<PAGE>

--------------------------------------------------------------------------------
                                 Exhibit 4(j)




                      ELECTRONIC DATA SYSTEMS CORPORATION


                                      and


                         [                          ],

                                  as Trustee

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

                                   Indenture


                          Dated as of [             ]


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

                         Subordinated Debt Securities


--------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS

                                   ARTICLE I
                                  Definitions
<TABLE>
<S>              <C>                                                          <C>
SECTION 1.01.    Certain Terms Defined.......................................   1
SECTION 1.02.    Incorporation by Reference of Trust Indenture Act...........   9
SECTION 1.03.    Rules of Construction.......................................   9

                                  ARTICLE II
                                Debt Securities

SECTION 2.01.    Forms Generally.............................................   9
SECTION 2.02.    Form of Trustee's Certificate of Authentication.............  10
SECTION 2.03.    Principal Amount; Issuable in Series........................  10
SECTION 2.04.    Execution of Debt Securities................................  13
SECTION 2.05.    Authentication and Delivery of Debt Securities..............  14
SECTION 2.06.    Denomination of Debt Securities.............................  16
SECTION 2.07.    Registration of Transfer and Exchange.......................  16
SECTION 2.08.    Temporary Debt Securities...................................  18
SECTION 2.09.    Mutilated, Destroyed, Lost or Stolen Debt Securities........  19
SECTION 2.10.    Cancellation of Surrendered Debt Securities.................  20
SECTION 2.11.    Provisions of the Indenture and Debt Securities for the Sole
                 Benefit of the Parties and the Holders......................  20
SECTION 2.12.    Payment of Interest; Interest Rights Preserved..............  21
SECTION 2.13.    Securities Denominated in Foreign Currencies................  22
SECTION 2.14.    Wire Transfers..............................................  23
SECTION 2.15.    Securities Issuable in the Form of a Global Security........  23
SECTION 2.16.    Medium Term Securities......................................  25
SECTION 2.17.    Defaulted Interest..........................................  26
SECTION 2.18.    Judgments...................................................  27

                                  ARTICLE III
                         Redemption of Debt Securities

SECTION 3.01.    Applicability of Article....................................  28
SECTION 3.02.    Tax Redemption; Special Tax Redemption......................  28
SECTION 3.03.    Notice of Redemption; Selection of Debt Securities..........  30
SECTION 3.04.    Payment of Debt Securities Called for Redemption............  32
SECTION 3.05.    Mandatory and Optional Sinking Funds........................  33
SECTION 3.06.    Redemption of Debt Securities for Sinking Fund..............  33
</TABLE>

                                       i
<PAGE>

                                  ARTICLE IV
                           Covenants of the Company

<TABLE>
<S>              <C>                                                          <C>
SECTION 4.01.    Payment of Principal of, and Premium, If Any, and Interest
                 on, Debt Securities.........................................  35
SECTION 4.02.    Maintenance of Offices or Agencies for Registration of
                 Transfer, Exchange and Payment of Debt Securities...........  36
SECTION 4.03.    Appointment to Fill a Vacancy in the Office of Trustee......  36
SECTION 4.04.    Duties of Paying Agents, etc................................  36
SECTION 4.05.    Statement by Officers as to Default.........................  38
SECTION 4.06.    Payment of Additional Interest..............................  38
SECTION 4.07.    Limitation on Liens.........................................  40
SECTION 4.08.    Limitation on Sales and Leasebacks..........................  41
SECTION 4.09.    Waiver of Certain Covenants.................................  42
SECTION 4.10.    Existence...................................................  42
SECTION 4.11.    Further Instruments and Acts................................  42

                                   ARTICLE V
                          Holders' Lists and Reports

SECTION 5.01.    Company to Furnish Trustee Information as to Names and
                 Addresses of Holders; Preservation of Information...........  42
SECTION 5.02.    Communications to Holders...................................  43
SECTION 5.03.    Reports by Company..........................................  43
SECTION 5.04.    Reports by Trustee..........................................  43
SECTION 5.05.    Record Dates for Action by Holders..........................  44

                                  ARTICLE VI
            Remedies of the Trustee and Holders in Event of Default

SECTION 6.01.    Events of Default...........................................  44
SECTION 6.02.    Collection of Indebtedness by Trustee, etc..................  47
SECTION 6.03.    Application of Moneys Collected by Trustee..................  48
SECTION 6.04.    Limitation on Suits by Holders..............................  49
SECTION 6.05.    Remedies Cumulative; Delay or Omission in Exercise of Rights
                 Not a Waiver of Default.....................................  50
SECTION 6.06.    Rights of Holders of Majority in Principal Amount of Debt
                 Securities to Direct Trustee and to Waive Default...........  50
SECTION 6.07.    Trustee to Give Notice of Defaults Known to It, but May
                 Withhold Such Notice in Certain Circumstances...............  51
SECTION 6.08.    Requirement of an Undertaking To Pay Costs in Certain Suits
                 under the Indenture or Against the Trustee..................  51
</TABLE>

                                      ii
<PAGE>

                                  ARTICLE VII
                            Concerning the Trustee

<TABLE>
<S>              <C>                                                          <C>
SECTION 7.01.    Certain Duties and Responsibilities.........................  52
SECTION 7.02.    Certain Rights of Trustee...................................  53
SECTION 7.03.    Trustee Not Liable for Recitals in Indenture or in
                 Debt Securities.............................................  54
SECTION 7.04.    Trustee, Paying Agent or Registrar May Own Debt Securities..  55
SECTION 7.05.    Moneys Received by Trustee to Be Held in Trust..............  55
SECTION 7.06.    Compensation and Reimbursement..............................  55
SECTION 7.07.    Right of Trustee to Rely on an Officers' Certificate Where
                 No Other Evidence Specifically Prescribed...................  56
SECTION 7.08.    Separate Trustee; Replacement of Trustee....................  56
SECTION 7.09.    Successor Trustee by Merger.................................  57
SECTION 7.10.    Eligibility; Disqualification...............................  58
SECTION 7.11.    Preferential Collection of Claims Against Company...........  58
SECTION 7.12.    Compliance with Tax Laws....................................  58

                                 ARTICLE VIII
                            Concerning the Holders

SECTION 8.01.    Evidence of Action by Holders...............................  58
SECTION 8.02.    Proof of Execution of Instruments and of Holding of Debt
                 Securities..................................................  59
SECTION 8.03.    Who May Be Deemed Owner of Debt Securities..................  59
SECTION 8.04.    Instruments Executed by Holders Bind Future Holders.........  60

                                  ARTICLE IX
                            Supplemental Indentures

SECTION 9.01.    Purposes for Which Supplemental Indenture May Be Entered
                 into Without Consent of Holders.............................  61
SECTION 9.02.    Modification of Indenture with Consent of Holders of Debt
                 Securities..................................................  63
SECTION 9.03.    Effect of Supplemental Indentures...........................  64
SECTION 9.04.    Debt Securities May Bear Notation of Changes by Supplemental
                 Indentures..................................................  64
SECTION 9.05.    Payment for Consent.........................................  65

                                   ARTICLE X
                   Consolidation, Merger, Sale or Conveyance

SECTION 10.01.   Consolidations and Mergers of the Company...................  65
SECTION 10.02.   Rights and Duties of Successor Corporation..................  65
</TABLE>
                                  ARTICLE XI
             Satisfaction and Discharge of Indenture; Defeasance;
                               Unclaimed Moneys

                                      iii
<PAGE>

<TABLE>
<S>              <C>                                                             <C>
SECTION 11.01.   Applicability of Article.......................................  66
SECTION 11.02.   Satisfaction and Discharge of Indenture; Defeasance............  66
SECTION 11.03.   Conditions of Defeasance.......................................  67
SECTION 11.04.   Application of Trust Money.....................................  69
SECTION 11.05.   Repayment to Company...........................................  69
SECTION 11.06.   Indemnity for U.S. Government Obligations......................  69
SECTION 11.07.   Reinstatement..................................................  69

                                  ARTICLE XII
                       Subordination of Debt Securities

SECTION 12.01.   Applicability of Article; Agreement To Subordinate.............  69
SECTION 12.02.   Liquidation, Dissolution, Bankruptcy...........................  70
SECTION 12.03.   Default on Senior Indebtedness.................................  70
SECTION 12.04.   Acceleration of Payment of Debt Securities.....................  71
SECTION 12.05.   When Distribution Must Be Paid Over............................  71
SECTION 12.06.   Subrogation....................................................  71
SECTION 12.07.   Relative Rights................................................  72
SECTION 12.08.   Subordination May Not Be Impaired by Company...................  72
SECTION 12.09.   Rights of Trustee and Paying Agent.............................  72
SECTION 12.10.   Distribution or Notice to Representative.......................  72
SECTION 12.11.   ArticleXII Not to Prevent Defaults or Limit Right to Accelerate  72
SECTION 12.12.   Trust Moneys Not Subordinated..................................  73
SECTION 12.13.   Trustee Entitled to Rely.......................................  73
SECTION 12.14.   Trustee to Effectuate Subordination............................  73
SECTION 12.15.   Trustee Not Fiduciary for Holders of Senior Indebtedness.......  73
SECTION 12.16.   Reliance by Holders of Senior Indebtedness on Subordination
                 Provisions.....................................................  74

                                 ARTICLE XIII
                           Miscellaneous Provisions

SECTION 13.01.   Successors and Assigns of Company Bound by Indenture...........  74
SECTION 13.02.   Acts of Board, Committee or Officer of Successor Company Valid
SECTION 13.03.   Required Notices or Demands....................................  74
SECTION 13.04.   Indenture and Debt Securities to Be Construed in Accordance
                 with the Laws of the State of New York.........................  75
SECTION 13.05.   Officers' Certificate and Opinion of Counsel to Be Furnished
                 upon Application or Demand by the Company......................  75
SECTION 13.06.   Payments Due on Legal Holidays.................................  76
SECTION 13.07.   Provisions Required by Trust Indenture Act to Control..........  76
SECTION 13.08.   Computation of Interest on Debt Securities.....................  76
SECTION 13.09.   Rules by Trustee, Paying Agent and Registrar...................  76
SECTION 13.10.   No Recourse Against Others.....................................  76
SECTION 13.11.   Severability...................................................  76
SECTION 13.12.   Effect of Headings.............................................  76
SECTION 13.13.   Indenture May Be Executed in Counterparts......................  77
</TABLE>

                                      iv
<PAGE>

                      ELECTRONIC DATA SYSTEMS CORPORATION

                                Debt Securities

                             CROSS REFERENCE SHEET*


     This Cross Reference Sheet shows the location in the Indenture of the
provisions inserted pursuant to Sections 310-318(a), inclusive, of the Trust
Indenture Act of 1939.

                                          Indenture
          TIA Section                      Section
          -----------                     ---------

310  (a)(1).........................          7.10
     (a)(2).........................          7.10
     (a)(3).........................          7.10
     (a)(4).........................          7.10
     (a)(5).........................          7.10
     (b)............................          7.10
     (c)............................          N.A.**

311  (a)............................          7.11
     (b)............................          7.11
     (c)............................          N.A.

3.12 (a)............................          5.01
     (b)............................          5.02
     (c)............................          5.02

313  (a)............................          5.04
     (b)(1).........................          5.04
     (b)(2).........................          5.04
     (c)............................         13.03
     (d)............................          5.04

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

*   The Cross Reference Sheet is not part of the Indenture.
**  N.A. means "Not Applicable."

                                       v
<PAGE>

                                          Indenture
          TIA Section                      Section
          -----------                     ---------

314  (a)(1).........................          5.03(a)
     (a)(2).........................          5.03(b)
     (a)(3).........................          5.03(a) & (b)
                                              & 12.03
     (a)(4).........................          4.05

     (b)............................          N.A.
     (c)(1).........................         13.05
     (c)(2).........................         13.05
     (c)(3).........................          N.A.
     (d)............................         12.05
     (e)............................          4.06

315  (a)............................          7.01(a)
     (b)............................          6.07 & 13.03
     (c)............................          7.01
     (d)............................          7.01
     (e)............................          6.08

316  (a) (last sentence)............          1.01
     (a)(1)(A)......................          6.06
     (a)(1)(B)......................          6.06
     (a)(2).........................          9.01(d)
     (b)............................          6.04
     (c)............................          5.05

317  (a)(1).........................          6.02
     (a)(2).........................          6.02
     (b)............................          4.04

318  (a)............................          13.07

                                      vi
<PAGE>

     INDENTURE dated as of [                ], between ELECTRONIC DATA SYSTEMS
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter sometimes called the "Company"), and [        ]
(hereinafter sometimes 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 to be issued in one or more
series unlimited as to principal amount (herein called the "Debt Securities"),
as in this Indenture provided.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Debt
Securities are authenticated, issued and delivered, and in consideration of the
premises, and of the purchase and acceptance of the Debt Securities by the
holders thereof, the Company and the Trustee covenant and agree with each other,
for the benefit of the respective Holders from time to time of the Debt
Securities or any series thereof as follows:

                                   ARTICLE I
                                  Definitions

     SECTION 1.01.  Certain Terms Defined.  The terms defined in this Section
                    ---------------------
1.01 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any Indenture
supplemental hereto shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act or which are by reference therein defined in the Securities Act
(except as herein otherwise expressly provided or unless the context otherwise
requires) shall have the meanings assigned to such terms in the Trust Indenture
Act and in the Securities Act as in force as of the date of original execution
of this Indenture.

     "Affected Security" has the meaning specified in Section 3.02(b).
      -----------------

     "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 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.

     "Attributable Debt" means, as to any particular Sale and Leaseback
      -----------------
Transaction, at any date as of which the amount thereof is to be determined, the
total amount determined

                                       1
<PAGE>

by multiplying (i) the greater of (a) the fair value of the Real Property
subject to such arrangement (as determined by any two of the Company's Chairman
of the Board, Vice Chairman, President, Treasurer and Controller) or (b) the net
proceeds of the sale of such Real Property to the lender or investor by (ii) a
fraction, the numerator of which is the number of months in the unexpired
initial term of the lease of such Real Property and the denominator of which is
the number of months in the full initial term of such lease; provided, however,
that Sale and Leaseback Transactions with respect to Real Property financed by
obligations issued by a state or local governmental unit (whether or not tax
exempt pursuant to Section 103(b)(4)(F), 103(b)(4)(E) or 103(b)(6) of the
Internal Revenue Code, or any successor provision thereof) shall not be included
in any calculation of Attributable Debt.

     "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 such city or cities specified pursuant to Section 2.03
with respect to the Debt Securities of any series. 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 Holder" means, with respect to any Bearer Security or Coupon, the
      -------------
bearer thereof.

     "Bearer Security" means any Debt Security (with or without Coupons), 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 duly authorized committee or subcommittee of such Board, except as the
context may otherwise require.

     "business day" means, when used with respect to any Place of Payment
      ------------
specified pursuant to Section 2.03, any day that is not a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies in
such Place of Payment are authorized or obligated by law to close, except as
otherwise specified pursuant to Section 2.03.

     "Company" means Electronic Data Systems Corporation, a Delaware
      -------
corporation, and, subject to the provisions of Article X, shall also include its
successors and assigns.

     "Company Order" means a written order of the Company, signed by its
      -------------
Chairman of the Board, Vice Chairman, President or any Vice President and by its
Treasurer, Secretary, any Assistant Treasurer or any Assistant Secretary.

     "Consolidated Net Tangible Assets" means, as of any date of determination,
      --------------------------------
the aggregate amount of assets (less applicable reserves and other properly
deductible items) after deducting therefrom (a) all current liabilities
(excluding any current liabilities for money borrowed having a maturity of less
than 12 months but by its terms being renewable

                                       2
<PAGE>

or extendible beyond 12 months from such date at the option of the borrower) and
(b) all goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other like intangibles, all as set forth on the most recent
balance sheet of the Company and its consolidated subsidiaries and computed in
accordance with generally accepted accounting principles.

     "corporate trust office of the Trustee" or other similar term means the
      -------------------------------------
office of the Trustee in [         ] at which the corporate trust business of
the Trustee shall, at any particular time, be principally administered in the
United States of America, which is on the date hereof at [       ], Attention:
[         ], except that with respect to the presentation of Debt Securities
for payment or for registration of transfer and exchange, such term shall also
mean the office of the Trustee or the Trustee's agent in the Borough of
Manhattan, the city and state of New York, which on the date hereof is at
[         ], and the office of the Trustee in the city of Dallas, Texas, which
on the date hereof is at [         ], in each case at which at any particular
time its corporate agency business shall be conducted.

     "Coupon" means any interest coupon appertaining to any Bearer Security.
      ------

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

     "Currency" means Dollars or Foreign Currency.
      --------

     "Debt Security" or "Debt Securities" has the meaning stated in the first
      -------------      ---------------
recital of this Indenture and more particularly means any debt security or debt
securities, as the case may be, of any series authenticated and delivered under
this Indenture.

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

     "Depositary" means, unless otherwise specified by the Company pursuant to
      ----------
either Section 2.03 or 2.15, with respect to Debt Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, New York, New York, or any successor
thereto registered as a clearing agency under the Exchange Act or other
applicable statute or regulations.

     "Designated Senior Indebtedness" with respect to a series of Debt
      ------------------------------
Securities means any Senior Indebtedness which, at the date of determination,
has an aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $100
million and is specifically designated by the Company in the instrument
evidencing or governing such Senior Indebtedness as "Designated Senior
Indebtedness" for purposes of this Indenture and has been designated as
"Designated Senior Indebtedness" for purposes of this Indenture in an Officers'
Certificate received by the Trustee or in the applicable Officers' Certificate
or supplemental Indenture setting forth the terms, including as to
Subordination, of such series.

