
     within such four month period, excluding retirements of Debt Securities and
     other Funded Debt as a result of conversions or pursuant to mandatory
     sinking fund or mandatory prepayment provisions or by payment at maturity.

          For purposes of Section 12.07 and this Section 12.08, the term "Value"
shall mean, with respect to a Sale and Lease-Back Transaction, as of any
particular time, the amount equal to the greater of (1) the net proceeds of the
sale or transfer of the property leased pursuant to such Sale and Lease-Back
Transaction or (2) the fair value in the opinion of the Board of Directors of
such property at the time of entering into such Sale and Lease-Back Transaction,
in either case divided first by the number of full years of the term of the
lease and then multiplied by the number of full years of such term remaining at
the time of determination, without regard to any renewal or extension options
contained in the lease.

          Section 12.09.  Waiver of Certain Covenants.
                          ---------------------------

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 10.01, 10.02, 12.07 and 12.08
(and, if so specified pursuant to Section 3.01, any other covenant not set forth
herein and specified pursuant to Section 3.01 to be applicable to the Securities
of any series, except as otherwise provided pursuant to Section 3.01) with
respect to the Debt Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Debt Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent expressly so waived, and,
until
<PAGE>

                                                                              97

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.


                               ARTICLE THIRTEEN

                         REDEMPTION OF DEBT SECURITIES

          Section 13.01.  Applicability of Article.
                          ------------------------

          Debt Securities of any series which are redeemable before their
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Debt Securities of any series)
in accordance with this Article.

          Section 13.02.  Election to Redeem; Notice to Trustee.
                          -------------------------------------

          In case of any redemption at the election of the Company, the Company
shall, at least 60 days before the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Debt Securities of such
series to be redeemed. In the case of any redemption of Debt Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Debt Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restrictions.

          Section 13.03.  Selection by Trustee of Debt Securities to Be
                          ---------------------------------------------
Redeemed.
--------

          Except in the case of a redemption in whole of the Bearer Securities
or the Registered Securities of such series, if less than all the Debt
Securities of any series are to be redeemed at the election of the Company, the
particular Debt Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding Debt
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Debt Securities of such series or any integral multiple
thereof) of the principal amount of Debt Securities of such series in a
denomination larger than the minimum authorized
<PAGE>

                                                                              98

denomination for Debt Securities of such series pursuant to Section 3.02 in the
Currency in which the Debt Securities of such series are denominated. The
portions of the principal amount of Debt Securities so selected for partial
redemption shall be equal to the minimum authorized denominations for Debt
Securities of such series pursuant to Section 3.02 in the Currency in which the
Debt Securities of such series are denominated or any integral multiple thereof,
except as otherwise set forth in the applicable form of Debt Securities. In any
case when more than one Registered Security of such series is registered in the
same name, the Trustee in its discretion may treat the aggregate principal
amount so registered as if it were represented by one Registered Security of
such series.

          If any Debt Security selected for partial redemption is converted in
part before termination of the conversion right with respect to the portion of
the Debt Security so selected, the converted portion of such Debt Security shall
be deemed (so far as may be) to be the portion selected for redemption. Debt
Securities which have been converted during a selection of Debt Securities to be
redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.

          The Trustee shall promptly notify the Company in writing of the Debt
Securities selected for redemption and, in the case of any Debt 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 Debt Securities shall
relate, in the case of any Debt Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Debt Security which has
been or is to be redeemed.

          Section 13.04.  Notice of Redemption.
                          --------------------

          Notice of redemption 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,
not less than 30 days and not more than 60 days prior to the Redemption Date to
the Holders of Debt Securities of any series to be redeemed in whole or in part
pursuant to this Article Thirteen, in the manner provided in Section 1.05. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. Failure to give such notice, or any
defect in such notice to the Holder of any Debt Security of a series designated
for redemption, in whole or in part, shall not affect the sufficiency of any
notice of redemption with respect to the Holder of any other Debt Security of
such series.

          All notices of redemption shall state:
<PAGE>

                                                                              99

          (1)  the Redemption Date,

          (2)  the Redemption Price,

          (3)  that Debt Securities of such series are being redeemed by the
     Company pursuant to provisions contained in this Indenture or the terms of
     the Debt Securities of such series or a supplemental indenture establishing
     such series, if such be the case, together with a brief statement of the
     facts permitting such redemption,

          (4)  if less than all Outstanding Debt Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Debt Securities to be redeemed,

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

          (6)  in the case of Debt Securities of any series that is convertible,
     the conversion price, the date on which the right to convert the principal
     of the Debt Securities of such series to be redeemed will terminate and the
     place or places where such Debt Securities may be surrendered for
     conversion,

          (7)  that, unless otherwise specified in such notice, Coupon
     Securities of any series, if any, surrendered for redemption must be
     accompanied by all Coupons maturing subsequent to the date fixed for
     redemption, failing which the amount of any such missing Coupon or Coupons
     will be deducted from the Redemption Price,

          (8)  the Place or Places of Payment where such Debt Securities are to
     be surrendered for payment of the Redemption Price,

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

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

          (11) applicable "CUSIP" numbers.
<PAGE>

                                                                             100
          Section 13.05.  Deposit of Redemption Price.
                          ---------------------------

          On or prior to (but, if payment is to be made outside the United
States, at least One Business Day prior to) the Redemption Date for any Debt
Securities, the Company shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 12.04) an amount of money in the Currency or
Currencies in which such Debt Securities are denominated (except as provided
pursuant to Section 3.01) sufficient to pay the Redemption Price of such Debt
Securities or any portions thereof which are to be redeemed on that date.