                                       3
<PAGE>

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

     "Dollar Equivalent" means, with respect to any monetary amount in a Foreign
      -----------------
Currency, at any time for the determination thereof, the amount of Dollars
obtained by converting such Foreign Currency involved in such computation into
Dollars at the spot rate for the purchase of Dollars with the applicable Foreign
Currency as quoted by Citibank (unless another comparable financial institution
is designated by the Company) in New York, New York, at approximately 11:00 a.m.
(New York time) on the date two business days prior to such determination.

     "European Currency Units" has the meaning assigned to it from time to time
      -----------------------
by the Council of the European Communities.

     "European Communities" means the European Economic Community, the European
      --------------------
Coal and Steel Community and the European Atomic Energy Community.

     "Event of Default" has the meaning specified in Section 6.01.
      ----------------

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.
      ------------

     "Floating Rate Security" means a Debt Security that provides for the
      ----------------------
payment of interest at a variable rate determined periodically by reference to
an interest rate index specified pursuant to Section 2.03.

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

     "Funded Debt" means all indebtedness for money borrowed having a maturity
      -----------
of more than 12 months from the date as of which the amount thereof is to be
determined.

     "Global Security" means with respect to any series of Debt Securities
      ---------------
issued hereunder, a Debt Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and any
Indentures supplemental hereto, or resolution of the Board of Directors and set
forth in an Officers' Certificate, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all the Outstanding Debt
Securities of such series or any portion thereof, in either case having the same
terms, including, without limitation, the same original issue date, date or
dates on which principal is due and interest rate or method of determining
interest.

     "Holder," "Holder of Debt Securities" or other similar terms means, with
      ------    -------------------------
respect to a Registered Security, the Registered Holder and, with respect to a
Bearer Security or a Coupon, the Bearer Holder.

                                       4
<PAGE>

     "Indenture" means this instrument as originally executed, or, if amended or
      ---------
supplemented as herein provided, as so amended or supplemented, and shall
include the form and terms of particular series of Debt Securities as
contemplated hereunder, whether or not a supplemental indenture is entered into
with respect thereto.

     "Interest" includes, when used with respect to a Bearer Security, any
      --------
additional interest payable on such Bearer Security pursuant to Section 3.02 or
4.06.

     "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
      ----
charge of any kind.

     "Mortgage" has the meaning specified in Section 4.07.
      --------

     "Officers' Certificate" means a certificate signed by the Chairman of the
      ---------------------
Board, the Vice Chairman, the President or any Vice President and by the
Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of
the Company.  Each such certificate shall include the statements provided for in
Section 13.05, if applicable.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
      ------------------
for the Company (who may be an employee of the Company), or outside counsel for
the Company who shall be reasonably satisfactory to the Trustee.  Each such
opinion shall include the statements provided for in Section 13.05, if
applicable.

     "Original Issue Discount Debt Security" means any Debt Security which
      -------------------------------------
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 6.01.

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

          (i)    Debt Securities of that series theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;

          (ii)   Debt Securities of that series 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; provided, 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 of that series which have been paid pursuant to
Section 2.09 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;

                                       5
<PAGE>

provided, however, that in determining whether the Holders of the requisite
--------  -------
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver 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 request, demand,
authorization, direction, notice, consent or waiver, only Debt Securities which
the Trustee 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
so to act with respect to such Debt Securities and that the pledgee is not the
Company or any other obligor upon the Debt Securities or an Affiliate of the
Company or of such other obligor. In determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Debt Security that shall be
deemed to be Outstanding for such purposes 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 6.01.
In determining whether the Holders of the requisite principal amount of the
Outstanding Debt Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of a Debt Security denominated in one or more foreign currencies or
currency units that shall be deemed to be Outstanding for such purposes shall be
the Dollar Equivalent, determined in the manner provided as contemplated by
Section 2.03 on the date of original issuance of such Debt Security, of the
principal amount (or, in the case of any Original Issue Discount Security, the
Dollar Equivalent on the date of original issuance of such Security of the
amount determined as provided in the preceding sentence above) of such Debt
Security.

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

     "Place of Payment" means, when used with respect to the Debt Securities of
any series, 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 2.03.

     "principal London office of the Trustee" means the office of the Trustee in
the city of London, England, which on the date hereof is at [              ],
at which at any particular time its corporate agency business, including
presentation of Debt Securities for payment or for registration of transfer and
exchange, shall be conducted.

     "Real Property" means any real property, and any building, structure or
other facility thereon, located in the United States (excluding its territories
and possessions, but including Puerto Rico), owned or leased by the Company or
any Subsidiary of the Company, the gross book value (without deduction of any
depreciation reserves) of which on the date as of which the determination is
being made exceeds 1% of

                                       6
<PAGE>

Consolidated Net Tangible Assets, other than any such real property, building,
structure or other facility or portion thereof (i) that is financed by
obligations issued by a state or local governmental unit (whether or not tax
exempt pursuant to Section 103(b)(4)(F), 103(b)(4)(E) or 103(b)(6) of the
Internal Revenue Code of 1954, or any successor provision thereof in the
Internal Revenue Code of 1986), (ii) that consists of approximately 175.35 acres
currently known as the Company's Forest Lane property located in Dallas, Texas,
and more particularly described on Exhibit A hereto, (iii) that consists of
approximately 381 acres and currently known as the Company's Plano headquarters
property located in Plano, Texas, and more particularly described on Exhibit A
hereto, or (iv) which if not owned or leased by the Company or its Subsidiaries,
in the opinion of the Board of Directors of the Company, would not have a
material adverse effect on the business conducted by the Company and its
Subsidiaries as an entirety.

     "Registered Holder" means the Person in whose name a Registered Security is
registered in the Debt Security Register (as defined in Section 2.07(a)).

     "Registered Security" means any Debt Security registered as to principal
and interest in the Debt Security Register (as defined in Section 2.07(a)).

     "Registrar" has the meaning set forth in Section 2.07(a).

     "responsible officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Restricted Subsidiary" means any Subsidiary that owns a Real Property,
except a Subsidiary that is engaged primarily in financing the operations of the
Company or its Subsidiaries, or both, outside the states of the United States,
and (a) more than 50% of whose net sales and operating revenues during the
preceding four calendar quarters was derived from, or more than 50% of whose
operating properties is located in, the United States (excluding its territories
and possessions, but including Puerto Rico), or (b) more than 50% of whose
assets consists of securities of other Restricted Subsidiaries.

     "Sale and Leaseback Transaction" has the meaning specified in Section 4.08.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Senior Indebtedness" means, as to any series of Debt Securities
subordinated pursuant to the provisions of Article XII, the Indebtedness of the
Company identified as Senior Indebtedness in the resolution of the Board of
Directors and accompanying

                                       7
<PAGE>

Officers' Certificate or supplemental Indenture setting forth the terms,
including as to Subordination, of such series.

     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

     "Subsidiary" means a corporation, association, partnership or other entity
of which more than 80% of the outstanding Voting Stock is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries.

     "Trustee" initially means [                        ] and any other Person
or Persons appointed as such from time to time pursuant to Section 7.08, and,
subject to the provisions of Article VII, includes its or their successors and
assigns. 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 the Debt Securities of that series.

     "Trust Indenture Act" (except as herein otherwise expressly provided) means
the Trust Indenture Act of 1939 as in force at the date of this Indenture as
originally executed and, to the extent required by law, as amended.

     "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a nonresident alien individual, a
nonresident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more members of which is, for United States Federal income
tax purposes, a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.

     "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof.

     "Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such corporation, association, partnership or
other entity (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).

                                       8
<PAGE>

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

     SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.    This
                    -------------------------------------------------
Indenture is subject to the mandatory provisions of the Trust Indenture Act
which are incorporated by reference in and made a part of this Indenture. The
following Trust Indenture Act terms have the following meanings:

     "indenture securities" means the Debt Securities.

     "indenture security holder" means a Holder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company and any other
obligor on the Debt Securities.

     All other Trust Indenture Act terms used in this Indenture that are defined
by the Trust Indenture Act, reference to another statute or defined by rules of
the Securities and Exchange Commission have the meanings assigned to them by
such definitions.

     SECTION 1.03.  Rules of Construction.    Unless the context otherwise
                    ---------------------
requires:

          (1)  a term has the meaning assigned to it;

          (2)  an accounting term not otherwise defined has the meaning assigned
to it in accordance with United States generally accepted accounting principles;

          (3)  "or" is not exclusive;

          (4)  "including" means including without limitation;

          (5)  words in the singular include the plural and words in the plural
include the singular; and

          (6)  the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
United States generally accepted accounting principles.

                                  ARTICLE II
                                Debt Securities

     SECTION 2.01.  Forms Generally.  The Debt Securities and Coupons, if any,
                    ---------------
of each series shall be in substantially the form established without the
approval of any

                                       9
<PAGE>

Holder by or pursuant to a resolution of the Board of Directors or in one or
more Indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Indenture or as may be required or appropriate to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange on
which such series of Debt Securities may be listed, or to conform to general
usage, or as may, consistently herewith, be determined by the officers executing
such Debt Securities and Coupons, as evidenced by their execution of the Debt
Securities and Coupons.

     The definitive Debt Securities of each series and Coupons, if any, shall be
printed, lithographed or engraved 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 evidenced by their execution of such Debt Securities
and Coupons.

     Each Bearer Security and each Coupon shall bear a legend substantially to
the following effect: "Any United States Person who holds this obligation will
be subject to limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."

     SECTION 2.02.  Form of Trustee's Certificate of Authentication.  The
                    -----------------------------------------------
Trustee's Certificate of Authentication on all Debt Securities authenticated by
the Trustee shall be in substantially the following form:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                      [                                       ],
                                      As Trustee


                                      By........................................
                                         Authorized Signatory

     SECTION 2.03.  Principal Amount; Issuable in Series.  The aggregate
                    ------------------------------------
principal amount of Debt Securities which may be executed, authenticated,
delivered and outstanding under this Indenture is unlimited.

     The Debt Securities may be issued in one or more series.  There shall be
established, without the approval of any Holders, pursuant to authority granted
by the Board of Directors and 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 any or all of the following:

                                       10
<PAGE>

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

          (2)  any limit 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 the series pursuant to this Article II);

          (3)  the date or dates on which the principal and premium, if any, of
the Debt Securities of the series is payable;

          (4)  the rate or rates (which may be fixed or variable) at which the
Debt Securities of the series shall bear interest, if any, or the method of
determining such rate or rates (including any procedures to vary or reset such
rate or rates), the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable, or the method by
which such date will be determined, in the case of Registered Securities, the
record dates for the determination of Holders thereof to whom such interest is
payable, and the basis upon which interest will be calculated if other than that
of 360-day year of twelve thirty-day months;

          (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, if any, on Debt
Securities of the series shall be payable, and the identity of the Person to
whom interest on the Debt Securities of the series, if any, shall be payable if
it is to be to a Person other than the Holder;

          (6)  the price or prices at which, the period or periods within which
and the terms and conditions upon which Debt Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

          (7)  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 and the
circumstances under which and the places at which any such exchanges, if
permitted, may be made;

          (8)  if any Debt Securities of the series are to be issued as Bearer
Securities or as one or more Global Securities representing individual Bearer
Securities of the series, (x) whether the provisions of Sections 3.02 and 4.06
or other provisions for payment of additional interest or tax redemptions shall
apply and, if other provisions shall apply, such other provisions; (y) whether
interest in respect of any portion of a temporary Bearer Security of the series
(delivered pursuant to Section 2.08) payable in respect of any interest payment
date prior to the exchange of such temporary Bearer Security for definitive
Bearer Securities of the series shall be paid to any clearing organization with
respect to the portion of such temporary Bearer Security held for its account
and, in such

                                       11
<PAGE>

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 entitled to interest payable on such interest payment
date; and (z) the terms upon which a temporary Bearer Security may be exchanged
for one or more definitive Bearer Securities of the series;

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

          (10) the terms, if any, upon which the Debt Securities of the series
may be convertible into or exchanged for other Debt Securities or warrants for
indebtedness or other securities of any kind of the Company or any other obligor
and the terms and conditions upon which such conversion or exchange shall be
effected, including the initial conversion or exchange price or rate, the
conversion or exchange period and any other provision in addition to or in lieu
of those described herein;

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

          (12) if the amount of principal of or any premium or interest on Debt
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;

          (13) if the principal amount payable at the Stated Maturity of Debt
Securities of the series will not be determinable as of any one or more dates
prior to such Stated Maturity, the amount which will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any maturity other than the
Stated Maturity or which will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is to be
determined); and the manner of determining the equivalent thereof in the
currency of the United States of America for purposes of the definition of
Dollar Equivalent;

          (14) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option
pursuant to Section 11.02(b)(ii);

          (15) if other than such coin or Currency of the United States as at
the time of payment is legal tender for payment of public and private debts, the
coin or Currency or Currencies or units of two or more Currencies in which
payment of the principal of, and premium, if any, and interest on, Debt
Securities of the series shall be payable;

                                       12
<PAGE>

          (16) 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 6.01 or
provable in bankruptcy pursuant to Section 6.02;

          (17) any addition to or change in the Events of Default with respect
to the Debt Securities of the series and any change in the right of the Trustee
or the Holders to declare the principal of, and premium and interest on, such
Debt Securities due and payable;

          (18) if the Debt Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities, the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Debt Securities in definitive
registered form; and the Depositary for such Global Security or Securities and
the form of any legend or legends to be borne by any such Global Security or
Securities in addition to or in lieu of the legend referred to in Section 2.15;

          (19) any trustees, authenticating or paying agents, transfer agents or
registrars;

          (20) the applicability of, and any addition to or change in the
covenants and definitions currently set forth in this Indenture or in the terms
currently set forth in Article X;

          (21) with regard to Debt Securities of the series that do not bear
interest, the dates for certain required reports to the Trustee; and

          (22) the terms of any repurchase or remarketing rights of third
parties;

          (23) the subordination, if any, of the Debt Securities of the Series
pursuant to Article XII and any changes or additions to Article XII;

          (24) any other terms of the Debt Securities of the series (which terms
shall not be prohibited by the provisions of this Indenture).

     All Debt Securities of any one series and the Coupons, if any, appertaining
thereto shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to such resolution of the Board of
Directors and as set forth in such Officers' Certificate or in any such
Indenture supplemental hereto.

     SECTION 2.04.  Execution of Debt Securities.  The Debt Securities and the
                    ----------------------------
Coupons, if any, shall be signed on behalf of the Company by its Chairman of the
Board, its Vice Chairman, its President or a Vice President and by its
Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such
signatures upon the Debt Securities and Coupons may be the manual or facsimile
signatures of the present or any future such authorized officers and may be
imprinted or otherwise reproduced on the Debt Securities and Coupons. The seal
of the Company, if any, may be in the form of a

                                       13
<PAGE>

facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Debt Securities and Coupons.

     Only such Debt Securities and Coupons as shall bear thereon a certificate
of authentication substantially in the form hereinbefore recited, signed
manually by the Trustee, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon
any Debt Security or Coupon executed by the Company shall be conclusive evidence
that the Debt Security or Coupon so authenticated has been duly authenticated
and delivered hereunder.

     In case any officer of the Company who shall have signed any of the Debt
Securities or Coupons shall cease to be such officer before the Debt Securities
or Coupons so signed shall have been authenticated and delivered by the Trustee,
or disposed of by the Company, such Debt Securities or Coupons nevertheless may
be authenticated and delivered or disposed of as though the Person who signed
such Debt Securities or Coupons had not ceased to be such officer of the
Company; and any Debt Security or Coupon may be signed on behalf of the Company
by such Persons as, at the actual date of the execution of such Debt Security or
Coupon, shall be the proper officers of the Company, although at the date of
such Debt Security or Coupon or of the execution of this Indenture any such
Person was not such officer.

     SECTION 2.05.  Authentication and Delivery of Debt Securities.  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
the Trustee shall thereupon authenticate and deliver said Debt Securities and
Coupons in accordance with the Company Order. In authenticating such Debt
Securities and Coupons, and accepting the additional responsibilities under this
Indenture in relation to such Debt Securities and Coupons, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon:

          (1)  a copy of any resolution or resolutions of the Board of
Directors, certified by the Secretary or Assistant Secretary of the Company,
authorizing the terms of issuance and the form of any series of Debt Securities
and Coupons or authorizing the approval of any such terms of issuance and form
by an officer of the Company;

          (2)  an executed supplemental indenture, if any;

          (3)  an Officers' Certificate; and

          (4)  an Opinion of Counsel prepared in accordance with Section 13.05
which shall also state:

          (a)  that the form of such Debt Securities and Coupons has been
established by or pursuant to a resolution of the Board of Directors or by a
supplemental indenture as permitted by Section 2.01 in conformity with the
provisions of this Indenture;

                                       14
<PAGE>

          (b)  that the terms of such Debt Securities and Coupons have been
established by or pursuant to a resolution of the Board of Directors or by a
supplemental indenture as permitted by Section 2.03 in conformity with the
provisions of this Indenture;

          (c)  that such Debt Securities and Coupons, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally and (ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability;

          (d)  that the Company has the corporate power to issue such Debt
Securities and Coupons and has duly taken all necessary corporate action with
respect to such issuance;

          (e)  that the issuance of such Debt Securities and Coupons will not
contravene the certificate of incorporation or by?laws of the Company or result
in any material violation of any of the terms or provisions of any law or
regulation or of any indenture, mortgage or other agreement known to such
counsel by which the Company is bound;

          (f)  that authentication and delivery of such Debt Securities and
Coupons and the execution and delivery of any supplemental indenture will not
violate the terms of this Indenture; and

          (g)  such other matters as the Trustee may reasonably request.