          Section 13.06.  Debt Securities Payable on Redemption Date.
                          ------------------------------------------

          Notice of redemption having been given as aforesaid, any Debt
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price in the Currency in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Section 3.01
or 3.10), and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Debt Securities shall cease to bear
interest and the Coupons for such interest appertaining to any Bearer
Securities, so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Debt Security for redemption in accordance with
said notice, such Debt Security shall be paid by the Company at the Redemption
Price; 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 12.03) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of Coupons
for such interest; and provided, further, that, unless otherwise specified as
                       --------  -------
contemplated by Section 3.01, installments of interest on Registered Securities
which have a Stated Maturity on or prior to the Redemption Date for such Debt
Securities shall be payable according to the terms of such Debt Securities and
the provisions of Section 3.07.

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

          If any Coupon Security surrendered for redemption shall not be
accompanied by all Coupons appertaining thereto maturing on or after the
Redemption Date, the Redemption Price for such Coupon Security may be reduced by
an amount equal to the face amount of all such missing Coupons. If thereafter
the Holder of such Coupon shall surrender to any Paying Agent outside the United
States any such missing Coupon in respect of which a
<PAGE>

                                                                             101

deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted. 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.

          Section 13.07.  Debt Securities Redeemed in Part.
                          --------------------------------

          Any Debt Security which is to be redeemed only in part shall be
surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.01 (in the case of Registered
Securities) and at an office of the Trustee or such other office or agency of
the Company outside the United States as is specified pursuant to Section 3.01
(in the case of Bearer Securities) with, if the Company, the Security Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Security Registrar and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing, and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Debt Security without service charge, a new Debt
Security or Debt Securities of the same series, of like tenor and form, 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 Debt Security so surrendered, and, in the case of a Coupon Security, with
appropriate Coupons attached. In the case of a Debt Security providing
appropriate space for such notation, at the option of the Holder thereof, the
Trustee, in lieu of delivering a new Debt Security or Debt Securities as
aforesaid, may make a notation on such Debt Security of the payment of the
redeemed portion thereof.


                               ARTICLE FOURTEEN

                                 SINKING FUNDS

          Section 14.01.  Applicability of Article.
                          ------------------------

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Debt Securities of a series except as otherwise specified
pursuant to Section 3.01 for Debt Securities of such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Debt 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 Debt Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms
<PAGE>

                                                                             102

of Debt Securities of any series, the amount of any cash sinking fund payment
may be subject to reduction as provided in Section 14.02. Each sinking fund
payment shall be applied to the redemption of Debt Securities of any series as
provided for by the terms of Debt Securities of such series.

          Section 14.02.  Satisfaction of Mandatory Sinking Fund Payments with
                          ----------------------------------------------------
Debt Securities.
---------------

          In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Company may at its
option, deliver to the Trustee Debt Securities of such series (together with the
unmatured Coupons, if any, appertaining thereto) theretofore purchased or
otherwise acquired by the Company, except Debt Securities of such series which
have been redeemed through the application of mandatory sinking fund payments
pursuant to the terms of the Debt Securities of such series, accompanied by a
Company Order instructing the Trustee to credit such obligations and stating
that the Debt Securities of such series were originally issued by the Company by
way of bona fide sale or other negotiation for value, provided that such Debt
                                                      --------
Securities shall not have been previously so credited. Such Debt Securities
shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.

          Section 14.03.  Redemption of Debt Securities for Sinking Fund.
                          ----------------------------------------------

          Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency or Currencies in which the Debt
Securities of such series are denominated (except as provided pursuant to
Section 3.01) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of such series pursuant to Section
14.02 and shall also deliver to the Trustee any Debt Securities to be so
delivered. In the case of the failure of the Company to deliver such
certificate, the sinking fund payment due on the next succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Debt Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit Debt Securities as provided in Section 14.02 and without
<PAGE>

                                                                             103

the right to make any optional sinking fund payment with respect to such series
at such time.

          Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Debt Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Debt
Securities of such series at the Redemption Price specified in such Debt
Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or by the Company if the Company is acting
as its own Paying Agent) to the redemption of Debt Securities shall be added to
the next sinking fund payment received by the Trustee (or if the Company is
acting as its own Paying Agent, segregated and held in trust as provided in
Section 12.04) for such series and, together with such payment (or such amount
so segregated) shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys with respect to the Debt Securities of
any particular series held by the Trustee (or if the Company is acting as its
own Paying Agent, segregated and held in trust as provided in Section 12.04) on
the last sinking fund payment date with respect to Debt Securities of such
series and not held for the payment or redemption of particular Debt Securities
of such series shall be applied by the Trustee (or by the Company if the Company
is acting as its own Paying Agent), together with other moneys, if necessary, to
be deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Debt Securities of such series at Maturity.

          The Trustee shall select or cause to be selected the Debt Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 13.03 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 13.04. Such notice having been duly
given, the redemption of such Debt Securities shall be made upon the terms and
in the manner stated in Section 13.06.

          On or before (but, if payment is to be made outside the United States,
at least one Business Day prior to) each sinking fund payment date, the Company
shall pay to the Trustee (or, if the Company is acting as its own Paying Agent,
the Company shall segregate and hold in trust as provided in Section 12.04) in
cash a sum, in the Currency or Currencies in which Debt Securities of such
series are denominated (except as provided pursuant to Sections 3.01 or 3.10),
equal to the principal and any interest accrued to the Redemption Date for Debt
Securities or portions
<PAGE>

                                                                             104

thereof to be redeemed on such sinking fund payment date pursuant to this
Section.

          Neither the Trustee nor the Company shall redeem any Debt Securities
of a series with sinking fund moneys or mail any notice of redemption of Debt
Securities of such series by operation of the sinking fund for such series
during the continuance of a default in payment of interest, if any, on any Debt
Securities of such series or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph) with respect to the Debt
Securities of such series, except that if the notice of redemption shall have
been provided in accordance with the provisions hereof, the Trustee (or the
Company, if the Company is then acting as its own Paying Agent) shall redeem
such Debt Securities if cash sufficient for that purpose shall be deposited with
the Trustee (or segregated by the Company) for that purpose in accordance with
the terms of this Article. Except as aforesaid, any moneys in the sinking fund
for such series at the time when any such default or Event of Default shall
occur and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the
payment of the Debt Securities and Coupons, if any, of such series; provided,
                                                                    --------
however, that in case such default or Event of Default shall have been cured or
-------
waived as provided herein, such moneys shall thereafter be applied on or prior
to the next sinking fund payment date for the Debt Securities of such series on
which such moneys may be applied pursuant to the provisions of this Section.


                                ARTICLE FIFTEEN

                                  DEFEASANCE

          Section 15.01.  Applicability of Article.
                          ------------------------

          If, pursuant to Section 3.01, provision is made for the defeasance of
Debt Securities of a series, and if the Debt Securities of such series are
Registered Securities and denominated and payable only in Dollars (except as
provided pursuant to Section 3.01) then the provisions of this Article shall be
applicable except as otherwise specified pursuant to Section 3.01 for Debt
Securities of such series. Defeasance provisions, if any, for Debt Securities
denominated in a Foreign Currency or Currencies or for Bearer Securities may be
specified pursuant to Section 3.01.

          Section 15.02.  Defeasance Upon Deposit of Moneys or U.S. Government
                          ----------------------------------------------------
Obligations.
-----------

          At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its
<PAGE>

                                                                             105

obligations with respect to Debt Securities of any series ("legal defeasance
option") or (b) the Company shall cease to be under any obligation to comply
with any term, provision or condition set forth in Sections 10.01, 10.02, 12.07
and 12.08 with respect to Debt Securities of any series (and, if so specified
pursuant to Section 3.01, any other obligation of the Company or restrictive
covenant added for the benefit of such series pursuant to Section 3.01)
("covenant defeasance option") at any time after the applicable conditions set
forth below have been satisfied:

          (1)  the Company shall have deposited or caused to be deposited
     irrevocably with the Trustee as trust funds in trust, specifically pledged
     as security for, and dedicated solely to, the benefit of the Holders of the
     Debt Securities of such series (i) money in an amount, or (ii) U.S.
     Government Obligations (as defined below) which through the payment of
     interest and principal in respect thereof in accordance with their terms
     will provide, not later than one day before the due date of any payment,
     money in an amount, or (iii) a combination of (i) and (ii), sufficient, in
     the opinion (with respect to (i) and (ii)) of a nationally recognized firm
     of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge each installment of
     principal (including any mandatory sinking fund payments) of and premium,
     if any, and interest on, the Outstanding Debt Securities of such series on
     the dates such installments of interest, principal, and premium are due;

          (2)  such deposit shall not cause the Trustee with respect to the Debt
     Securities of that series to have a conflicting interest as defined in the
     Trust Indenture Act with respect to the Debt Securities of any series;

          (3)  such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound;

          (4)  if the Debt Securities of such series are then listed on any
     national securities exchange, the Company shall have delivered to the
     Trustee an Opinion of Counsel or a letter or other document from such
     exchange to the effect that the Company's exercise of its option under this
     Section would not cause such Debt Securities to be delisted;

          (5)  no Event of Default or event (including such deposit) which, with
     notice or lapse of time or both, would become an Event of Default with
     respect to the Debt Securities of such series shall have occurred and be
     continuing on the date of such deposit and, with respect to
<PAGE>

                                                                             106

     the legal defeasance option only, no Event of Default under Section 5.01(5)
     or Section 5.01(6) or event which with the giving of notice or lapse of
     time, or both, would become an Event of Default under Section 5.01(5) or
     Section 5.01(6) shall have occurred and be continuing on the 91st day after
     such date; and

          (6)  the Company shall have delivered to the Trustee an Opinion of
     Counsel or a ruling from the Internal Revenue Service to the effect that
     the Holders of the Debt Securities of such series will not recognize
     income, gain or loss for Federal income tax purposes as a result of such
     deposit, defeasance or Discharge.

Notwithstanding the foregoing, if the Company exercises its covenant defeasance
option and an Event of Default under Section 5.01(5) or Section 5.01(6) or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default under Section 5.01(5) or Section 5.01(6) shall have occurred and be
continuing on the 91st day after the date of such deposit, the obligations of
the Company referred to under the definition of covenant defeasance option with
respect to such Debt Securities shall be reinstated.

          "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Debt Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Debt Securities of such series (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of Holders of Debt Securities of such series to
receive, from the trust fund described in clause (1) above, payment of the
principal of (and premium, if any) and interest on such Debt Securities when
such payments are due, (B) the Company's obligations with respect to the Debt
Securities of such series under Sections 3.04, 3.05, 3.06, 12.03 and 15.03 and
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder.

          "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under clauses (i) or (ii), 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 U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government obligation held by such custodian for the
account of the holder of a depository receipt;
<PAGE>

                                                                             107

provided that (except as required by law) such custodian is not authorized to
--------
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of the
U.S. Government Obligation evidenced by such depository receipt.

          Section 15.03.  Deposited Moneys and U.S. Government Obligations to Be
                          ------------------------------------------------------
Held in Trust.
-------------

          All moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 15.02 in respect of Debt Securities of a series shall be
held in trust and applied by it, in accordance with the provisions of such Debt
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Debt Securities, of all sums due
and to become due thereon for principal (and premium, if any) and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law.

          Section 15.04.  Repayment to Company.
                          --------------------

          The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any moneys or U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of (and
premium, if any) and interest on the Debt Securities of any series for which
money or U.S. Government Obligations have been deposited pursuant to Section
15.02.

          The provisions of the last paragraph of Section 12.04 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Debt
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 15.02.