     Such Opinion of Counsel need express no opinion as to whether a court in
the United States would render a money judgment in a currency other than that of
the United States.

     The Trustee shall have the right to decline to authenticate and deliver any
Debt Securities or Coupons under this Section 2.05 if the Trustee, being advised
by counsel, determines that such action may not lawfully be taken or if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors, trustees or vice presidents shall determine
that such action would expose the Trustee to personal liability to existing
Holders.

     The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate Debt Securities and Coupons, if any, of any series.
Unless limited by the terms of such appointment, an authenticating agent may
authenticate Debt Securities whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Registrar, paying
agent or agent for service of notices and demands.

                                       15
<PAGE>

     Unless otherwise provided in the form of Debt Security for any series, each
Debt Security shall be dated the date of its authentication.

     SECTION 2.06.  Denomination of Debt Securities.  Unless otherwise provided
                    -------------------------------
in the form of Debt Security for any series, the Debt Securities of each series
shall be issuable only as Registered Securities in such denominations as shall
be specified or contemplated by Section 2.03. In the absence of any such
specification with respect to the Debt Securities of any series, the Debt
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

     SECTION 2.07.  Registration of Transfer and Exchange.  (a) The Company
                    -------------------------------------
shall keep or cause to be kept a register for each series of Registered
Securities issued hereunder (hereinafter collectively referred to as the "Debt
Security Register"), in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and the transfer of Registered Securities as provided in this Article
II. At all reasonable times the Debt Security Register shall be open for
inspection by the Trustee. Subject to Section 2.15, upon due presentment for
registration of transfer of any Registered Security at any office or agency to
be maintained by the Company in accordance with the provisions of Section 4.02,
the Company shall execute and, upon receipt of a Company Order requesting
authentication and delivery, the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Registered Security or Registered
Securities of authorized denominations for a like aggregate principal amount.
Except as otherwise specified pursuant to Section 2.03, in no event may
Registered Securities, including Registered Securities received in exchange for
Bearer Securities, be exchanged for Bearer Securities.

     Unless and until otherwise determined by the Company by resolution of the
Board of Directors, the register of the Company for the purpose of registration,
exchange or registration of transfer of the Registered Securities shall be kept
at the corporate trust office of the Trustee and, for this purpose, the Trustee
shall be designated "Registrar".

     Registered Securities of any series (other than a Global Security, except
as set forth below) may be exchanged for a like aggregate principal amount of
Registered Securities of the same series of other authorized denominations.
Subject to Section 2.15, Registered Securities to be exchanged shall be
surrendered at the office or agency to be maintained by the Company as provided
in Section 4.02, and the Company shall execute and, upon receipt of a Company
Order requesting the authentication and delivery, the Trustee shall authenticate
and deliver in exchange therefor the Registered Security or Registered
Securities which the Holder making the exchange shall be entitled to receive.

     At the option of the Holder of Bearer Securities of any series, except as
otherwise specified as contemplated by Section 2.03(7) or 2.03(18) with respect
to a Global Security representing Bearer Securities, Bearer Securities of such
series may be exchanged for Registered Securities (if the Debt Securities of
such series are issuable as Registered Securities) or Bearer Securities of the
same series, of any authorized denomination or denominations, of like tenor and
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at the office or agency of the

                                       16
<PAGE>

Company maintained for such purpose, with all unmatured Coupons and all matured
Coupons in Default thereto appertaining; provided, however, that delivery of a
Bearer Security shall occur only outside the United States. If such Holder is
unable to produce any such unmatured Coupon or Coupons or matured Coupon or
Coupons in Default, such exchange may be effected if such Holder's Bearer
Securities are accompanied by payment in funds acceptable to the Company and the
Trustee in an amount equal to the face amount of such missing Coupon or Coupons,
or the surrender of such missing Coupon or Coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any paying agent harmless. If thereafter
such Holder 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 2.12, 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.

     Whenever any Debt Securities are so surrendered for exchange, the Company
shall execute, and, upon receipt of a Company Order requesting the
authentication and delivery, the Trustee shall authenticate and deliver, the
Debt Securities that 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.

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

     All Debt Securities issued in exchange for or upon transfer of Debt
Securities shall be the 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 exchange or transfer.

     No service charge shall be made for any exchange or registration of
transfer of Debt Securities (except as provided by Section 2.09), but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto, other than those
expressly provided in this Indenture to be made at the Company's own expense or
without expense or without charge to the Holders.

     The Company shall not be required (a) to issue, register the transfer of or
exchange any Debt Securities for a period of 15 days next preceding the day of
any mailing of notice of redemption of Debt Securities of such series or (b) to
register the transfer of or exchange any Debt Securities selected, called or
being called for

                                       17
<PAGE>

redemption; provided, however, that, if specified pursuant to Section 2.03, any
Bearer Securities of any series that are exchangeable for Registered Securities
and that are called for redemption pursuant to Section 3.02 may, to the extent
permitted by applicable law, be exchanged for one or more Registered Securities
of such series during the period preceding the redemption date therefor.

     Prior to the due presentation for registration of transfer of any Debt
Security, the Company, the Trustee, any paying agent or any Registrar may deem
and treat the Person in whose name a Debt Security is registered as the absolute
owner of such Debt Security for the purpose of receiving payment of principal
of, and premium, if any, and interest on, such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and none of
the Company, the Trustee, any paying agent or Registrar shall be affected by
notice to the contrary.

     Title to any Bearer Security and any Coupons appertaining thereto shall
pass by delivery.  The Company, the Trustee, the paying agent and any agent of
the Company or the Trustee may treat the bearer of any Bearer Security and the
bearer of any Coupon as the absolute owner of such Bearer Security or Coupon for
the purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Bearer Security or Coupon be overdue,
and none of the Company, the Trustee, the paying agent or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

     SECTION 2.08.  Temporary Debt Securities.  Pending the preparation of
                    -------------------------
definitive Debt Securities of any series, the Company may execute and, upon
receipt of a Company Order requesting the authentication and delivery, the
Trustee shall authenticate and deliver temporary Debt Securities (printed,
lithographed, photocopied, typewritten or otherwise produced) of any authorized
denomination, and substantially in the form of the definitive Debt Securities in
lieu of which they are issued, in registered form or, if authorized, in bearer
form with one or more Coupons or without Coupons, and with such omissions,
insertions and variations as may be appropriate for temporary Debt Securities
and Coupons, all as may be determined by the Company with the concurrence of the
Trustee. Temporary Debt Securities and Coupons may contain such reference to any
provisions of this Indenture as may be appropriate. Every temporary Debt
Security shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Debt Securities.

     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. Except as otherwise specified as contemplated by Section
2.03(8)(z) with respect to a series of Debt Securities issuable as Bearer
Securities or as one or more Global Securities representing individual Bearer
Securities of the series, (a) 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 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 thereof,
except as

                                       18
<PAGE>

provided in Section 2.07 in connection with a transfer and except that a Person
receiving definitive Bearer Securities shall bear the cost of insurance,
postage, transportation and the like unless otherwise specified pursuant to
Section 2.03, and (b) upon surrender for cancellation of any one or more
temporary Debt Securities of any series (accompanied by any unmatured Coupons
appertaining thereto), the Company shall execute and, upon receipt of a Company
Order requesting the authentication and delivery, 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 like tenor;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided, further, however,
that delivery of a Global Security representing individual Bearer Securities or
a Bearer Security shall occur only outside the United States. Until so
exchanged, temporary Debt Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Debt Securities
of such series, except as otherwise specified as contemplated by Section
2.03(8)(y) with respect to the payment of interest on Global Securities in
temporary form.

     Unless otherwise specified pursuant to Section 2.03, the Company will
execute and deliver each definitive Global Security representing individual
Bearer Securities and each Bearer Security to the Trustee at its principal
office in London or such other place outside the United States specified
pursuant to Section 2.03.

     Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount to
exchanged and endorsed.

     SECTION 2.09.  Mutilated, Destroyed, Lost or 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 receipt of a Company Order requesting the authentication
and delivery, 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 tenor,
form, terms and 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. Upon the issuance of any substituted Debt Security, the Company
may require the payment of a sum sufficient to cover any tax or other

                                       19
<PAGE>

governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debt Security or Coupon which has
matured or is about to mature or which has been called for redemption shall
become mutilated or be destroyed, lost or stolen, the Company may, instead of
issuing a substituted Debt Security or Coupon, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated Debt
Security or Coupon) if the applicant for such payment shall furnish the Company
and the Trustee with such security or indemnity as either may require to save it
harmless from all risk, however remote, and, in case of destruction, loss or
theft, evidence to the satisfaction of the Company and the Trustee of the
destruction, loss or theft of such Debt Security or Coupon and of the ownership
thereof; provided, however, that payment of principal of, and premium, if any,
and interest on, Bearer Securities or Coupons shall, except as otherwise
provided in Section 2.12, be payable only at an office or agency located outside
the United States.

     Every substituted Debt Security of any series, with its Coupons, if any,
issued pursuant to the provisions of this Section 2.09 by virtue of the fact
that any Debt Security or Coupon is destroyed, lost or stolen shall constitute
an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security or Coupon shall be found at any time,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of that series and
Coupons, if any, duly issued hereunder.  All Debt Securities and Coupons, if
any, shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities or Coupons, and shall
preclude any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

     SECTION 2.10.  Cancellation of Surrendered Debt Securities.  All Debt
                    -------------------------------------------
Securities surrendered for payment, redemption, registration of transfer or
exchange and all Coupons surrendered for payment or exchange shall, if
surrendered to the Company or any paying agent or a Registrar, be delivered to
the Trustee for cancellation by it, or if surrendered to the Trustee, shall be
canceled by it, and no Debt Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. All canceled Debt Securities and Coupons held by the Trustee shall be
destroyed (subject to the record retention requirements of the Exchange Act) and
certification of their destruction (or retention) delivered to the Company,
unless otherwise directed. On request of the Company, the Trustee shall deliver
to the Company canceled Debt Securities and Coupons held by the Trustee. If the
Company shall acquire any of the Debt Securities or Coupons, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented thereby unless and until the same are delivered or
surrendered to the Trustee for cancellation. The Company may not issue new Debt
Securities or Coupons to replace Debt Securities or Coupons it has redeemed,
paid or delivered to the Trustee for cancellation.

     SECTION 2.11.  Provisions of the Indenture and Debt Securities for the
                    -------------------------------------------------------
Sole Benefit of the Parties and the Holders.  Nothing in this Indenture or in
-------------------------------------------
the Debt Securities

                                       20
<PAGE>

or Coupons, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto, the Holders or any Registrar or paying
agent, any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
its covenants, conditions and provisions being for the sole benefit of the
parties hereto, the Holders and any Registrar and paying agents.

     SECTION 2.12.  Payment of Interest; Interest Rights Preserved.  (a)
                    ----------------------------------------------
Interest on any Registered Security that is payable and is punctually paid or
duly provided for on any interest payment date shall be paid to the Person in
whose name such Registered Security 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. In case a Coupon Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any regular record
date and before the opening of business (at such office or agency) on the next
succeeding interest payment date, such Coupon Security shall be surrendered
without the Coupon relating to such interest payment date and interest will not
be payable on such interest payment date in respect of the Registered Security
issued in exchange for such Coupon Security, but will be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture. Payment of interest on Registered Securities shall be made at the
corporate trust office of the Trustee (except as otherwise specified pursuant to
Section 2.03), 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 Debt Security
Register or, if provided by the terms of the Registered Securities pursuant to
Section 2.03 and in accordance with arrangements satisfactory to the Trustee, at
the option of the Registered Holder by wire transfer to an account designated by
the Registered Holder.

          (b)  No interest shall be payable with respect to a Bearer Security or
Coupon unless such certification requirements as are specified pursuant to
Section 2.03(8) are satisfied with respect to such Bearer Security or Coupon.
Interest on any Coupon Security that is payable and is punctually paid or duly
provided for on any interest payment date shall be paid to the Holder of the
Coupon that has 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 2.03.

     Interest on any Bearer Security (other than a Coupon Security) that 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 2.03.

     Unless otherwise specified pursuant to Section 2.03, at the direction of
the Holder of any Bearer Security or Coupon payable in Dollars, and subject to
applicable laws and regulations, payments in respect of such Bearer Security or
Coupon will be made by

                                       21
<PAGE>

check drawn on a bank in New York, New York or, if provided by the terms of such
Bearer Security or Coupon pursuant to Section 2.03 and in accordance with
arrangements satisfactory to the Trustee, by wire transfer to a Dollar account
maintained by such Holder with a bank 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 2.03, 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, if provided by the terms of such
Bearer Security or Coupon pursuant to Section 2.03 and in accordance with
arrangements satisfactory to the Trustee, 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 transfer to an account maintained
by the Holder thereof in the United States.

          (c)  Subject to the foregoing provisions of this Section 2.12 and
Section 2.17, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debt Security of the same series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

     SECTION 2.13.  Securities Denominated in Foreign Currencies.  (a) Except as
                    --------------------------------------------
otherwise specified pursuant to Section 2.03 for Bearer Securities of any
series, payment of the 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)  Except as otherwise specified pursuant to Section 2.03 for
Registered Securities of any series, payment of the principal of, and premium,
if any, and interest on, Registered Securities of such series denominated in any
Currency will be made in Dollars.

          (c)  For the purposes of calculating the principal amount of Debt
Securities of any series denominated in a Foreign Currency or in units of two or
more Foreign Currencies (including European Currency Units) for any purpose
under this Indenture, the principal amount of such Debt Securities at any time
Outstanding shall be deemed to be the Dollar Equivalent of such principal amount
as of the date of any such calculation.

     In the event any Foreign Currency or Currencies or units of two or more
Currencies in which any payment with respect to any series of Debt Securities
may be made ceases to be a freely convertible Currency on United States Currency
markets, for any date thereafter on which payment of principal of, or premium,
if any, or interest on, the Debt Securities of a series is due, the Company
shall select the Currency of payment for use on such date, all as provided in
the Debt Securities of such series.  In such event, the Company shall notify the
Trustee of the Currency which it has selected to constitute

                                       22
<PAGE>

the funds necessary to meet the Company's obligations on such payment date and
of the amount of such Currency to be paid. Such amount shall be determined as
provided in the Debt Securities of such series. The payment with respect to such
payment date shall be deposited with the Trustee by the Company solely in the
Currency so selected.

     SECTION 2.14.  Wire Transfers.  Notwithstanding any other provision to the
                    --------------
contrary in this Indenture, the Company may make any payment of monies required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on, the Debt Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer in
immediately available funds to an account designated by the Trustee on or before
the date such moneys are to be paid to the Holders of the Debt Securities in
accordance with the terms hereof.

     SECTION 2.15.  Securities Issuable in the Form of a Global Security.  (a)
                    ----------------------------------------------------
If the Company shall establish pursuant to Sections 2.01 and 2.03 that the Debt
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee or its agent shall, upon receipt of a Company Order requesting
authentication and delivery in accordance with Section 2.05, authenticate and
deliver, such Global Security or Securities, which (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 such Global
Security or Securities, or such portion thereof as the Company shall specify in
an Officers' Certificate, (ii) shall be registered in the name of the Depositary
for such Global Security or Securities or its nominee, (iii) shall be delivered
by the Trustee or its agent to the Depositary or pursuant to the Depositary's
instruction and (iv) shall bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for the individual Debt
Securities represented hereby, this Global Security may not be transferred
except as whole by the Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary", or such other legend as may then be required by the
Depositary for such Global Security or Securities.

          (b)  Notwithstanding any other provision of this Section 2.15 or of
Section 2.07 to the contrary, and subject to the provisions of paragraph (c)
below, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for definitive Debt Securities in
registered form, a Global Security may be transferred, in whole but not in part
and in the manner provided in Section 2.07, only by the Depositary to a nominee
of the Depositary for such Global Security, or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.

          (c)  (i) If at any time the Depositary for a Global Security or
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or Securities or if at any time the
Depositary for the Debt Securities for

                                       23
<PAGE>

such series shall no longer be eligible or in good standing under the Exchange
Act or other applicable statute or regulation, the Company shall appoint a
successor Depositary with respect to such Global Security or Securities. If a
successor Depositary for such Global Security or Securities is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company shall execute, and the Trustee or its
agent, upon receipt of a Company Order for the authentication and delivery of
such individual Debt Securities of such series in exchange for such Global
Security, will authenticate and deliver, individual Debt Securities of such
series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such
Global Security or Securities.

     (ii)  The Company may at any time and in its sole discretion determine that
the Debt Securities of any series or portion thereof issued or issuable in the
form of one or more Global Securities shall no longer be represented by such
Global Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Debt Securities of such series in exchange in whole or in part for
such Global Security, will authenticate and deliver individual Debt Securities
of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such series or portion thereof
in exchange for such Global Security or Securities.