                                ARTICLE SIXTEEN

                                  CONVERSION

          Section 16.01.  Applicability; Conversion Privilege.
                          -----------------------------------

          Except as otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, the provisions of this Article Sixteen shall be
applicable to any Debt Securities that are convertible into Equity Securities.
Each reference in this Article to a "Debt Security" or "Debt Securities" refers
to the Debt Securities of a particular series that is convertible into Equity
Securities, and references to a "Coupon" or "Coupons"
<PAGE>

                                                                             108

refer to the Coupons appertaining to the Debt Securities of such series. Without
limiting the generality of the immediately preceding sentence, if two or more
series of Debt Securities with conversion privileges are outstanding at any
time, (i) the provisions of this Article shall be applied separately to each
such series, and (ii) references to the Trustee refer to the Trustee for the
Debt Securities of such series. If so provided pursuant to Section 3.01 with
respect to the Debt Securities of any series, the Holder of a Debt Security of
such series shall have the right, at such Holder's option, to convert, in
accordance with the terms of such series of Debt Securities and this Article
Sixteen, all or any part (if the portion to be converted and the remaining
portion of such Debt Security are in authorized denominations for that series of
Debt Securities) of such Debt Security into shares of Equity Securities, at any
time during the period specified in the terms of the Debt Securities of that
series pursuant to Section 3.01, at the Conversion Price in effect on the date
of conversion, or, as to any Debt Securities called for redemption, at any time
prior to the time and date fixed for such redemption (unless the Company shall
default in the payment of the Redemption Price, in which case such right shall
not terminate at such time and date).

          Section 16.02.  Conversion Procedure; Conversion Price; Fractional
                          --------------------------------------------------
Shares.
------

          (a)  Except as otherwise specified as contemplated by Section 3.01 for
Debt Securities of any series, each Debt Security of such series to which this
Article is applicable shall be convertible at the office of the Conversion
Agent, and at such other place or places, if any, specified pursuant to Section
3.01 with respect to the Debt Securities of such series, into fully paid and
nonassessable shares (calculated to the nearest 1/100th of a share) of Equity
Securities. The Debt Securities will be converted into shares of Equity
Securities at the Conversion Price therefor. No payment or adjustment shall be
made in respect of dividends on the Equity Securities or accrued interest on a
converted Debt Security except as described in Section 16.09 and Section
16.02(c). The Company may, but shall not be required, in connection with any
conversion of Debt Securities, to issue a fraction of a share of any Equity
Security and, if the Company shall determine not to issue any such fraction, the
Company shall, subject to Section 16.03(4), make a cash payment (calculated to
the nearest cent) equal to such fraction multiplied by the Closing Price of such
Equity Security on the last Trading Day prior to the date of conversion.

          (b)  Before any Holder of a Debt Security shall be entitled to convert
the same into Equity Securities, such Holder shall surrender such Debt Security
duly endorsed to the Company or in blank, or, in the case of Bearer Securities,
together with all unmatured Coupons and any matured Coupons in default attached
<PAGE>

                                                                             109

thereto, at the office of the Conversion Agent or at such other place or places,
if any, specified pursuant to Section 3.01 (in the case of Registered
Securities) and at an office of the Conversion Agent or at such other place or
places, if any, outside of the United States as is specified pursuant to Section
3.01 (in the case of Bearer Securities), and shall give written notice to the
Company at said office or place that he elects to convert the same and shall
state in writing therein the principal amount of Debt Securities to be converted
and the name or names (with addresses) in which he wishes the certificate or
certificates for Equity Securities to be issued.

          If more than one Debt Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares of Equity Securities
which shall be deliverable upon conversion shall be computed on the basis of the
aggregate principal amount of the Debt Securities (or specified portions thereof
to the extent permitted thereby) so surrendered. Subject to the next succeeding
sentence, the Company will, as soon as practicable after the surrender of a Debt
Security for conversion, issue and deliver at said office or place to the Holder
of a Debt Security or to his nominee or nominees, certificates for the number of
full shares of Equity Securities to which he shall be entitled as aforesaid,
together, subject to the last sentence of paragraph (a) above, with cash in lieu
of any fraction of a share to which he would otherwise be entitled. The Company
shall not be required to deliver certificates for shares of Equity Securities
while the stock transfer books for such stock or the Security Register are duly
closed for any purpose, but certificates for shares of Equity Securities shall
be issued and delivered as soon as practicable after the opening of such books
or Security Register.

          (c)  If, at the time of surrender pursuant to Section 16.02(a), the
Holder of a Bearer security is unable to produce all unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such conversion may be effected if the
Bearer Securities to be surrendered for conversion 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 and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Bearer Security shall surrender
to any Paying Agent any such missing Coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that except as otherwise provided in Section
              --------  -------
12.03, 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.
<PAGE>

                                                                             110

          (d)  A Debt Security shall be deemed to have been converted as of the
close of business on the date of the surrender of such Debt Security for
conversion as provided above, and the Person or Persons entitled to receive the
Equity Securities issuable upon such conversion shall be treated for all
purposes as the record Holder or Holders of such Equity Securities as of the
close of business on such date.

          (e)  In case any Debt Security shall be surrendered for partial
conversion, the Company shall execute and the Trustee shall authenticate and
deliver to or upon the written order of the Holder of the Debt Securities so
surrendered, without charge to such Holder (subject to the provisions of Section
16.08), a new Debt Security or Securities in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Debt Security, together, in the case of Bearer Securities, with any unmatured
Coupons and matured Coupons in default attached thereto.