     (iii) If specified by the Company pursuant to Sections 2.01 and 2.03 with
respect to Debt Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Debt Securities of such series of
like tenor and terms in definitive form on such terms as are acceptable to the
Company, the Trustee and such Depositary. Thereupon the Company shall execute,
and the Trustee upon receipt of a Company Order for the authentication and
delivery of definitive Debt Securities of such series, shall authenticate and
deliver, without service charge, (1) to each Person specified by such Depositary
a new Debt Security or Securities of the same series of like tenor and terms and
of any authorized denomination as requested by such Person in aggregate
principal amount equal to and in exchange for such Person's beneficial interest
in the Global Security; and (2) to such Depositary a new Global Security of like
tenor and terms and in an authorized denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Debt Securities delivered to Holders thereof.

     (iv)  In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee, upon receipt of a Company
Order requesting the authentication and delivery of individual Debt Securities,
will authenticate and deliver individual Debt Securities. Upon the exchange of
the entire principal amount of a Global Security for individual Debt Securities,
such Global Security shall be canceled by the Trustee or its agent. Except as
provided in the preceding paragraph, Registered Securities issued in exchange
for a Global Security pursuant to this Section 2.15 shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or

                                       24
<PAGE>

otherwise, shall instruct the Trustee or the Registrar. The Trustee or the
Registrar shall deliver such Registered Securities to the Persons in whose names
such Registered Securities are so registered.

     (v)  Payments in respect of the principal of, premium, if any, and interest
on any Debt Securities registered in the name of the Depositary or its nominee
will be payable to the Depositary or such nominee in its capacity as the
registered owner of such Global Security. The Company and the Trustee may treat
the person in whose names the Debt Securities, including the Global Security,
are registered as the owner thereof for the purpose of receiving such payments
and for any and all other purposes whatsoever. None of the Company, the Trustee,
any Registrar, the paying agent or any agent of the Company or the Trustee will
have any responsibility or liability for (a) any aspect of the records relating
to or payments made on account of the beneficial ownership interests of the
Global Security by the Depositary or its nominee or any of the Depositary's
direct or indirect participants, or for maintaining, supervising or reviewing
any records of the Depositary, its nominee or any of its direct or indirect
participants relating to the beneficial ownership interests of the Global
Security, (b) the payments to the beneficial owners of the Global Security of
amounts paid to the Depositary or its nominee, or (c) for any other matter
relating to the actions and practices of the Depositary, its nominee or any of
its direct or indirect participants. None of the Company, the Trustee or any
such agent will be liable for any delay by the Depositary, its nominee, or any
of its direct or indirect participants in identifying the beneficial owners of
the Debt Securities, and the Company and the Trustee may conclusively rely on,
and will be protected in relying on, instructions from the Depositary or its
nominee for all purposes (including with respect to the registration and
delivery, and the respective principal amounts, of the Debt Securities to be
issued).

     The Trustee shall deliver individual Bearer Securities issued in exchange
for a Global Security pursuant to this Section 2.15 to the Persons and in such
authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee; provided, however, that individual Bearer Securities shall
be delivered in exchange for a Global Security only in accordance with the
procedures set forth in Section 2.07 and as may be specified pursuant to Section
2.03.

     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.

     SECTION 2.16.  Medium Term Securities.  Notwithstanding any contrary
                    ----------------------
provision herein, if all Debt Securities of a series are not to be originally
issued at one time, it shall not be necessary for the Company to deliver to the
Trustee an Officers' Certificate, resolutions of the Board of Directors,
supplemental indenture, Opinion of Counsel or Company Order or any other
document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 12.05 at or
prior to the time of authentication of each Debt Security of such series if such
documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first such Debt Security of such

                                       25
<PAGE>

series to be issued; provided, that any subsequent request by the Company to the
Trustee to authenticate Debt Securities of such series upon original issuance
shall constitute a representation and warranty by the Company that, as of the
date of such request, the statements made in the Officers' Certificate delivered
pursuant to Section 2.05 and 12.05 shall be true and correct as if made on such
date and that the Opinion of Counsel delivered at or prior to such time of
authentication of an original issuance of Debt Securities shall specifically
state that it shall relate to all subsequent issuances of Debt Securities of
such series that are identical to the Debt Securities issued in the first
issuance of Debt Securities of such series.

     A Company Order delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Debt
Securities which are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time upon the written
order delivered to the Trustee or its agent by Persons designated in such
Company Order and that such Persons are authorized to determine, consistent with
the Officers' Certificate, supplemental indenture or resolution of the Board of
Directors relating to such Company Order, such terms and conditions of such Debt
Securities as are specified in such Officers' Certificate, supplemental
indenture or such resolution.

     SECTION 2.17.  Defaulted Interest.  (a) Any interest on any Debt Security
                    ------------------
of a particular series which is payable, but is not punctually paid or duly
provided for, on the dates and in the manner provided in the Debt Securities of
such series and in this Indenture (herein called "Defaulted Interest") shall, if
such Debt Security is a Registered Security, forthwith cease to be payable to
the Registered Holder thereof on the relevant record date by virtue of 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 (i) or (ii) below:

                    (i)  The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such series
are registered at the close of business on a special record date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Registered Security of such series and the date
of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such special record date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the special record date therefor to be mailed, first class postage pre-paid,
to each Holder thereof at its address as it appears in

                                       26
<PAGE>

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 so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Registered Securities of such series are
registered at the close of business on such special record date. In case a
Coupon Security of any such series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in a
Place of Payment for such series) on any special record date and before the
opening of business (at such office or agency) on the related proposed date of
payment of Defaulted Interest, such Coupon Security shall be surrendered without
the Coupon relating to such proposed date of payment and Defaulted Interest will
not be payable on such proposed date of payment in respect of the Registered
Security issued in exchange for such Coupon Security, but will be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

                    (ii)  The Company may make payment of any Defaulted Interest
on the Registered Securities of such series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Registered Securities of such series 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.

          (b)  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 13.03
not more than 25 days and not less than 20 days prior to the date of the
proposed payment.

     SECTION 2.18.  Judgments.  The Company may provide pursuant to Section 2.03
                    ---------
for Debt Securities of any series that (a) the obligation, if any, of the
Company to pay the principal of, and premium, if any, and interest on, the Debt
Securities of any series in a Foreign Currency or Dollars (the "Designated
Currency") as may be specified pursuant to Section 2.03 is of the essence and
agrees that, to the fullest extent possible under applicable law, judgments in
respect of Debt Securities of such series shall be given in the Designated
Currency; (b) the obligation of the Company to make payments in the Designated
Currency of the principal of, and premium, if any, and interest on, such Debt
Securities shall, notwithstanding any payment in any other Currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the Designated Currency that the Holder receiving such payment may, in
accordance with normal banking procedures, purchase with the sum paid in such
other Currency (after any premium and cost of exchange) on the business day in
the country of issue of the Designated Currency or in the international banking
community (in the case of a composite currency) immediately following the day on
which such Holder receives such payment; (c) if the amount in the Designated
Currency that may be so purchased for any reason falls short of the amount
originally due, the Company shall pay such additional

                                       27
<PAGE>

amounts as may be necessary to compensate for such shortfall; and (d) any
obligation of the Company not discharged by such payment shall be due as a
separate and independent obligation and, until discharged as provided herein,
shall continue in full force and effect.

                                  ARTICLE III
                         Redemption of Debt Securities

     SECTION 3.01.  Applicability of Article.  The provisions of this Article
                    ------------------------
shall be applicable to the Debt Securities of any series which are redeemable
before their Stated Maturity except as otherwise specified as contemplated by
Section 2.03 for Debt Securities of such series.

     SECTION 3.02.  Tax Redemption; Special Tax Redemption.  (a) Unless
                    --------------------------------------
otherwise specified pursuant to Section 2.03, Bearer Securities of any series
may be redeemed at the option of the Company in whole, but not in part, at any
time, on giving not less than 30 or more than 60 days' notice in accordance with
Section 3.03 (which notice shall be irrevocable), at the redemption price
thereof (calculated without premium), plus interest accrued to the redemption
date, if the Company has or will become obligated to pay additional interest on
such Bearer Securities pursuant to Section 4.06 as a result of any change in, or
amendment to, the laws (or any regulations or rulings promulgated thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, or any change in the application or official interpretation of such
laws, regulations or rulings, which change or amendment becomes effective on or
after the date on which any Person (including any Person acting as underwriter,
broker or dealer) agrees to purchase any of such Bearer Securities pursuant to
their original issuance, and such obligation cannot be avoided by the Company
taking reasonable measures available to it; provided, that no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such additional interest were a
payment in respect of the Bearer Securities of that series then due. Prior to
the publication of any notice of redemption pursuant to this Section 3.02(a),
the Company shall deliver to the Trustee (i) an Officers' Certificate stating
that the Company is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the
Company so to redeem have occurred and (ii) an Opinion of Counsel to the effect
that the Company has or will become obligated to pay such additional interest as
a result of such change or amendment.

          (b)  Unless otherwise specified pursuant to Section 2.03, if the
Company shall determine that any payment made outside the United States by the
Company or any of its paying agents in respect of any Bearer Security or Coupon,
if any, that is not a Floating Rate Security (an "Affected Security") would,
under any present or future laws or regulations of the United States, be subject
to any certification, documentation, information or other reporting requirement
of any kind, the effect of which requirement is the disclosure to the Company,
any paying agent or any governmental authority of the nationality, residence or
identity of a beneficial owner of such Affected Security that is a United States
Alien (other than the certification requirements specified in Treas. Reg. 1.163-
5(c)(2)(i)(D)(3) and other than such a

                                       28
<PAGE>

requirement (i) that would not be applicable to a payment made by the Company or
any one of its paying agents (A) directly to the beneficial owner or (B) to a
custodian, nominee or other agent of the beneficial owner, or (ii) that can be
satisfied by such custodian, nominee or other agent certifying to the effect
that the beneficial owner is a United States Alien; provided, that, in any case
referred to in clause (i)(B) or (ii), payment by the custodian, nominee or agent
to the beneficial owner is not otherwise subject to any such requirement), then
the Company shall elect either (x) to redeem such Affected Securities in whole,
but not in part, at the redemption price thereof (calculated without premium),
plus interest accrued to the redemption date, or (y) if the conditions of the
next succeeding paragraph are satisfied, to pay the additional interest
specified in such paragraph. The Company shall make such determination as soon
as practicable and publish prompt notice thereof in accordance with Section
13.03 (the "Determination Notice"), stating the effective date of such
certification, documentation, information or other reporting requirement,
whether the Company elects to redeem the Affected Securities or to pay the
additional interest specified in the next succeeding paragraph and (if
applicable) the last date by which the redemption of the Affected Securities
must take place, as provided in the next succeeding sentence. If any Affected
Securities are to be redeemed pursuant to this paragraph, the redemption shall
take place on such date, not later than one year after the publication of the
Determination Notice, as the Company shall specify by notice given to the
Trustee at least 60 days before the redemption date. Notice of such redemption
shall be given to the Holders of the Affected Securities not more than 60 days
or less than 30 days prior to the redemption date in accordance with Section
3.03. Notwithstanding the foregoing, the Company shall not so redeem the
Affected Securities if the Company shall subsequently determine, not less than
30 days prior to the redemption date, that subsequent payments on the Affected
Securities would not be subject to any such certification, documentation,
information or other reporting requirement, in which case the Company shall
publish prompt notice of such subsequent determination in accordance with
Section 13.03, and any earlier redemption notice given pursuant to this
paragraph shall be revoked and of no further effect. Prior to the publication of
any Determination Notice pursuant to this paragraph, the Company shall deliver
to the Trustee (i) an Officers' Certificate stating that the Company is entitled
to make such determination and setting forth a statement of facts showing that
the conditions precedent to the obligation of the Company to redeem the Affected
Securities or to pay the additional interest specified in the next succeeding
paragraph have occurred and (ii) an Opinion of Counsel to the effect that such
conditions have occurred.

     If and so long as the certification, documentation, information or other
reporting requirement referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Company
may elect to pay as additional interest such amounts as may be necessary so that
every net payment made outside the United States following the effective date of
such requirement by the Company or any of its paying agents in respect of any
Affected Security of which the beneficial owner is a United States Alien (but
without any requirement that the nationality, residence or identity of such
beneficial owner be disclosed to the Company, any paying agent or any
governmental authority) (after deduction or withholding for or on account of
such backup withholding tax or similar charge that (i) would not be applicable
in the circumstances referred to in the parenthetical clause of the first
sentence of the preceding paragraph or

                                       29
<PAGE>

(ii) is imposed as a result of presentation of any such Affected Security for
payment more than 15 days after the date on which such payment became due and
payable or on which payment thereof was duly provided for, whichever occurred
later), will not be less than the amount provided in any such Affected Security
to be then due and payable. If the Company elects to pay additional interest
pursuant to this paragraph, the Company shall have the right to redeem the
Affected Securities at any time in whole, but not in part, at the redemption
price thereof (calculated without premium), plus interest accrued to the
redemption date, subject to the provisions of the last three sentences of the
immediately preceding paragraph. If the Company elects to pay additional
interest pursuant to this paragraph and the condition specified in the first
sentence of this paragraph should no longer be satisfied, then the Company shall
redeem the Affected Securities in whole, but not in part, at the redemption
price thereof (calculated without premium), plus interest accrued to the
redemption date, subject to the provisions of the last three sentences of the
immediately preceding paragraph. Any redemption payments made by the Company
pursuant to the two immediately preceding sentences shall be subject to the
continuing obligation of the Company to pay additional interest pursuant to this
paragraph. If the Company elects to, or is required to, redeem the Affected
Securities pursuant to this paragraph, it shall publish prompt notice thereof in
accordance with Section 13.03. If the Affected Securities are to be redeemed
pursuant to this paragraph, the redemption shall take place on such date, not
later than one year after publication of the notice of redemption, as the
Company shall specify by notice to the Trustee at least 60 days prior to the
redemption date.

     SECTION 3.03.  Notice of Redemption; Selection of Debt Securities.  In case
                    --------------------------------------------------
the Company shall desire to exercise the right to redeem all or, as the case may
be, any part of the Debt Securities of any series in accordance with their
terms, the Company shall notify the Trustee and deliver certain documents as set
forth in the third paragraph of this Section 3.03 and shall fix a date for
redemption and shall give notice of such redemption at least 30 and not more
than 60 days prior to the date fixed for redemption to the Holders of Debt
Securities of such series so to be redeemed as a whole or in part, in the manner
provided in Section 13.03. The notice if given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, failure to give such notice or any
defect in the notice to the Holder of any Debt Security of a series designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security of such series.

     Each such notice of redemption shall specify the date fixed for redemption,
the redemption price at which Debt Securities of such series are to be redeemed,
the Place or Places of Payment that payment will be made upon presentation and
surrender of such Debt Securities, that any interest accrued to the date fixed
for redemption will be paid as specified in said notice, that the redemption is
for a sinking fund payment (if applicable), 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, if the Bearer Securities of any series
are to be redeemed and any Registered Securities of such series are not to be

                                       30
<PAGE>

redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on the applicable redemption date pursuant
to Section 2.15(c) or otherwise, the last date on which such exchanges may be
made, that, unless the Company defaults in making such redemption payment or the
paying agent is prohibited from making such payment pursuant to the terms of
this Indenture, on and after the redemption date any interest thereon or on the
portions thereof to be redeemed will cease to accrue, that in the case of
Original Issue Discount Securities, original issue discount accrued after the
date fixed for redemption will cease to accrue, and the terms of the Debt
Securities of that series pursuant to which the Debt Securities of that series
are being redeemed. If less than all the Debt Securities of a series are to be
redeemed the notice of redemption shall specify the CUSIP numbers of the Debt
Securities of that series to be redeemed. In case any Debt Security of a series
is to be redeemed in part only, the notice of redemption shall state the portion
of the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Debt Security, a new Debt
Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof, and with appropriate Coupons, will be issued.

     At least 60 days before the redemption date unless the Trustee consents to
a shorter period, the Company shall give notice to the Trustee of the redemption
date, the principal amount of Debt Securities to be redeemed and the series and
terms of the Debt Securities pursuant to which such redemption will occur. Such
notice shall be accompanied by an Officers' Certificate and an Opinion of
Counsel from the Company to the effect that such redemption will comply with the
conditions herein. If fewer than all the Debt Securities of a series are to be
redeemed, the record date relating to such redemption shall be selected by the
Company and given to the Trustee, which record date shall be not less than 15
days after the date of notice to the Trustee.

     On or prior to the redemption date for any Registered 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) an
amount of money in the Currency in which such Debt Securities are denominated
(except as provided pursuant to Section 2.03) sufficient to pay the redemption
price, plus interest accrued to the redemption date, of such Registered
Securities or any portions thereof that are to be redeemed on that date. In the
case of any redemption pertaining to Bearer Securities or Coupon Securities, the
Company shall, no later than the business day prior to such redemption date,
deposit with the Trustee or with a paying agent (other than the Company) an
amount of money in the Currency in which such Debt Securities are denominated
(except as provided pursuant to Section 2.03) sufficient to pay the redemption
price, plus interest accrued to the redemption date, of such Bearer Securities
or Coupon Securities or any portion thereof that are to be redeemed on the
redemption date.

     If less than all the Debt Securities of like tenor and terms of a series
are to be redeemed (other than pursuant to mandatory sinking fund redemptions)
the Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Debt Securities of that series or portions thereof (in
multiples of $1,000) to be redeemed. In any case where 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

                                       31
<PAGE>

as if it were represented by one Registered Security of such series. 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. If any Debt Security
called for redemption shall not be so paid upon surrender thereof on such
redemption date, the principal, premium, if any, and interest shall bear
interest until paid from the redemption date at the rate borne by the Debt
Securities of that series. If less than all the Debt Securities of unlike tenor
and terms of a series are to be redeemed, the particular Debt Securities to be
redeemed shall be selected by the Company. Provisions of this Indenture that
apply to Debt Securities called for redemption also apply to portions of Debt
Securities called for redemption.

     SECTION 3.04.  Payment of Debt Securities Called for Redemption.  If
                    ------------------------------------------------
notice of redemption has been given as provided in Section 3.03, the Debt
Securities or portions of Debt Securities of the series with respect to which
such notice has been given shall become due and payable on the date and at the
Place or Places of Payment stated in such notice at the applicable redemption
price, together with any interest accrued to the date fixed for redemption, and
on and after said date (unless the Company shall default in the payment of such
Debt Securities at the applicable redemption price, together with any interest
accrued to said date) any interest on the Debt Securities or portions of Debt
Securities of any series so called for redemption shall cease to accrue, any
original issue discount in the case of Original Issue Discount Securities shall
cease to accrue and any Coupons for such interest appertaining to any Coupon
Securities to be redeemed, except to the extent described below, shall be void.
On presentation and surrender of such Debt Securities at the Place or Places of
Payment in said notice specified, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with any interest accrued thereon to the date fixed
for redemption (except for interest accrued in respect of any Debt Securities or
portions thereof called for redemption that have been delivered by the Company
to the Trustee for cancellation).

     If any Coupon Security surrendered for redemption shall not be accompanied
by all Coupons appertaining thereto maturing on or after the applicable
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 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.

          Any Debt Security that is to be redeemed only in part shall be
surrendered at the corporate trust office of the Trustee or such other office or
agency of the Company as is specified pursuant to Section 2.03 (in the case of
Registered Securities) and at the principal London office of the Trustee or such
other office or agency of the Company outside the United States as is specified
pursuant to Section 2.03 (in the case of Bearer Securities) with, if the
Company, the Registrar or the Trustee so

                                       32
<PAGE>

requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Registrar and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing, and the Company shall
execute, and, upon receipt of a Company Order requesting authentication and
delivery, 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; except that if
a Global Security is so surrendered, the Company shall execute, and, upon
receipt of a Company Order requesting authentication and delivery, the Trustee
shall authenticate and deliver to the Depositary for such Global Security,
without service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Security so
surrendered. 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.

     SECTION 3.05.  Mandatory and Optional Sinking Funds.  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".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Debt Securities of that series (together with
the unmatured Coupons, if any, appertaining thereto) theretofore purchased or
otherwise acquired by the Company or (b) receive credit for the principal amount
of Debt Securities of that series which have been redeemed either at the
election of the Company pursuant to the terms of such Debt Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Debt Securities; provided, that such Debt Securities have not 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 3.06.  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, 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 in which the Debt
Securities of such series are denominated (except as provided pursuant to
Section 2.03) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of that series pursuant to this Section
3.06 (which Debt Securities, if not previously redeemed, will accompany such
certificate) and whether the Company intends to exercise its right to make any
permitted optional sinking fund

                                       33
<PAGE>

payment with respect to such series. Such certificate shall also state that no
Event of Default has occurred and is continuing with respect to such series.
Such certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. Failure of the Company
to deliver such certificate (or to deliver the Debt Securities and Coupons, if
any, specified in this paragraph) shall not constitute a Default, but such
failure shall require that the sinking fund payment due on the next succeeding
sinking fund payment date for that series shall be paid entirely in cash and
shall be sufficient to redeem the principal amount of such Debt Securities
subject to a mandatory sinking fund payment without the option to deliver or
credit Debt Securities as provided in this Section 3.06 and without the right to
make any optional sinking fund payment, if any, with respect to such series.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Company shall so
request) with respect to the Debt Securities of any particular series shall be
applied by the Trustee 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 following the date of such payment) to the redemption
of such Debt Securities at the redemption price specified by the terms of such
Debt Securities for operation of the sinking fund together with any accrued
interest to the date fixed for redemption. Any sinking fund moneys not so
applied or allocated by the Trustee to the redemption of Debt Securities shall
be added to the next cash sinking fund payment received by the Trustee for such
series and, together with such payment, shall be applied in accordance with the
provisions of this Section 3.06. Any and all sinking fund moneys with respect to
the Debt Securities of any particular series held by the Trustee 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 shall be
applied by the Trustee, together with other moneys, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the
Debt Securities of that series at its Stated Maturity.

     The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 3.03 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 3.03 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. 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 3.04.

     At least one business day before 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) in cash a sum in the
Currency in which the Debt Securities of such series are denominated (except as
provided pursuant to Section 2.03) equal to any interest accrued to the date
fixed for redemption of Debt Securities or portions thereof to be redeemed on
such sinking fund payment date pursuant to this Section 3.06.

                                       34
<PAGE>

     The Trustee shall not redeem any Debt Securities of a series with sinking
fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
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 such Debt Securities;
provided, however, that in case such Event of Default or Default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next sinking fund payment date for such Debt Securities on which such moneys
may be applied pursuant to the provisions of this Section 3.06.

                                  ARTICLE IV
                           Covenants of the Company

     SECTION 4.01.  Payment of Principal of, and Premium, If Any, and Interest
                    ----------------------------------------------------------
on, Debt Securities.  The Company, for the benefit of each series of Debt
-------------------
Securities, will duly and punctually pay or cause to be paid the principal of,
and premium, if any, and interest on, each of the Debt Securities and pay any
Coupons at the Place of Payment, at the respective times and in the manner
provided herein, in the Debt Securities and in the Coupons. Each installment of
interest on the Registered Securities may, at the Company's option, be paid by
mailing checks for such interest payable to the Person entitled thereto pursuant
to Section 2.07(a) to the address of such Person as it appears on the Debt
Security Register, or if provided by the terms of the Registered Securities
pursuant to Section 2.03 and in accordance with arrangements satisfactory to the
Trustee, at the option of the Registered Holder by wire transfer to an account
designated by the Registered Holder. Any interest due on Coupon Securities on or
before the Stated Maturity of the related Debt Security, other than additional
interest, if any, payable as provided in Section 4.06 in respect of principal
of, or premium, if any, on such a Debt Security, shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. Payments of principal of or
premium, if any, on any Debt Security shall be payable only upon presentation
and surrender of the Debt Security.

     Principal, premium and interest of Debt Securities of any series shall be
considered paid on the date due if on such date the Trustee or any paying agent
holds in accordance with this Indenture money sufficient to pay in the Currency
in which the Debt Securities of such series are denominated with respect to
Bearer Securities or in Dollars with respect to Registered Securities (in each
case, except as otherwise provided pursuant to Section 2.03) all principal,
premium and interest then due.

                                       35
<PAGE>

     The Company shall pay interest on overdue principal at the rate specified
therefor in the Debt Securities and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

     SECTION 4.02.  Maintenance of Offices or Agencies for Registration of
                    ------------------------------------------------------
Transfer, Exchange and Payment of Debt Securities.  The Company will maintain in
-------------------------------------------------
each Place of Payment for any series of Debt Securities and Coupons, if any, an
office or agency where Debt Securities and Coupons of such series (but, except
as otherwise provided in Section 2.12, unless such Place of Payment is located
outside the United States, not Bearer Securities or Coupons) may be presented or
surrendered for payment, where Debt Securities of such series may be surrendered
for transfer or exchange and where notices and demands to or upon the Company in
respect of the Debt Securities and Coupons of such series and this Indenture may
be served. So long as any Bearer Securities of any series remain outstanding,
the Company will maintain for such purposes one or more offices or agencies
outside the United States in such city or cities specified pursuant to Section
2.03 and, if any Bearer Securities are listed on a securities exchange that
requires an office or agency for the payment of principal of, and premium, if
any, or interest on, such Bearer Securities in a location other than the
location of an office or agency specified pursuant to Section 2.03, the Company
will maintain for such purposes an office or agency in such location so long as
any Bearer Securities are listed on such securities exchange and such exchange
so requires. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the corporate trust
office of the Trustee (in the case of Registered Securities) and at the
principal London office of the Trustee (in the case of Bearer Securities), and
the Company hereby appoints the Trustee as its agent to receive all
presentations, surrenders, notices and demands.

     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 designation;
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 4.03.  Appointment to Fill a Vacancy in the Office of Trustee. The
                    ------------------------------------------------------
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder with respect to each series of Debt
Securities.

     SECTION 4.04.  Duties of Paying Agents, etc.  (a) The Company shall cause
                    ----------------------------
each paying agent, if any, other than the Trustee, to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04,

                                       36
<PAGE>

                    (i)   that it will hold all sums held by it as such agent
for the payment of the principal of, and premium, if any, or interest on, the
Debt Securities of any series and the payment of any related Coupons (whether
such sums have been paid to it by the Company or by any other obligor on the
Debt Securities or Coupons of such series) in trust for the benefit of the
Holders of the Debt Securities and Coupons of such series;

                    (ii)  that it will give the Trustee notice of any failure by
the Company (or by any other obligor on the Debt Securities or Coupons of such
series) to make any payment of the principal of, and premium, if any, or
interest on, the Debt Securities of such series or any payment on any related
Coupons when the same shall be due and payable; and

                    (iii) that it will at any time during the continuance of an
Event of Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held by it as such agent.

          (b)  If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of, and premium, if any, or interest on,
the Debt Securities and Coupons, if any, of any series, set aside, segregate and
hold in trust for the benefit of the Holders of the Debt Securities and Coupons
of such series a sum sufficient to pay such principal, premium, if any, or
interest so becoming due. The Company will promptly notify the Trustee of any
failure by the Company to take such action or the failure by any other obligor
on such Debt Securities or Coupons to make any payment of the principal of, and
premium, if any, or interest on, such Debt Securities or Coupons when the same
shall be due and payable.

          (c)  Anything in this Section 4.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent, as required by
this Section 4.04, 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.

          (d)  Whenever the Company shall have one or more paying agents with
respect to any series of Debt Securities and Coupons, it will, prior to each due
date of the principal of, 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, premium 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.

          (e)  Anything in this Section 4.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 4.04 is subject
to the provisions of Section 11.05.

                                       37
<PAGE>

          (f)  The Company initially appoints the Trustee as the paying agent
hereunder.

     SECTION 4.05.  Statement by Officers 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 (currently on a calendar year basis)
ending after the date hereof, an Officers' Certificate stating, as to each
officer signing such certificate, that (i) in the course of his performance of
his duties as an officer of the Company he would normally have knowledge of any
Default, (ii) whether or not to the best of his knowledge any Default occurred
during such year and (iii) if to the best of his knowledge the Company is in
Default, specifying all such Defaults and what action the Company is taking or
proposes to take with respect thereto. The Company also shall comply with
Section 314(a)(4) of the Trust Indenture Act.

     SECTION 4.06.  Payment of Additional Interest.  Unless otherwise provided
                    ------------------------------
pursuant to Section 2.03, the provisions of this Section 4.06 shall be
applicable to Bearer Securities of any series.

     The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest to the Holder of any Bearer Security or Coupon
that is a United States Alien such amounts as may be necessary so that every net
payment on such Bearer Security or Coupon, after deduction or withholding for or
on account of any present or future tax, assessment or other governmental charge
by the United States (or any political subdivision or taxing authority thereof
or therein) imposed upon or as a result of such payment, will not be less than
the amount provided in such Bearer Security or Coupon to be then due and
payable.  However, the Company will not be required to make any such payment of
additional interest for or on account of:

          (a)  any tax, assessment or other governmental charge that would not
have been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor or beneficiary of, or a
Person holding a power over, such Holder, if such Holder is an estate or a
trust, or a member or shareholder of such Holder, if such Holder is a
partnership or corporation) and the United States, including such Holder (or
such fiduciary, settlor, beneficiary, Person holding a power, member or
shareholder) being or having been a citizen or resident thereof or being or
having been engaged in trade or business or present therein or having or having
had a permanent establishment therein or (ii) such Holder's past or present
status as a personal holding company, foreign personal holding company or
private foundation or other tax-exempt organization with respect to the United
States or as a corporation that accumulates earnings to avoid United States
Federal income tax;

          (b)  any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or other governmental charge;

          (c)  any tax, assessment or other governmental charge that would not
have been imposed but for the presentation by the Holder of a Bearer Security or
Coupon

                                       38
<PAGE>

for payment more than 15 days after the date on which such payment became due
and payable or on which payment thereof was duly provided for, whichever occurs
later;

          (d)  any tax, assessment or other governmental charge that is payable
otherwise than by deduction or withholding from a payment on a Bearer Security
or Coupon;

          (e)  any tax, assessment or other governmental charge which is
required to be deducted or withheld from a payment on a Bearer Security or
Coupon because such payment is made by or through a U.S. middleman (as defined
in Proposed Treasury Regulation Section 1.6049-5(d)(1)) that, as a custodian or
nominee of the Holder, collects the payment for, or on behalf of, the Holder;

          (f)  any tax, assessment or other governmental charge that would not
have been imposed but for a failure to comply with applicable certification,
documentation, information or other reporting requirement concerning the
nationality, residence, identity or connection with the United States of the
Holder or beneficial owner of a Bearer Security or Coupon if, without regard to
any tax treaty, such compliance is required by statute or regulation of the
United States as a precondition to relief or exemption from such tax, assessment
or other governmental charge;

          (g)  any tax, assessment or other governmental charge imposed on a
Holder that actually or constructively owns ten percent or more of the combined
voting power of all classes of stock of the Company or that is a controlled
foreign corporation related to the Company through stock ownership; or

          (h)  any tax, assessment, or other governmental charge imposed on a
Holder that is a foreign bank pursuant to a determination that amounts paid or
accrued with respect to a Bearer Security or Coupon constitute interest received
by the bank on an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of the bank's trade or business (within the meaning
of Section 881(c)(3)(A) of the Code);

nor shall additional interest be paid with respect to a payment on a Bearer
Security or Coupon to a Holder that is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or a beneficial
owner would not have been entitled to the additional interest had such
beneficiary, settlor, member or beneficial owner been the Holder of such Bearer
Security or Coupon.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of, or premium, if any, or interest on, any Debt Security or
payment with respect to any Coupon of any series, such mention shall be deemed
to include mention of the payment of additional interest provided for in the
terms of such Debt Securities and this Section 4.06 to the extent that, in such
context, additional interest is, was or would be payable in respect thereof
pursuant to the provisions of this Section 4.06 and express mention of the
payment of additional interest (if applicable) in any provisions hereof

                                       39
<PAGE>

shall not be construed as excluding additional interest in those provisions
hereof where such express mention is not made.

     If the payment of additional interest becomes required in respect of the
Debt Securities of a series, at least ten days prior to the first interest
payment date with respect to which such additional interest will be payable (or
if the Debt Securities of that series will not bear interest prior to its Stated
Maturity, the first day on which a payment of principal, and premium, if any, is
made and on which such additional interest will be payable), and at least ten
days prior to each date of payment of principal, and premium, if any, or
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officers' Certificate, the Company will furnish the Trustee
and each paying agent with an Officers' Certificate that shall specify by
country the amount, if any, required to be withheld on such payments to Holders
of Debt Securities or Coupons that are United States Aliens, and the Company
will pay to the Trustee or such paying agent the additional interest, if any,
required by the terms of such Debt Securities and this Section 4.06. The Company
covenants to indemnify the Trustee and any paying agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section 4.06.

     SECTION 4.07.  Limitation on Liens.  The Company will not itself, and
                    -------------------
will not permit any Restricted Subsidiary to, incur, issue, assume or guarantee
any notes, bonds, debentures or other similar evidences of indebtedness for
money borrowed (notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed being hereinafter called "Debt") secured by
pledge of, or mortgage or other lien on, any Real Property of the Company or any
Restricted Subsidiary, or any shares of stock or Debt of any Restricted
Subsidiary (pledges, mortgages and other liens being hereinafter called
"Mortgage" or "Mortgages"), without effectively providing that the Debt
Securities (together with, if the Company shall so determine, any other Debt of
the Company or that Restricted Subsidiary then existing or thereafter created
that is not subordinate to such Securities) shall be secured equally and ratably
with (or prior to) such secured Debt (for the purpose of providing such equal
and ratable security the principal amount of such Debt Securities shall mean and
shall not be less than that principal amount which could be declared to be due
and payable pursuant to Section 6.01 on the date of the making of such effective
provision and the extent of such equal and ratable security shall be adjusted,
to the extent permitted by law, as and when that principal amount changes over
time pursuant to Section 6.01 and any other provision hereof), so long as such
secured Debt shall be so secured, unless, after giving effect thereto, the
aggregate amount of all such secured Debt plus all Attributable Debt of the
Company and its Restricted Subsidiaries in respect of Sale and Leaseback
Transactions (other than such Sale and Leaseback Transactions the proceeds of
which are applied to reduce indebtedness under clause (2) of Section 4.08) would
not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this
Section shall not apply to, and there shall be excluded from secured Debt in any
computation under this Section, Debt secured by:

          (1)  Mortgages existing as of the date of this Indenture;

                                       40
<PAGE>

          (2)  Mortgages on property of, or on any shares of stock (or other
interest in) or Debt of, any corporation, association, partnership or other
entity existing at the time such entity becomes a Restricted Subsidiary or an
obligor under this Indenture;

          (3)  Mortgages in favor of the Company or any Restricted Subsidiary by
a Restricted Subsidiary;

          (4)  Mortgages (including the assignment of moneys due or to become
due thereon) in favor of the United States of America or any state thereof, or
any agency, department or other instrumentality thereof, to secure progress,
advance or other payments pursuant to any contract or provision of any statute;

          (5)  Mortgages on property, shares of stock or Debt existing at the
time of acquisition thereof (including acquisition through merger or
consolidation) or to secure the payment of all or any part of the purchase
price, construction cost, or development cost thereof or to secure any Debt
incurred prior to, at the time of, or within 360 days after, the acquisition of
such property or shares or Debt or the completion of any such construction or
development for the purpose of financing all or any part of the purchase price
or construction cost or development cost thereof; and

          (6)  any extension, renewal or refinancing (or successive extensions,
renewals or refinancings), as a whole or in part, of any Mortgage referred to in
the foregoing clauses (1) to (5), inclusive; provided, however, that (i) such
extension, renewal or refinancing Mortgage shall be limited to all or a part of
the same property, shares of stock or Debt that secured the Mortgage extended,
renewed or refinanced (plus improvements on such property) and (ii) the
principal amount of Debt secured by such Mortgage at such time is not increased
in an amount exceeding 105% thereof.