          Section 16.03.  Adjustment of Conversion Price for Equity Securities.
                          ----------------------------------------------------

          The Conversion Price with respect to any Debt Security which is
convertible into Equity Securities shall be adjusted from time to time as
follows:

          (1)  In case the Company shall, at any time or from time to time while
     any of such Debt Securities are outstanding, (i) pay a dividend in shares
     of an Equity Security to holders of such class of Equity Security, (ii)
     combine its outstanding shares of an Equity Security into a smaller number
     of shares of that Equity Security, (iii) subdivide its outstanding shares
     of an Equity Security into a greater number of shares of that Equity
     Security or (iv) make a distribution in shares of an Equity Security to
     holders of such Equity Security, then the Conversion Price in effect
     immediately before such action shall be adjusted so that the Holders of
     such Debt Securities, upon conversion thereof into Equity Securities
     immediately following such event, shall be entitled to receive the kind and
     amount of shares of capital stock of the Company which they would have
     owned or been entitled to receive upon or by reason of such event if such
     Debt Securities had been converted immediately before the record date (or,
     if no record date, the effective date) for such event. An adjustment made
     pursuant to this Section 16.03(1) shall become effective retroactively
     immediately after the record date in the case of a dividend or distribution
     and shall become effective retroactively immediately after the effective
     date in the case of a subdivision or combination. For the purposes of this
     Section 16.03(1), each Holder of Debt Securities shall be deemed to have
     failed to exercise any right to elect the
<PAGE>

                                                                             111

     kind or amount of securities receivable upon the payment of any such
     dividend, subdivision, combination or distribution (provided that if the
     kind or amount of securities receivable upon such dividend, subdivision,
     combination or distribution is not the same for each nonelecting share,
     then the kind and amount of securities or other property receivable upon
     such dividend, subdivision, combination or distribution for each
     nonelecting share shall be deemed to be the kind and amount so receivable
     per share by a plurality of the nonelecting shares).

          (2)  In case the Company shall, at any time or from time to time while
     any of such Debt Securities are Outstanding, issue rights or warrants to
     all or substantially all holders of shares of a class of its Equity
     Securities into which Debt Securities are convertible entitling them (for a
     period expiring within 45 days after the record date for such issuance) to
     subscribe for or purchase shares of such Equity Security (or securities
     convertible into shares of such Equity Security) at a price per share less
     than the Current Market Price of the Equity Security at such record date
     (treating the price per share of the securities convertible into such
     Equity Security as equal to (x) the sum of (i) the price for a unit of the
     security convertible into such Equity Security and (ii) any additional
     consideration initially payable upon the conversion of such security into
     such Equity Security divided by (y) the number of shares of such Equity
     Security initially underlying such convertible security), the Conversion
     Price with respect to such Debt Securities shall be adjusted, so that it
     shall equal the price determined by dividing the Conversion Price in effect
     immediately prior to the date of issuance of such rights or warrants by a
     fraction, the numerator of which shall be the number of shares of such
     Equity Security outstanding on the date of issuance of such rights or
     warrants plus the number of additional shares of such Equity Security
     offered for subscription or purchase (or into which the convertible
     securities so offered are initially convertible), and the denominator of
     which shall be the number of shares of such Equity Security outstanding on
     the date of issuance of such rights or warrants plus the number of shares
     or securities which the aggregate offering price of the total number of
     shares or securities so offered for subscription or purchase (or the
     aggregate purchase price of the convertible securities so offered plus the
     aggregate amount of any additional consideration initially payable upon
     conversion of such securities into such Equity Security) would purchase at
     such Current Market Price of such Equity Security. Such adjustment shall
     become effective retroactively immediately after the record date for the
     determination of stockholders entitled to receive such rights or warrants.
<PAGE>

                                                                             112

          (3)  In case the Company shall, at any time or from time to time while
     any of such Debt Securities are outstanding, distribute to all or
     substantially all holders of shares of a class of its Equity Securities
     into which Debt Securities are convertible (including any such distribution
     made in connection with a consolidation or merger in which the Company is
     the continuing corporation and such Equity Security is not changed or
     exchanged) cash, evidences of its indebtedness, securities or assets
     (excluding (i) regular periodic cash dividends in amounts, if any,
     determined from time to time by the Board of Directors (to the extent paid
     from current or retained earnings of the Company) or (ii) dividends payable
     in shares of such Equity Security for which adjustment is made under
     Section 16.03(1)) or rights or warrants to subscribe for or purchase
     securities of the Company (excluding those referred to in Section
     16.03(2)), then in each such case the Conversion Price with respect to such
     Debt Securities shall be adjusted so that it shall equal the price
     determined by dividing the Conversion Price in effect immediately prior to
     the date of such distribution by a fraction, the numerator of which shall
     be the Current Market Price of such Equity Security on the record date
     referred to below, and the denominator of which shall be such Current
     Market Price of such Equity Security less the then fair market value (as
     determined by the Board of Directors of the Company, whose determination
     shall be conclusive) of the portion of the cash or assets or evidences of
     indebtedness or securities so distributed or of such subscription rights or
     warrants applicable to one share of such Equity Security (provided that
     such denominator shall never be less than 1.0); provided, however, that no
                                                     --------  -------
     adjustment shall be made with respect to any distribution of rights to
     purchase securities of the Company if a Holder of Debt Securities would
     otherwise be entitled to receive such rights upon conversion at any time of
     such Debt Securities into such Equity Security unless such rights are
     subsequently redeemed by the Company, in which case such redemption shall
     be treated for purposes of this section as a dividend on such Equity
     Security. Such adjustment shall become effective retroactively immediately
     after the record date for the determination of stockholders entitled to
     receive such distribution; and in the event that such distribution is not
     so made, the Conversion Price shall again be adjusted to the Conversion
     Price which would then be in effect if such record date had not been fixed.

          (4)  The Company shall be entitled to make such additional adjustments
     in the Conversion Price, in addition to those required by subsections
     16.03(1), 16.03(2) and 16.03(3), as shall be necessary in order that any
     dividend or distribution of an Equity Security, any subdivision,
     reclassification or combination of shares of an Equity
<PAGE>

                                                                             113

     Security or any issuance of rights or warrants referred to above shall not
     be taxable to the holders of a class of an Equity Security for United
     States Federal income tax purposes.