     SECTION 4.08.  Limitation on Sales and Leasebacks.  The Company will not
                    ----------------------------------
itself, and it will not permit any Restricted Subsidiary to, enter into any
arrangement with any bank, insurance company or other lender or investor (not
including the Company or any Restricted Subsidiary) or to which any such lender
or investor is a party, providing for the leasing by the Company or any such
Restricted Subsidiary for a period, including renewals, in excess of three years
of any Real Property that has been or is to be sold or transferred, more than
360 days after the completion of construction and commencement of full operation
thereof, by the Company or any such Restricted Subsidiary to such lender or
investor or to any Person to whom funds have been or are to be advanced by such
lender or investor on the security of such Real Property (herein referred to as
a "Sale and Leaseback Transaction") unless either:

          (1)  the Company or such Restricted Subsidiary could create Debt
secured by a Mortgage pursuant to Section 4.07 on the Real Property to be leased
back in an amount equal to the Attributable Debt with respect to such Sale and
Leaseback Transaction without equally and ratably securing the Securities, or

          (2)  the Company or such Restricted Subsidiary within 120 days after
the sale or transfer shall have been made by the Company or by any such
Restricted

                                       41
<PAGE>

Subsidiary, applies an amount equal to the net proceeds of the sale of the Real
Property sold and leased back pursuant to such arrangement to the retirement of
Debt Securities or Funded Debt of the Company or any of its Restricted
Subsidiaries.

     SECTION 4.09.  Waiver of Certain Covenants.  The Company may omit in any
                    ---------------------------
particular instance to comply with any term, provision or condition set forth in
Sections 4.07 and 4.08 with respect to the Debt Securities of any series if
before or after the time for such compliance the Holders of at least a majority
in aggregate principal amount of the Outstanding Debt Securities of such series
shall 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 so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company in respect of any such term, provision or condition shall remain
in full force and effect.

     SECTION 4.10.  Existence.  Other than in connection with a transaction
                    ---------
permitted pursuant to Article X, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if an
officer of the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the Company's business.

     SECTION 4.11.  Further Instruments and Acts.  The Company will, upon
                    ----------------------------
request of the Trustee, execute and deliver such further instruments and do such
further acts as may reasonably be necessary or proper to carry out more
effectually the purposes of this Indenture.

                                   ARTICLE V
                          Holders' Lists and Reports

     SECTION 5.01.  Company to Furnish Trustee Information as to Names and
                    ------------------------------------------------------
Addresses of Holders; Preservation of Information.  The Company covenants and
-------------------------------------------------
agrees that it will furnish or cause to be furnished to the Trustee with respect
to the Registered Securities of each series:

          (a)  not more than 15 days after each record date with respect to the
payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Registered Holders as of such record
date, and

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

provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to 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

                                       42
<PAGE>

paying agents other than the Trustee as to the names and addresses of the Bearer
Holders of all series; provided, however, that the Company shall have no
obligation to investigate any matter relating to any Bearer Holders.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (1)
contained in the most recent list furnished to it as provided in this Section
5.01 or (2) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

     The Trustee may destroy any list furnished to it as provided in this
Section 5.01 upon receipt of a new list so furnished.

     SECTION 5.02.  Communications to Holders.  Holders may communicate pursuant
                    -------------------------
to Section 312(b) of the Trust Indenture Act with other Holders with respect to
their rights under this Indenture or the Debt Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of Section
312(c) of the Trust Indenture Act.

     SECTION 5.03.  Reports by Company.  (a) The Company covenants and agrees,
                    ------------------
and any obligor hereunder shall covenant and agree, to file with the Trustee and
the Holders (in the manner and to the extent provided in Section 5.04), within
15 days after the Company or such obligor, as the case may be, is required to
file the same with the Securities and Exchange 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 said Commission may from time to time by
rules and regulations prescribe) which the Company or such obligor, as the case
may be, may be required to file with said Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company or such obligor, as the
case may be, is not required to file information, documents or reports pursuant
to either of such Sections, then to file with the Trustee, the Holders (in the
manner and to the extent provided in Section 5.04) and said Commission, in
accordance with rules and regulations prescribed from time to time by said
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.

          (b)  The Company covenants and agrees, and any obligor hereunder shall
covenant and agree, to file with the Trustee, the Holders (in the manner and to
the extent provided in Section 5.04) and the Securities and Exchange Commission,
in accordance with the rules and regulations prescribed from time to time by
said Commission, such additional information, documents, and reports with
respect to compliance by the Company or such obligor, as the case may be, with
the conditions and covenants provided for in this Indenture as may be required
from time to time by such rules and regulations.

     SECTION 5.04.  Reports by Trustee.  As promptly as practicable after each
                    ------------------
January 1 beginning with the January 1 following the date of this Indenture, and
in any

                                       43
<PAGE>

event prior to March 1 in each year, the Trustee shall mail to each Holder a
brief report dated as of December 31 of the prior year if and to the extent
required by Section 313(a) of the Trust Indenture Act. The Trustee also shall
comply with Section 313(b) of the Trust Indenture Act.

     Reports pursuant to this Section 5.04 shall be transmitted by mail:

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

          (2)  to such Bearer Holders 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 under Section 313(b)(2) of the
Trust Indenture Act, 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 5.02.

     A copy of each report at the time of its mailing to Holders shall be filed
with the Securities and Exchange Commission and each stock exchange (if any) on
which the Debt Securities of any series are listed. The Company agrees to
notify promptly the Trustee whenever the Debt Securities of any series become
listed on any stock exchange and of any delisting thereof.

     SECTION 5.05.  Record Dates for Action by Holders.  If the Company shall
                    ----------------------------------
solicit from the Holders of Debt Securities of any series any action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action), the Company may, at its
option, by resolution of the Board of Directors, fix in advance a record date
for the determination of Holders of Debt Securities entitled to take such
action, but the Company shall have no obligation to do so. Any such record date
shall be fixed at the Company's discretion. If such a record date is fixed, such
action may be sought or given before or after the record date, but only the
Holders of Debt Securities of record at the close of business on such record
date shall be deemed to be Holders of Debt Securities for the purpose of
determining whether Holders of the requisite proportion of Debt Securities of
such series Outstanding have authorized or agreed or consented to such action,
and for that purpose the Debt Securities of such series Outstanding shall be
computed as of such record date.

                                  ARTICLE VI
            Remedies of the Trustee and Holders in Event of Default

     SECTION 6.01.  Events of Default.  If any one or more of the following
                    -----------------
shall have occurred and be continuing with respect to Debt Securities of any
series (each of the following, an "Event of Default"):

          (a)  default in the payment of any installment of interest upon any
Debt Securities of that series or any payment with respect to the related
Coupons, if any, as and

                                       44
<PAGE>

when the same shall become due and payable, and continuance of such default for
a period of 30 days; or

          (b)  default in the payment of the principal of or premium, if any, on
any Debt Securities of that series as and when the same shall become due and
payable, whether at maturity, upon redemption, by declaration, upon required
repurchase or otherwise; or

          (c)  default in the payment of any sinking fund payment with respect
to any Debt Securities of that series as and when the same shall become due and
payable; or

          (d)  default in the performance, or breach, of any covenant of the
Company in this Indenture, including failure on the part of the Company to
comply with Article X, (other than a covenant or a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of a series
of Debt Securities other than that series), and continuance of such default or
breach for a period of 90 days after the date on which written notice specifying
such failure, stating that such notice is a "notice of default" hereunder, and
requiring the Company to remedy the same shall have 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 aggregate principal amount of the Debt
Securities of that series at the time Outstanding; or

          (e)  if an event of default as defined in any mortgage, indenture,
bonds, debentures, notes or instrument under which there may be issued, or by
which there may be secured or evidenced, any indebtedness of the Company for
money borrowed, whether such indebtedness now exists or shall hereafter be
created, shall happen and shall result in more than $50,000,000 (or its
equivalent in any other currency) in principal amount of such indebtedness
becoming or being declared due and payable before the date on which it would
otherwise become due and payable, and that acceleration shall not be rescinded
or annulled, or that indebtedness shall not have been discharged, within a
period of 10 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 Debt Securities of that series at the
time outstanding a written notice specifying the event of default and requiring
the Company to cause the acceleration to be rescinded or annulled or to cause
that indebtedness to be discharged and stating that such notice is a "notice of
default" hereunder; or

          (f)  the Company shall (i) voluntarily commence any proceeding or file
any petition seeking relief under Title 11 of the United States Code or any
other Federal or State bankruptcy, insolvency or similar law, (ii) consent to
the institution of, or fail to controvert within the time and in the manner
prescribed by law, any such proceeding or the filing of any such petition, (iii)
apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator or similar official for the Company or for a substantial part of
its property, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors, (vi) admit in writing its inability or fail
generally to pay its debts as they

                                       45
<PAGE>

become due, (vii) take corporate action for the purpose of effecting any of the
foregoing, or (viii) take any comparable action under any foreign laws relating
to insolvency; or

          (g)  the entry of an order or decree by a court having competent
jurisdiction in the premises for (i) relief in respect of the Company or a
substantial part of any of its property under Title 11 of the United States Code
or any other Federal or State bankruptcy, insolvency or similar law, (ii) the
appointment of a receiver, trustee, custodian, sequestrator or similar official
for the Company or for a substantial part of any of its property or (iii) the
winding-up or liquidation of the Company, and such order or decree shall
continue unstayed and in effect for 60 consecutive days; or any similar relief
is granted under any foreign laws and the order or decree stays in effect for 60
consecutive days; or

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

then and in each and every case that an Event of Default described in clause
(a), (b), (c), (d), (e) or (h) with respect to Debt Securities of that series at
the time Outstanding occurs and is continuing, unless the principal of and
interest on all the Debt Securities of that series shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Debt Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal of (or, if the Debt Securities of that
series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of that series) and interest
on all the Debt Securities of that series to be due and payable immediately, and
upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Debt Securities or Coupons
appertaining thereto of that series contained to the contrary notwithstanding.
If an Event of Default described in clause (f) or (g) occurs, then and in each
and every such case, unless the principal of and interest on all the Debt
Securities shall have become due and payable, the principal of (or, if any Debt
Securities are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms thereto) and interest on all
the Debt Securities then Outstanding hereunder shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders, anything in this Indenture or in the Debt Securities
contained to the contrary notwithstanding.

     In case the Trustee or any Holder shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee or such Holder, then and in
every such case the parties hereto shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the parties hereto shall continue as though no such proceeding had been taken.

     The Holders of a majority in principal amount of the Debt Securities of a
particular series by notice to the Trustee may rescind an acceleration and its

                                       46
<PAGE>

consequences if the rescission would not conflict with any judgment or decree
already rendered and if all existing Events of Default have been cured or waived
except nonpayment of principal or interest that has become due solely because of
acceleration.  Upon any such rescission, the parties hereto shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the parties hereto shall continue as though no such
proceeding had been taken.

     The foregoing Events of Default shall constitute Events of Default whatever
the reason for any such Event of Default and whether it is voluntary or
involuntary or is effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body.

     The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event which with the giving of notice and the lapse of time would become an
Event of Default under clause (d), (e) or (h) indicating its status and what
action the Company is taking or proposes to take with respect thereto.

     SECTION 6.02.  Collection of Indebtedness by Trustee, etc.  If an Event of
                    ------------------------------------------
Default occurs and is continuing, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and unpaid
or enforce the performance of any provision of the Debt Securities of the
affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon the Debt Securities,
and the Coupons, if any, appertaining thereto, of such series (and collect in
the manner provided by law out of the property of the Company or any other
obligor wherever situated upon the Debt Securities and Coupons of such series)
the moneys adjudged or decreed to be payable.

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor upon the Debt Securities and
Coupons, if any, of any series under Title 11 of the United States Code or any
other Federal or State bankruptcy, insolvency or similar law, or in case a
receiver, trustee or other similar official shall have been appointed for its
property, or in case of any other similar judicial proceedings relative to the
Company or any other obligor upon the Debt Securities of any series, its
creditors or its property, the Trustee, irrespective of whether the principal of
Debt Securities and Coupons, if any, of any series shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this
Section 6.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal, premium, if any, and interest (or, if the Debt Securities
of such series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of such series) 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 reasonable compensation to
the

                                       47
<PAGE>

Trustee, its agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith) and of the Holders thereof allowed
in any such judicial proceedings relative to the Company, or any other obligor
upon the Debt Securities and Coupons of such series, its creditors or its
property, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of such Holders and of the Trustee on their behalf, and
any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of such Holders to make payments to the Trustee, and, in the
event that the Trustee shall consent to the making of payments directly to such
Holders, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other reasonable expenses and liabilities incurred, and all advances made,
by the Trustee except as a result of its negligence or bad faith.

     All rights of action and of asserting claims under this Indenture, or under
any of the Debt Securities and the Coupons, if any, appertaining thereto, of any
series, may be enforced by the Trustee without the possession of any such Debt
Securities or Coupons, or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment (except for any amounts payable to the Trustee pursuant
to Section 7.06) shall be for the ratable benefit of the  Holders of all the
Debt Securities or Coupons in respect of which such action was taken.

     In case of an Event of Default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     SECTION 6.03.  Application of Moneys Collected by Trustee.  Any moneys
                    ------------------------------------------
collected by the Trustee pursuant to Section 6.02 with respect to Debt
Securities and Coupons, if any, of any series shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Debt Securities or Coupons of such
series in respect of which moneys have 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 money due the Trustee pursuant to Section
7.06;

     SECOND:  In case the principal of the Outstanding Debt Securities in
respect of which such moneys have been collected shall not have become due, to
the payment of interest on the Debt Securities or Coupons of such series in the
order of the maturity of the installments of such interest, with interest (to
the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest at the rate or Yield to

                                       48
<PAGE>

Maturity (in the case of Original Issue Discount Debt Securities) borne by the
Debt Securities or Coupons of such series, such payments to be made ratably to
the Persons entitled thereto, without discrimination or preference;

     THIRD:  In case the principal of the Outstanding Debt Securities in respect
of which such moneys have been collected shall have become due, by declaration
or otherwise, to the payment of the whole amount then owing and unpaid upon the
Debt Securities or Coupons of such series for principal and premium, if any, and
interest, with interest on the overdue principal and premium, if any, and (to
the extent that such interest has been collected by the Trustee) upon overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Debt Securities) borne by the Debt Securities or Coupons
of such series; and, in case such moneys shall be insufficient to pay in full
the whole amount so due and unpaid upon the Debt Securities and Coupons of such
series, then to the payment of such principal and premium, if any, and interest,
without preference or priority of principal and premium, if any, over interest,
or of interest over principal and premium, if any, or of any installment of
interest over any other installment of interest, or of any Debt Security or
Coupon of such series over any Debt Security or Coupon of such series, ratably
to the aggregate of such principal and premium, if any, and interest; and

     FOURTH:  The remainder, if any, shall be paid to the Company, its
successors or assigns, or to whomsoever may be lawfully entitled to receive the
same, or as a court of competent jurisdiction may direct.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.03.  At least 15 days before such record
date, the Company shall mail to each Holder and the Trustee a notice that states
the record date, the payment date and amount to be paid.

     SECTION 6.04.  Limitation on Suits by Holders.  No Holder of any Debt
                    ------------------------------
Security or Coupon of any series shall have any right by virtue or by availing
of any provision of this Indenture to institute any action or proceeding at law
or in equity or in bankruptcy or otherwise, upon or under or with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such Holder previously shall have given to the
Trustee written notice of an Event of Default with respect to Debt Securities of
that same series and of the continuance thereof and unless the Holders of not
less than 25% in aggregate principal amount of the Outstanding Debt Securities
of that series shall have made written request upon the Trustee to institute
such action or proceedings in respect of such Event of Default in its own name
as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceedings and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.06; it being
understood and intended, and being expressly covenanted by the Holder of every
Debt Security or Coupon with every other Holder and the Trustee, that no one or
more Holders shall have any right in any manner whatever by virtue or by
availing of any

                                       49
<PAGE>

provision of this Indenture to affect, disturb or prejudice the rights of any
Holders, or to obtain or seek to obtain priority over or preference to any other
such Holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all such
Holders. For the protection and enforcement of the provisions of this Section
6.04, each and every Holder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

     Notwithstanding any other provision in this Indenture, however, the right
of any Holder of any Debt Security or Coupon to receive payment of the principal
of, and premium, if any, and (subject to Section 2.12) interest on, such Debt
Security or Coupon, on or after the respective due dates expressed in such Debt
Security, and to institute suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

     SECTION 6.05.   Remedies Cumulative; Delay or Omission in Exercise of
                     -----------------------------------------------------
Rights Not a Waiver of Default.  All powers and remedies given by this Article
------------------------------
VI to the Trustee or to the Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the Holders, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any Holder to exercise any right or power accruing upon any Default
occurring and continuing as aforesaid, shall impair any such right or power, or
shall be construed to be a waiver of any such Default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article VI or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders.