          (5)  In any case in which this Section 16.03 shall require that any
     adjustment be made effective as of or retroactively immediately following a
     record date, the Company may elect to defer (but only for five (5) Trading
     Days following the filing of the statement referred to in Section 16.05)
     issuing to the Holder of any Debt Securities converted after such record
     date the shares of the Equity Security and other capital stock of the
     Company issuable upon such conversion over and above the shares of Equity
     Security and other capital stock of the Company issuable upon such
     conversion on the basis of the Conversion Price prior to adjustment;
     provided, however, that the Company shall deliver to such Holder a due bill
     --------  -------
     or other appropriate instrument evidencing such Holder's right to receive
     such additional shares upon the occurrence of the event requiring such
     adjustment.

          (6)  All calculations under this Section 16.03 shall be made to the
     nearest cent or one-hundredth of a share or security, with one-half cent
     and 0.005 of a share, respectively, being rounded upward. Notwithstanding
     any other provision of this Section 16.03, the Company shall not be
     required to make any adjustment of the Conversion Price unless such
     adjustment would require an increase or decrease of at least 1% of such
     price. Any lesser adjustment shall be carried forward and shall be made at
     the time of and together with the next subsequent adjustment which,
     together with any adjustment or adjustments so carried forward, shall
     amount to an increase or decrease of at least 1% in such price. Any
     adjustments under this Section 16.03 shall be made successively whenever an
     event requiring such an adjustment occurs.

          (7)  In the event that at any time, as a result of an adjustment made
     pursuant to this Section 16.03, the Holder of any Debt Security thereafter
     surrendered for conversion shall become entitled to receive any shares of
     stock of the Company other than shares of an Equity Security into which the
     Debt Securities originally were convertible, the Conversion Price of such
     other shares so receivable upon conversion of any such Debt Security shall
     be subject to adjustment from time to time in a manner and on terms as
     nearly equivalent as practicable to the provisions with respect to an
     Equity Security contained in subparagraphs (1) through (6) of this Section
     16.03, and the provision of Sections 16.01, 16.02 and 16.04 through 16.09
     with respect to the Equity Securities shall apply on like or similar
<PAGE>

                                                                             114

     terms to any such other shares and the determination of the Board of
     Directors as to any such adjustment shall be conclusive.

          (8)  No adjustment shall be made pursuant to this Section: (i) if the
     effect thereof would be to reduce the Conversion Price below the par value
     (if any) of the Common Stock or the stated value of the Preference Stock or
     (ii) subject to 16.03(5) hereof, with respect to any Debt Security that is
     converted prior to the time such adjustment otherwise would be made.

          Section 16.04. Consolidation or Merger of the Company.
                         --------------------------------------

          In case of either (a) any consolidation or merger to which the Company
is a party, other than a merger or consolidation in which the Company is the
surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from par
value to no par value or from no par value to par value) in, outstanding shares
of an Equity Security or (b) any sale or conveyance of all or substantially all
of the property and assets of the Company to another Person, then each Debt
Security then outstanding shall be convertible from and after such merger,
consolidation, sale or conveyance of property and assets into the kind and
amount of shares of stock or other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Equity Securities into which such Debt Securities would have been converted
immediately prior to such consolidation, merger, sale or conveyance, subject to
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article Sixteen (and assuming such holder of
the Equity Security failed to exercise his rights of election, if any, as to the
kind or amount of securities, cash or other property receivable upon such
consolidation, merger, sale or conveyance (provided that, if the kind or amount
of securities, cash or other property receivable upon such consolidation,
merger, sale or conveyance is not the same for each nonelecting share, then the
kind and amount of securities, cash or other property (including cash)
receivable upon such consolidation, merger, sale or conveyance for each
nonelecting share shall be deemed to be the kind and amount so receivable per
share by a plurality of the nonelecting shares or securities)). The Company
shall not enter into any of the transactions referred to in clause (a) or (b) of
the preceding sentence unless effective provision shall be made so as to give
effect to the provisions set forth in this Section 16.04. The provisions of this
Section 16.04 shall apply similarly to successive consolidations, mergers, sales
or conveyances.
<PAGE>

                                                                             115

          Section 16.05.  Notice of Adjustment.
                          --------------------

          Whenever an adjustment in the Conversion Price with respect to a
series of Debt Securities is required:

          (1)  the Company shall forthwith place on file with the Trustee and
     any Conversion Agent for such Debt Securities a certificate of the
     Treasurer of the Company, stating the adjusted Conversion Price determined
     as provided herein and setting forth in reasonable detail such facts as
     shall be necessary to show the reason for and the manner of computing such
     adjustment, such certificate to be conclusive evidence that the adjustment
     is correct; and

          (2)  a notice stating that the Conversion Price has been adjusted and
     setting forth the adjusted Conversion Price shall forthwith be given by the
     Company, or at the Company's request, by the Trustee in the name and at the
     expense of the Company, in the manner provided in Section 1.05. Any notice
     so given shall be conclusively presumed to have been duly given, whether or
     not the Holder receives such notice.

          Section 16.06. Notice In Certain Events.
                         ------------------------

          In case:

          (1)  of a consolidation or merger to which the Company is a party and
     for which approval of any stockholders of the Company is required, or of
     the sale or conveyance to another Person or entity or group of Persons or
     entities acting in concert as a partnership, limited partnership, syndicate
     or other group (within the meaning of Rule 13d-3 under the Securities
     Exchange Act of 1934, as amended) of all or substantially all of the
     property and assets of the Company; or

          (2)  of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company; or

          (3)  of any action triggering an adjustment of the Conversion Price
     pursuant to this Article Sixteen;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent for the applicable Debt Securities, and shall cause to be
given, to the Holders of applicable Debt Securities in the manner provided in
Section 1.05, at least fifteen (15) days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Conversion Price pursuant to this Article
Sixteen, or, if a
<PAGE>

                                                                             116

record is not to be taken, the date as of which the holders of record of an
Equity Security entitled to such distribution, rights or warrants are to be
determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up triggering an
adjustment to the Conversion Price pursuant to this Article Sixteen is expected
to become effective, and the date as of which it is expected that holders of the
Equity Security of record shall be entitled to exchange their Equity Securities
for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up.

          Failure to give such notice or any defect therein shall not affect the
legality or validity of the proceedings described in clause (1), (2) or (3) of
this Section.

          Section 16.07. Company To Reserve Equity Securities; Registration;
                         ---------------------------------------------------
Listing.
---------

          (a)  The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued shares of its Equity
Securities, for the purpose of effecting the conversion of the Debt Securities,
such number of its duly authorized shares of Equity Securities as shall from
time to time be sufficient to effect the conversion of all applicable
Outstanding Debt Securities into such Equity Securities at any time (assuming
that, at the time of the computation of such number of shares or securities, all
such Debt Securities would be held by a single holder); provided, however, that
                                                        --------  -------
nothing contained herein shall preclude the Company from satisfying its
obligations in respect of the conversion of the Debt Securities by delivery of
purchased shares of Equity Securities which are held in the treasury of the
Company. The Company shall from time to time, in accordance with the laws of the
Commonwealth of Pennsylvania, use its best efforts to cause the authorized
amount of the Equity Securities to be increased if the aggregate of the
authorized amount of the Equity Securities remaining unissued and the issued
shares of such Equity Securities in its treasury (other than any such shares
reserved for issuance in any other connection) shall not be sufficient to permit
the conversion of all Debt Securities. The Company covenants that all shares of
Equity Securities which may be issued upon conversion of Debt Securities will
upon issue be fully paid and nonassessable and free from all liens and charges
and, except as provided in Section 16.08, taxes with respect to the issue
thereof.

          (b)  If any shares of Equity Securities which would be issuable upon
conversion of Debt Securities hereunder require registration with or approval of
any governmental authority before such shares or securities may be issued upon
such
<PAGE>

                                                                             117

conversion, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares or securities to be duly registered or approved,
as the case may be. The Company further covenants that so long as the Equity
Securities shall be listed on the New York Stock Exchange, the Company will, if
permitted by the rules of such exchange, list and keep listed all Common Stock
issuable upon conversion of the Debt Securities, and the Company will endeavor
to list the shares of Equity Securities required to be delivered upon conversion
of the Debt Securities prior to such delivery upon any other national securities
exchange upon which the outstanding Equity Securities are listed at the time of
such delivery.

          Section 16.08. Taxes on Conversion.
                         -------------------

          The issue of stock certificates on conversion of Debt Securities shall
be made without charge to the converting Holder for any tax in respect of the
issue thereof, and the Company shall pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the issue or
delivery of shares of Equity Securities on conversion of Debt Securities
pursuant hereto. The Company shall not, however, be required to pay any such tax
which may be payable in respect of any transfer involved in the issue or
delivery of shares of Equity Securities or the portion, if any, of the Debt
Securities which are not so converted in a name other than that in which the
Debt Securities so converted were registered (in the case of Registered
Securities), and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of such tax or
has established to the satisfaction of the Company that such tax has been paid.

          Section 16.09. Conversion After Record Date.
                         ----------------------------

          If any Registered Securities are surrendered for conversion subsequent
to the record date preceding an Interest Payment Date but on or prior to such
Interest Payment Date (except Registered Securities called for redemption on a
Redemption Date between such record date and Interest Payment Date), the Holder
of such Registered Securities at the close of business on such record date shall
be entitled to receive the interest payable on such Registered Securities on
such Interest Payment Date notwithstanding the conversion thereof. Registered
Securities surrendered for conversion during the period from the close of
business on any record date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date shall (except in the case of
Registered Securities which have been called for redemption on a Redemption Date
within such period, in which case, notwithstanding anything to the contrary
contained in this Indenture, no interest payment shall be made on such Interest
Payment Date to the Holders of such Registered Security on such record date) be
accompanied by payment in New York Clearing House funds or other funds and in
the Currency in which such Registered Security is payable or another Currency
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the Registered Securities being
<PAGE>

                                                                             118

surrendered for conversion. Except as provided in this Section 16.09 and Section
16.02(c), no adjustments in respect of payments of interest on Debt Securities
surrendered for conversion or any dividends or distributions or interest on the
Equity Securities issued upon conversion shall be made upon the conversion of
any Debt Securities.

          Section 16.10. Company Determination Final.
                         ---------------------------

          Any determination that the Company or the Board of Directors must make
pursuant to this Article shall be conclusive if made in good faith and in
accordance with the provisions of this Article, absent manifest error.

          Section 16.11. Trustee's Disclaimer.
                         --------------------

          The Trustee has no duty to determine when an adjustment of the
Conversion Price should be made, how it should be made or what it should be. The
Trustee makes no representation and shall not be accountable as to the validity
or value of any securities or assets issued upon conversion of Debt Securities.
The Trustee shall not be responsible for the Company's failure to comply with
this Article. Each Conversion Agent other than the Company shall have the same
protection under this Section as the Trustee.



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


                                    SUNOCO, INC.



                                     By: /s/ Thomas W. Hofmann
                                       -------------------------
                                     Title: Vice President and
                                            Chief Financial Officer
Attest:
/s/ Judith A. Fritsch
  ------------------------
Title: Assistant Secretary


Seal
                                    CITIBANK, N.A.
                                      as Trustee



                                     By: /s/ Nancy Forte
                                       -------------------------
                                    Title: Senior Trust Officer

Attest:

/s/ Wafaa Orfy
  ------------------------
Title: Assistant Vice President

Seal
<PAGE>

                                                                             119

COMMONWEALTH OF PENNSYLVANIA  )

                              :  SS.:

COUNTY OF PHILADELPHIA        )

          On June 29, 2000, before me personally came Thomas W. Hofmann, to me
known, being by me duly sworn, did depose and say that he resides at 1801
Market Street, Philadelphia, PA 19103; that he is the Corporate Secretary of
Sunoco, Inc., one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation, that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.


                                       /s/ Jean M. Jones
                                    ------------------------------
                                          Notary Public

                                          Notarial Seal
                                          Jean M. Jones, Notary Public
                                          Philadelphia, Philadelphia County
                                          My Commission Expires Aug. 13, 2001
                                          Member, Pennsylvania Association of
                                          Notaries
SEAL
<PAGE>

                                                                             120

STATE OF NEW YORK   )

                    :  SS.:

COUNTY OF NEW YORK  )


          On the 28 June, 2000, before me personally came Nancy Forte, to me
known, who, being by me duly sworn, did depose and say that she resides at
111 Wall Street, New York, New York; that she is a Senior Trust Officer of
Citibank, N.A., one of the corporations described in and which executed the
foregoing instrument; that she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that she signed her
name thereto by like authority.


                                       /s/ Jeffry Berger
                                    ------------------------------
                                           Notary Public

                                           JEFFRY BERGER
                                           Notary Public, State of New York
                                           No. 01BE5015814
                                           Qualified in King's County
                                           Commission Expires July 26, 2001


SEAL
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                                                                       EXHIBIT A


                           [FORMS OF CERTIFICATION]

                      [FORM OF CERTIFICATE TO BE GIVEN BY
                  PERSON ENTITLED TO RECEIVE BEARER SECURITY
                    OR INTEREST PRIOR TO AN 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 _________ principal amount of the above captioned Debt Securities held by
you for our account (i) is owned by person(s) that are not United States
person(s) (as defined below), (ii) is owned by United States person(s) that are
(a) foreign branches of United States financial institutions (as defined in
Section 1.165-12(c)(1)(v) of the United States Treasury regulations) ("financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Debt Securities through foreign branches of
United States financial institutions and who hold the Debt Securities through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution hereby agrees, on its
own behalf or through its agent, that you may advise the Company or the
Company's agent that it 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 Treasury regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for the purpose of resale during the
restricted period (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United
States Treasury regulations), and in addition if the owner of the Debt
Securities is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)) this is
to further certify that such financial institution has not acquired the Debt
Securities for the purpose of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

          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 beneficial
interest in the temporary Global Security 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
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                                                                               2

of any such notification it may be assumed that this certification applies as of
such date.

          This certificate excepts and does not relate to ___________ principal
amount of Debt Securities held by you for our account as to which we are not
able to provide a certificate in this form. We understand that exchange of such
portion of the temporary Global Note for definitive Bearer Securities or
interests in a permanent Global Note cannot be made until we are able to provide
a certificate in this form.

          We understand that this certificate is required in connection with
certain tax laws and regulations of 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.

          "United States person" means any citizen or resident of the United
States, any corporation, partnership or other entity created or organized in or
under the laws of the United States and any estate or trust the income of which
is subject to United States federal income taxation regardless of its source.
"United States" means the United States of America (including the States and the
District of Columbia) and its "possessions" which include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

Dated: ________________, 19___

[To be dated no earlier than the
10th day before the Exchange Date]

                                       By:
                                       ---------------------------------------
                                         As, or as agent for, the beneficial
                                         owner(s) of the portion of the
                                         temporary Global Note to which this
                                         certificate relates.
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                                                                               3

                                                                       EXHIBIT B


              [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR AND
                CEDEL, S.A. IN CONNECTION WITH THE EXCHANGE OF
                     A PORTION OF A TEMPORARY GLOBAL NOTE]

                                  CERTIFICATE

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

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

          The undersigned certifies that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Indenture as of the date hereof, __________
principal amount of the above-captioned Debt Securities (i) is owned by
person(s) that are not United States person(s) (as defined below), (ii) is owned
by United States person(s) that are (a) foreign branches of United States
financial institutions (as defined in Section 1.165-12(c)(1)(v) of the United
States Treasury regulations) ("financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the Debt
Securities through foreign branches of United States financial institutions and
who hold the Debt Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such United States
financial institution has agreed, on its own behalf or through its agent, that
we may advise the Company or the Company's agent that it 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 Treasury regulations thereunder), or (iii) is owned by
United States or foreign financial institution(s) for the purpose of resale
during the restricted period (as defined in Section 1.163-5(c)(2)(i)(D)(7) of
the United States Treasury regulations), and in addition United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not acquired
the Debt Securities for the purpose of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.

          We further certify (i) that we are not making available for exchange
or collection of any interest any portion of the temporary Global Note excepted
in such certifications and (ii) that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
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                                                                               4

statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange or collection of any interest are no longer
true and cannot be relied upon as of the date hereof.

          We understand that this certificate is required in connection with
certain tax laws and regulations of 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.

          "United States person" means any citizen or resident of the United
States, any corporation, partnership or other entity created or organized in or
under the laws of the United States and any estate or trust the income of which
is subject to United States federal income taxation regardless of its source.
"United States" means the United States of America (including the States and the
District of Columbia) and its "possessions" which include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

Dated: _________________, 19___

[To be dated no earlier than the
Exchange Date]

                                       By:
                                       ----------------------------------------
                                         [MORGAN GUARANTY TRUST COMPANY OF NEW
                                         YORK, BRUSSELS OFFICE, as Operator of
                                         the Euro-Clear System] [CEDEL, S.A.]