     SECTION 6.06.  Rights of Holders of Majority in Principal Amount of Debt
                    ---------------------------------------------------------
Securities to Direct Trustee and to Waive Default.  The Holders of a majority
-------------------------------------------------
in aggregate principal amount of the Debt Securities of any series at the time
Outstanding 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, however, that such direction shall not be otherwise
than in accordance with law and the provisions of this Indenture, and that
subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
shall determine that the action so directed may not lawfully be taken, or if the
Trustee shall by a responsible officer or officers determine that the action so
directed would involve it in personal liability or would be unjustly prejudicial
to Holders of Debt Securities of such series not taking part in such direction;
and provided, further, however, that nothing in this Indenture contained shall
impair the right of the Trustee to take any action deemed proper by the Trustee
and which is not inconsistent with such direction by such Holders. Prior to the
acceleration of the maturity of the Debt Securities of any series, as provided
in Section 6.01, the Holders of a majority in aggregate principal amount of the
Debt Securities of that series at the time Outstanding may on behalf of the
Holders of all the Debt Securities and any related Coupons of that series waive
any past Default or Event of Default and its consequences for that series
specified in the terms thereof as contemplated

                                       50
<PAGE>

by Section 2.03, except (i) a Default in the payment of the principal of, and
premium, if any, or interest on, any of the Debt Securities or in the payment of
any related Coupon and (ii) a Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Holder affected
thereby. In case of any such waiver, such Default shall cease to exist, any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, and the Company, the Trustee and the Holders of the
Debt Securities of that series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

     SECTION 6.07.  Trustee to Give Notice of Defaults Known to It, but May
                    -------------------------------------------------------
Withhold Such Notice in Certain Circumstances.  The Trustee shall, within 90
---------------------------------------------
days after the occurrence of a Default known to it with respect to a series of
Debt Securities or Coupons, if any, give to the Holders thereof, in the manner
provided in Section 13.03, notice of all Defaults with respect to such series
known to the Trustee, unless such Defaults shall have been cured or waived
before the giving of such notice; provided, that, except in the case of Default
in the payment of the principal of, or premium, if any, or interest on, any of
the Debt Securities or Coupons of such series or in the making of any sinking
fund payment with respect to the Debt 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 committee of directors or responsible
officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders thereof and provided further that, in
the case of any Default as described in Section 6.01(d) with respect to Debt
Securities of such series, no such notice to Holders of Debt securities of such
series shall be given until the 90th day after the date of the notice specified
in such Section shall have been given. Except with respect to a Default or an
Event of Default pursuant to Section 6.01(a), (b) or (c), the Trustee will not
be charged with knowledge of any Default or Event of Default unless written
notice thereof shall have been given to a responsible officer by the Company or
any Holder and such notice references the Debt Securities generally, the Company
or this Indenture.

     SECTION 6.08.  Requirement of an Undertaking To Pay Costs in Certain Suits
                    -----------------------------------------------------------
under the Indenture or Against the Trustee.  All parties to this Indenture
------------------------------------------
agree, and each Holder of any Debt Security or Coupon by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit in the manner and to the extent provided in the Trust Indenture
Act, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 6.08 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than ten percent in principal
amount of the Outstanding Debt Securities of that series or to any suit
instituted by any Holder for the enforcement of the payment of the principal of,
or premium, if any, or interest on, any Debt Security

                                       51
<PAGE>

or Coupon on or after the due date for such payment expressed in such Debt
Security or Coupon.

                                  ARTICLE VII
                            Concerning the Trustee

     SECTION 7.01.  Certain Duties and Responsibilities.  The Trustee, prior to
                    -----------------------------------
the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by 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.

     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:

          (a)  this subsection shall not be construed to limit the effect of the
first paragraph of this Section 7.01;

          (b)  prior to the occurrence of an Event of Default with respect to
the Debt Securities of a series and after the curing or waiving of all Events of
Default with respect to such series which may have occurred:

          (1)  the duties and obligations of the Trustee with respect to Debt
Securities and Coupons, if any, of any series shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable except
for the performance of such duties and obligations with respect to such series
as are specifically set forth in this Indenture, and no implied covenants or
obligations with respect to such series shall be read into this Indenture
against the Trustee; and

          (2)  in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any 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 provision
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;

          (c)  the Trustee shall not be liable for an 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

          (d)  the Trustee shall not be liable with respect to any action taken
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 not less than a
majority in aggregate

                                       52
<PAGE>

principal amount of the Outstanding Debt Securities of that 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 with respect to Debt Securities of such series.

     None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     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 7.02.  Certain Rights of Trustee.  Except as otherwise provided
                    -------------------------
in Section 7.01:

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

          (b)  any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Company Order (unless other evidence
in respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the Secretary or an Assistant Secretary of the Company;

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

          (d)  the Trustee may consult with counsel or require an Opinion of
Counsel, 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 or
suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel;

          (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, order or
direction of any of the Holders of Debt Securities or Coupons of any series
pursuant to the provisions of this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby;

                                       53
<PAGE>

          (f)  the Trustee shall not be liable for any action taken or omitted
by it in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

          (g)  prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, 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, approval, bond, debenture, note, coupon,
other evidence of indebtedness, or other paper or document, unless requested in
writing to do so by the Holders of a majority in aggregate principal amount of
the then Outstanding Debt Securities of a series affected by such matter;
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 not, in the opinion of the Trustee, reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand;

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

          (i)  if any property other than cash shall at any time be subject to a
Lien in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such lien, shall be entitled
to make advances for the purpose of preserving such property or of discharging
tax Liens or other prior Liens or encumbrances thereon; and

          (j)  for all purposes under this Indenture, the Trustee shall not be
deemed to have notice or knowledge of any Default or Event of Default (other
than under Section 6.01(a), (b) or (c)) unless written notice of such Default or
Event of Default is received by a responsible officer from the Company or a
Holder and such notice references the Debt Securities generally, the Company or
this Indenture.

     SECTION 7.03.  Trustee Not Liable for Recitals in Indenture or in Debt
                    -------------------------------------------------------
Securities.  The recitals contained herein, in the Debt Securities (except the
----------
Trustee's certificate of authentication) and in any Coupons shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. 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 or any prospectus related to the Debt Securities of any series.
The Trustee shall not be accountable for the use or application by the Company
of any of the Debt Securities or of the proceeds thereof.

                                       54
<PAGE>

     SECTION 7.04.  Trustee, Paying Agent or Registrar May Own Debt Securities.
                    ----------------------------------------------------------
The Trustee or any paying agent or Registrar, in its individual or any other
capacity, may become the owner or pledgee of Debt Securities or Coupons and
subject to the provisions of the Trust Indenture Act relating to conflicts of
interest and preferential claims may otherwise deal with the Company with the
same rights it would have if it were not Trustee, paying agent or Registrar.

     SECTION 7.05.  Moneys Received by Trustee to Be Held in Trust.  Subject to
                    ----------------------------------------------
the provisions of Section 11.05, all moneys received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no liability for interest on
any moneys received by it hereunder. So long as no Event of Default shall have
and be continuing, all interest allowed on any such moneys shall be paid from
time to time to the Company upon a Company Order.

     SECTION 7.06.  Compensation and Reimbursement.  The Company covenants and
                    ------------------------------
agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall
be entitled to, reasonable compensation for all services rendered by it
hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise
expressly provided herein, the Company will pay or reimburse in Dollars the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents, attorneys and counsel and of all Persons not
regularly in its employ and including all costs, expenses and losses associated
with the payment of principal of, premium, if any, and interest on any Debt
Securities denominated in a Foreign Currency) except any such expense,
disbursement or advances as may arise from its negligence or bad faith. The
Company also covenants to indemnify in Dollars the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence,
willful misconduct or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim of liability in connection with the exercise or performance of
any of its powers or duties hereunder. The obligations of the Company under this
Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be secured by a Lien prior to that
of 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
principal of, and premium, if any, or interest on, particular Debt Securities
and Coupons.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(f) or (g) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency, reorganization or other similar
law.

                                       55
<PAGE>

     SECTION 7.07.  Right of Trustee to Rely on an Officers' Certificate Where
                    ----------------------------------------------------------
No Other Evidence Specifically Prescribed.  Except as otherwise provided in
-----------------------------------------
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

     SECTION 7.08.  Separate Trustee; Replacement of Trustee.  The Company may,
                    ----------------------------------------
but need not, appoint a separate Trustee for any one or more series of Debt
Securities. The Trustee may resign with respect to one or more or all series of
Debt Securities at any time by giving notice to the Company. The Holders of a
majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:

          (1)  the Trustee fails to comply with Section 7.10;

          (2)  the Trustee is adjudged bankrupt or insolvent;

          (3)  a receiver or other public officer takes charge of the Trustee or
its property; or

          (4)  the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns, is removed by the Company or by the Holders of a
majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor Trustee with respect to the affected series of Debt
Securities.  No resignation or removal of the Trustee and no appointment of a
successor Trustee shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of this
Section 7.08.

     If no successor Trustee with respect to the Debt Securities of any series
shall have been so appointed by the Company or the Holders and accepted in the
manner required by this Section 7.08, any Holder who has been a bona fide Holder
of a Debt Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of such series.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or
removal of the

                                       56
<PAGE>

retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the Lien provided for in Section 7.06. 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 to all
Holders of Debt Securities of such series in the manner provided in Section
13.03. Each notice shall include the name of the successor Trustee with respect
to the Debt Securities of such series and the address of the corporate trust
office of such successor Trustee.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.

     If the Trustee fails to comply with Section 7.10, any Holder of Debt
Securities of any applicable series may 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.

     Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.

     In the case of the appointment hereunder of a separate or successor trustee
with respect to the Debt Securities of one or more (but not all) series, the
Company, any retiring Trustee and each successor or separate Trustee with
respect to the Debt Securities of any applicable series shall execute and
deliver an indenture supplemental hereto (1) which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of any retiring Trustee with respect to the Debt
Securities of any series as to which any such retiring Trustee is not retiring
shall continue to be vested in such retiring Trustee and (2) that shall add to
or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such separate, retiring or successor Trustee shall be
Trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee.

     SECTION 7.09.  Successor Trustee by Merger.  If the Trustee consolidates
                    ---------------------------
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

                                       57
<PAGE>

     In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Debt Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Debt Securities so
authenticated; and in case at that time any of the Debt Securities shall not
have been authenticated, any successor to the Trustee may authenticate such Debt
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debt Securities or in this Indenture
provided that the certificate of the Trustee shall have.

     SECTION 7.10.  Eligibility; Disqualification.  The Trustee shall at all
                    -----------------------------
times satisfy the requirements of Section 310(a) of the Trust Indenture Act. The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. No obligor upon
the Debt Securities or Coupons, if any, of a particular series or Person
directly or indirectly controlling, controlled by or under common control with
such obligor shall serve as Trustee upon the Debt Securities and Coupons of such
series. The Trustee shall comply with Section 310(b) of the Trust Indenture Act;
provided, however, that there shall be excluded from the operation of Section
310(b)(1) of the Trust Indenture Act this Indenture or any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in Section 310(b)(1) of the Trust
Indenture Act are met.

     SECTION 7.11.  Preferential Collection of Claims Against Company.  The
                    -------------------------------------------------
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

     SECTION 7.12.  Compliance with Tax Laws.  The Trustee hereby agrees to
                    ------------------------
comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Debt Securities, whether acting as Trustee, Registrar, paying
agent or otherwise with respect to the Debt Securities.

                                 ARTICLE VIII
                            Concerning the Holders

     SECTION 8.01.  Evidence of Action by Holders.  Whenever in this Indenture
                    -----------------------------
it is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Holders in Person or by agent or proxy appointed in
writing, (b) by the record of the Holders voting in favor thereof at

                                       58
<PAGE>

any meeting of Holders duly called and held in accordance with the provisions of
Section 5.02 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 Execution of Instruments and of Holding of Debt
                    --------------------------------------------------------
Securities.  Subject to the provisions of Sections 7.01, 7.02 and 13.11, proof
----------
of the execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

     The ownership of Registered Securities of any series shall be proved by the
Debt Security Register or by a certificate of the 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 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, (2) such Bearer Security shall be produced by some other
Person, (3) such Bearer Security shall have been registered on the Debt Security
Register, if, pursuant to Section 2.03, such Bearer Security can be so
registered, or (4) such Bearer Security shall have been canceled or paid.

     The Trustee may require such additional proof of any matter referred to in
this Section 8.02 as it shall deem necessary.

     SECTION 8.03.  Who May Be Deemed Owner of Debt Securities.  Prior to due
                    ------------------------------------------
presentment for registration of transfer of any Registered Security, the
Company, the Trustee, any paying agent and any Registrar may deem and treat the
Person in whose name any Registered Security shall be registered upon the books
of the Company as the absolute owner of such Registered Security (whether or not
such Registered Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of or
on account of the principal of and premium, if any, and (subject to Section
2.03) interest on such Registered Security and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Registrar shall
be affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Registered Security.

     The Company, the Trustee and any paying agent may deem and treat the Holder
of any Bearer Security or Coupon as the absolute owner of such Bearer Security
or Coupon (whether or not such Debt Security shall be overdue and
notwithstanding any

                                       59
<PAGE>

notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of and premium, if any, and (subject
to Section 2.03) interest on such Bearer Security or Coupon and for all other
purposes, and neither the Company nor the Trustee nor any paying agent shall be
affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Bearer Security or Coupon.

     None of the Company, the Trustee, any paying agent or the Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

     SECTION 8.04.  Instruments Executed by Holders Bind Future Holders.  At
                    ---------------------------------------------------
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Holder. Except as aforesaid, any such action taken by
the Holder of any Debt Security shall be conclusive and binding upon such Holder
and upon all future Holders and owners of such Debt Security and all past,
present and future Holders of Coupons, if any, appertaining thereto, and of any
Debt Security issued upon transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities or Coupons. Any action
taken by the Holders of the percentage in aggregate principal amount of the Debt
Securities of any series specified in this Indenture in connection with such
action shall be conclusively binding upon the Company, the Trustee and the
Holders of all the Securities and Coupons of such series.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Registered Securities entitled to give
their consent or take any other action required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders of Registered
Securities at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders of Registered Securities after such record date. No such
consent shall be valid or effective for more than 120 days after such record
date unless the consent of the Holders of the percentage in aggregate principal
amount of the Debt Securities of such series specified in this Indenture shall
have been received within such 120-day period.

                                       60
<PAGE>

                                  ARTICLE IX
                            Supplemental Indentures

     SECTION 9.01.  Purposes for Which Supplemental Indenture May Be Entered
                    --------------------------------------------------------
into Without Consent of Holders.  The Company and the Trustee may from time to
-------------------------------
time and at any time, without the consent of Holders, enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof) for one or
more of the following purposes:

          (a)  to evidence the succession pursuant to Article X of another
Person to the Company, or successive successions, and the assumption by the
Successor Company (as defined in Section 10.01) of the covenants, agreements and
obligations of the Company in this Indenture and in the Debt Securities;

          (b)  to surrender any right or power herein conferred upon the
Company, to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions for the protection 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 of Debt
Securities, stating that such covenants are expressly being included solely for
the benefit of such series), and to make the occurrence, or the occurrence and
continuance, of a Default in any of such additional covenants, restrictions,
conditions or provisions a Default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture;
provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may provide for a particular
period of grace after Default (which period may be shorter or longer than that
allowed in the case of other Defaults) or may provide for an immediate
enforcement upon such Default or may limit the right of the Holders of a
majority in aggregate principal amount of any or all series of Debt Securities
to waive such default;

          (c)  to cure any ambiguity or to correct or supplement any provision
contained herein, in any supplemental indenture or in any Debt Security of any
series that may be defective or inconsistent with any other provision contained
herein, in any supplemental indenture or in the Debt Securities of such series;
to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee, or to make such other provisions in regard to matters or questions
arising under this Indenture, provided that any such action shall not adversely
affect the interests of any Holders of Debt Securities of any series;

          (d)  to modify or amend this Indenture in such a manner as to permit
the qualification of this Indenture or any Indenture supplemental hereto under
the Trust Indenture Act as then in effect, except that nothing herein contained
shall permit or authorize the inclusion in any Indenture supplemental hereto of
the provisions referred to in Section 316(a)(2) of the Trust Indenture Act;

                                       61
<PAGE>

          (e)  to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registerable as to principal, to change or
eliminate any restrictions on the payment of principal of, or premium, if any,
on, Registered Securities or of principal of, or premium, if any, or interest
on, Bearer Securities or to permit Registered Securities to be exchanged for
Bearer Securities; provided, that any such action shall not adversely affect the
interests of the Holders of Debt Securities or any Coupons of any series in any
material respect or permit or facilitate the issuance of Debt Securities of any
series in uncertificated form;

          (f)  to comply with Article X;

          (g)  to add guarantees with respect to the Debt Securities or to
secure the Debt Securities;

          (h)  to make any change that does not adversely affect the rights of
any Holder;

          (i)  to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Debt Securities; provided,
however, that any such addition, change or elimination (i) shall neither (A)
apply to any Debt Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (B)
modify the rights of the Holder of any such Debt Security with respect to such
provision or (ii) shall become effective only when there is no such Debt
Security Outstanding;

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

          (k)  to establish the form or terms of Debt Securities and Coupons, if
any, of any series as permitted by Sections 2.01 and 2.03.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee 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.

     Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Debt Securities or Coupons, if any, appertaining thereto
at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

     After an amendment under this Section 9.01 becomes effective, the Company
shall mail to Holders of Debt Securities of each series affected thereby a
notice briefly

                                       62
<PAGE>

describing such amendment. The failure to give such notice to all such Holders,
or any defect therein, shall not impair or affect the validity of an amendment
under this Section 9.01.

     SECTION 9.02.  Modification of Indenture with Consent of Holders of Debt
                    ---------------------------------------------------------
Securities.  Without notice to any Holder but with the consent (evidenced as
----------
provided in Section 8.01) of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such supplemental indenture, the Company, when authorized by a
resolution of the Board of Directors, and the Trustee may from time to time and
at any time enter into an Indenture or Indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the
date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Debt Securities of such series; provided, that no such
supplemental indenture, without the consent of the Holders of each Debt Security
so affected, shall (i) reduce the percentage in principal amount of Debt
Securities of any series whose Holders must consent to an amendment; (ii) reduce
the rate of or extend the time for payment of interest on any Debt Security or
Coupon or reduce the amount of any payment to be made with respect to any
Coupon; (iii) reduce the principal of or change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Debt
Security or reduce the amount of principal of any Original Issue Discount
Security that would be due and payable upon declaration of acceleration of
maturity; (iv) reduce the premium payable upon the redemption of any Debt
Security or change the time at which any Debt Security may or shall be redeemed
in accordance with Article III; (v) make any Debt Security payable in Currency
other than that stated in the Debt Security; (vi) release any security that may
have been granted in respect of the Debt Securities; (vii) make any change in
Section 6.06 or the second sentence of this Section 9.02; (viii) change any
obligation of the Company to pay additional interest pursuant to Section 4.06;
(ix) limit the obligation of the Company to maintain a paying agency outside the
United States for payment on Bearer Securities as provided in Section 4.02 or
limit the obligation of the Company to redeem an Affected Security as provided
in Section 3.02(b); (x) change any Place of Payment where any Debt Security or
any premium or interest thereon is payable; (xi) impair the right to institute
suit for the enforcement of any payment on or after the Stated Maturity of any
Debt Security (or in the case of redemption, on or after the date fixed for
redemption); or (xii) modify any of the provisions of this Section, Section 4.09
or Section 6.06, 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 affected thereby,
provided, however, that this Section 9.02 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, Section 4.09, or the deletion of this
proviso, in accordance with the requirements of Section 7.08 and 9.01(j).

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has been expressly included solely for the
benefit of 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

                                       63
<PAGE>

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.

     Upon the request of the Company, accompanied by a copy of a resolution of
the Board of Directors authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Holders as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion but shall not be obligated to enter
into such supplemental indenture. The Trustee shall be entitled to receive, and
shall be fully protected in relying upon (subject to Section 7.01), an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.

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

     After an amendment under this Section 9.02 becomes effective, the Company
shall mail to Holders of Debt Securities of each series affected thereby a
notice briefly describing such amendment. The failure to give such notice to all
such Holders, or any defect therein, shall not impair or affect the validity of
an amendment under this Section 9.02.

     SECTION 9.03.  Effect of Supplemental Indentures.  Upon the execution of
                    ---------------------------------
any supplemental indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     SECTION 9.04.  Debt Securities May Bear Notation of Changes by
                    -----------------------------------------------
Supplemental Indentures.  Debt Securities and Coupons, if any, of any series
-----------------------
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article IX may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. 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 modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Debt Securities
and Coupons of such series then Outstanding. Failure to make the appropriate
notation or to issue a new Debt Security or Coupon of such series shall not
affect the validity of such amendment.

                                       64
<PAGE>

     SECTION 9.05.  Payment for Consent.  Neither the Company nor any Affiliate
                    -------------------
of the Company shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Debt Securities or Coupons, if any,
appertaining thereto unless such consideration is offered to be paid to all
Holders that so consent, waive or agree to amend in the time frame set forth in
solicitation documents relating to such consent, waiver or agreement.

                                   ARTICLE X
                   Consolidation, Merger, Sale or Conveyance

     SECTION 10.01. Consolidations and Mergers of the Company.  The Company
                    -----------------------------------------
shall not consolidate with, or sell or convey or lease all or substantially all
of its assets to, or merge with or into any other Person, unless: (i) either (a)
the Company shall be the continuing corporation in the case of a merger or (b)
the resulting, surviving or transferee Person if other than the Company (the
"Successor Company") shall be a corporation organized and existing under the
laws of the United States, any State thereof or the District of Columbia and the
Successor Company shall expressly assume, by an Indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Company under the Debt Securities and Coupons, if any,
according to their tenor, and this Indenture; (ii) immediately after giving
effect to such transaction, no Default or Event of Default would occur or be
continuing; (iii) the Successor Company waives any right to redeem any Bearer
Security under circumstances in which the Successor Company would be entitled to
redeem such Bearer Security but the Company would not have been so entitled to
redeem if the consolidation, merger, conveyance, transfer or lease had not
occurred; and (iv) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with this
Indenture.

     SECTION 10.02. Rights and Duties of Successor Corporation.  In case of any
                    ------------------------------------------
consolidation or merger, or conveyance or sale of the assets of the Company as
an entirety or substantially as an entirety in accordance with Section 10.01,
the Successor Company shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein as the party of the first part,
and the predecessor corporation shall be relieved of any further obligation
under the Indenture and the Securities. The Successor Company thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all the Debt Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of the Successor Company, 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, if
any, appertaining thereto, 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, if any, appertaining thereto, which the Successor
Company thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Debt Securities

                                       65
<PAGE>

and Coupons, if any, appertaining thereto so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Debt Securities and
Coupons, if any, appertaining thereto theretofore or thereafter issued in
accordance with the terms of this Indenture as though all such Debt Securities
and Coupons had been issued at the date of the execution hereof.

     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, if any, appertaining thereto thereafter to be issued as
may be appropriate.

                                  ARTICLE XI
             Satisfaction and Discharge of Indenture; Defeasance;
                               Unclaimed Moneys

     SECTION 11.01. Applicability of Article.  If, pursuant to Section 2.03,
                    ------------------------
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 2.03), then the
provisions of this Article XI relating to defeasance of Debt Securities shall be
applicable except as otherwise specified pursuant to Section 2.03 for Debt
Securities of such series. Defeasance provisions, if any, for Debt Securities
denominated in a Foreign Currency or for Bearer Securities may be specified
pursuant to Section 2.03.

     SECTION 11.02. Satisfaction and Discharge of Indenture; Defeasance.
                    ---------------------------------------------------
(a) If at any time (i) the Company shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than (1) Coupons appertaining to Bearer Securities of such
series called for redemption and maturing after the relevant redemption date,
surrender of which has been waived, (2) any Debt Securities and Coupons of such
series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.09 and (3) Debt Securities and Coupons
for whose payment money has theretofore been deposited in trust and thereafter
repaid to the Company as provided in Section 11.05) or (ii) all Debt Securities
and the Coupons, if any, of such series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, whether by redemption or at
Stated Maturity or otherwise, and the Company shall deposit with the Trustee as
trust funds the entire amount in the Currency in which such Debt Securities are
denominated with respect to Bearer Securities or in Dollars with respect to
Registered Securities (in each case except as otherwise provided pursuant to
Section 2.03) sufficient to pay at maturity or upon redemption all Debt
Securities of such series not theretofore delivered to the Trustee for
cancellation, including principal and premium, if any, and interest due or to
become due on such date of maturity or redemption date, as the case may be, and
if in either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of such Debt Securities herein expressly provided for and rights to
receive payments of principal of, and premium, if any, and interest on, such
Debt Securities and any right to receive additional interest as provided in
Section 4.06 and rights of the Trustee under Section 7.06) with

                                       66
<PAGE>

respect to the Debt Securities of such series, and the Trustee, on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.

          (b)  Subject to Sections 11.02(c), 11.03 and 11.07, the Company at any
time may terminate, with respect to Debt Securities of a particular series, (i)
all its obligations under the Debt Securities of such series and this Indenture
with respect to the Debt Securities of such series ("legal defeasance option")
or (ii) its obligations with respect to the Debt Securities of such series under
Sections 4.07 and 4.08 and clause (iii) of Section 10.01 and the related
operation of Section 6.01(d) and the operation of Sections 6.01(d) and (h)
("covenant defeasance option"). The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option.

     If the Company exercises its legal defeasance option, payment of the Debt
Securities of the defeased series may not be accelerated because of an Event of
Default.  If the Company exercises its covenant defeasance option, payment of
the Debt Securities of the defeased series may not be accelerated because of an
Event of Default specified in Sections 6.01(c), (d) and (h) (except to the
extent covenants or agreements referenced in such Sections remain applicable).

     Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

          (c)  Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06
and 11.07 shall survive until the Debt Securities of the defeased series have
been paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.05
and 11.06 shall survive.

     SECTION 11.03. Conditions of Defeasance.  The Company may exercise its
                    ------------------------
legal defeasance option or its covenant defeasance option with respect to Debt
Securities of a particular series only if:

          (1)  the Company irrevocably deposits in trust with the Trustee money
or U.S. Government Obligations for the payment of principal of, and premium, if
any, and interest on, the Debt Securities of such series to maturity or
redemption, as the case may be;

          (2)  the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their opinion
that the payments of principal and interest when due and without reinvestment on
the deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium and interest when due on all the Debt
Securities of such series to maturity or redemption, as the case may be;

                                       67
<PAGE>

          (3)  123 days pass after the deposit is made and during the 123-day
period no Default specified in Section 6.01(f) or (g) with respect to the
Company occurs which is continuing at the end of the period;

          (4)  no Default has occurred and is continuing on the date of such
deposit and after giving effect thereto;

          (5)  the deposit does not constitute a default under any other
agreement binding on the Company;

          (6)  the Company delivers to the Trustee an Opinion of Counsel to the
effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

          (7)  in the event of the legal defeasance option, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the Company
has received from the Internal Revenue Service a ruling, or (ii) since the date
of this Indenture there has been a change in the applicable Federal income tax
law, in either case of the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of Debt Securities of such series will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred;

          (8)  in the event of the covenant defeasance option, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred;

          (9)  the Company shall have delivered to the Trustee an Officers'
Certificate to the effect that the Debt Securities of such series, if then
listed on any securities exchange, will not be delisted as a result of such
deposit.

          (10) such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act); and

          (11) the Company delivers to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent to the
defeasance and discharge of the Debt Securities of such series as contemplated
by this Article XI have been complied with.

     Before or after a deposit, the Company may make arrangements satisfactory
to the Trustee for the redemption of Debt Securities of such series at a future
date in accordance with Article III.

                                       68
<PAGE>

     SECTION 11.04. Application of Trust Money.  The Trustee shall hold in trust
                    --------------------------
money or U.S. Government Obligations deposited with it pursuant to this Article
XI. It shall apply the deposited money and the money from U.S. Government
Obligations through any paying agent and in accordance with this Indenture to
the payment of principal of, and premium, if any, and interest on, the Debt
Securities and Coupons, if any, of the defeased series.

     SECTION 11.05. Repayment to Company.  The Trustee and any paying agent
                    --------------------
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

     Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Company upon request any money held by them for
the payment of principal, premium or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to such money must look to the Company
for payment as general creditors.

     SECTION 11.06. Indemnity for U.S. Government Obligations.  The Company
                    -----------------------------------------
shall pay and shall indemnify the Trustee and the Holders against any tax, fee
or other change imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.

     SECTION 11.07. Reinstatement.  If the Trustee or any paying agent is unable
                    -------------
to apply any money or U.S. Government Obligations in accordance with this
Article XI by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Debt Securities of the defeased series shall be revived and
reinstated as though no deposit had occurred pursuant to this Article XI until
such time as the Trustee or any paying agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article XI.

                                  ARTICLE XII
                       Subordination of Debt Securities

     SECTION 12.01. Applicability of Article; Agreement To Subordinate.  Except
                    --------------------------------------------------
as provided otherwise in any Officers' Certificate or indentures supplemental
hereto establishing the terms of a series of Debt Securities, the provisions of
this Article XII shall be applicable to the Debt Securities of any series (Debt
Securities of such series referred to in this Article XII as "Subordinated Debt
Securities") designated, pursuant to Section 2.03, as subordinated to Senior
Indebtedness. Each Holder by accepting a Subordinated Debt Security agrees that
the Indebtedness evidenced by such Subordinated Debt Security is subordinated in
right of payment, to the extent and in the manner provided in this Article XII,
to the prior payment of all Senior Indebtedness with respect to such series of
Debt Securities and that the subordination is for the benefit of and enforceable
by the holders of Senior Indebtedness. All provisions of this Article XII shall
be subject to Section 12.12. The Officers' Certificate or indenture supplemental
hereto establishing the terms of a series of Debt Securities may provide
provisions

                                       69
<PAGE>

relating to the subordination of that series that differ from, add to, diminish
from, or replace in their entirety any or all of the provisions of this Article
XII with respect to such series of Debt Securities and that identify the same or
different Senior Indebtedness for each series of Subordinated Debt Securities
hereunder, including provisions subordinating a series of Subordinated Debt
Securities to any or all other series of Subordinated Debt Securities.

     SECTION 12.02. Liquidation, Dissolution, Bankruptcy.  Upon any payment or
                    ------------------------------------
distribution of the assets of the Company to creditors upon a total or partial
liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property:

          (a)  holders of Senior Indebtedness shall be entitled to receive
payment in full in cash of the Senior Indebtedness (including interest (if any),
accruing on or after the commencement of a proceeding in bankruptcy, whether or
not allowed as a claim against the Company in such bankruptcy proceeding) before
Holders of Subordinated Debt Securities shall be entitled to receive any payment
of principal of, or premium, if any, or interest on, the Subordinated Debt
Securities; and

          (b)  until the Senior Indebtedness is paid in full, any distribution
to which Holders of Subordinated Debt Securities would be entitled but for this
ArticleXII shall be made to holders of Senior Indebtedness as their interests
may appear, except that such Holders may receive shares of stock and any debt
securities that are subordinated to Senior Indebtedness to at least the same
extent as the Subordinated Debt Securities.

     SECTION 12.03. Default on Senior Indebtedness.  The Company may not pay the
                    ------------------------------
principal of, or premium, if any, or interest on, the Subordinated Debt
Securities or make any deposit pursuant to Article XI and may not repurchase,
redeem or otherwise retire (except, in the case of Subordinated Debt Securities
that provide for a mandatory sinking fund pursuant to Section 3.05, by the
delivery of Subordinated Debt Securities by the Company to the Trustee pursuant
to the first paragraph of Section 3.06) any Debt Securities (collectively, "pay
the Subordinated Debt Securities") if (a) any principal, premium or interest in
respect of Senior Indebtedness is not paid within any applicable grace period
(including at maturity) or (b) any other default on Senior Indebtedness occurs
and the maturity of such Senior Indebtedness is accelerated in accordance with
its terms unless, in either case, (i) the default has been cured or waived and
any such acceleration has been rescinded or (ii) such Senior Indebtedness has
been paid in full in cash; provided, however, that the Company may pay the
Subordinated Debt Securities without regard to the foregoing if the Company and
the Trustee receive written notice approving such payment from the
Representative of each issue of Designated Senior Indebtedness. During the
continuance of any default (other than a default described in clause (a) or (b)
of the preceding sentence) with respect to any Senior Indebtedness pursuant to
which the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, the Company may not pay the
Subordinated Debt Securities for a period (a "Payment Blockage Period")
commencing upon the receipt by the Company and the Trustee of written notice of
such default from the Representative

                                       70
<PAGE>

of any Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period (a "Blockage Notice") and ending 179 days thereafter (or earlier
if such Payment Blockage Period is terminated (A) by written notice to the
Trustee and the Company from the Person or Persons who gave such Blockage
Notice, (B) by repayment in full in cash of such Designated Senior Indebtedness
or (C) because the default giving rise to such Blockage Notice is no longer
continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first
sentence of this Section 12.03), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, the Company may resume payments
on the Subordinated Debt Securities after such Payment Blockage Period. Not more
than one Blockage Notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to any number of issues of
Senior Indebtedness during such period; provided, however, that if any Blockage
Notice within such 360-day period is given by or on behalf of any holders of
Designated Senior Indebtedness (other than the Bank Indebtedness), the
Representative of the Bank Indebtedness may give another Blockage Notice within
such period; provided, further, however, that in no event may the total number
of days during which any Payment Blockage Period or Periods is in effect exceed
179 days in the aggregate during any 360 consecutive day period. For purposes of
this Section 12.03, no default or event of default which existed or was
continuing on the date of the commencement of any Payment Blockage Period with
respect to the Senior Indebtedness initiating such Payment Blockage Period shall
be, or be made, the basis of the commencement of a subsequent Payment Blockage
Period by the Representative of such Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

     SECTION 12.04. Acceleration of Payment of Debt Securities.  If payment of
                    ------------------------------------------
the Subordinated Debt Securities is accelerated because of an Event of Default,
the Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representatives) of the acceleration.

     SECTION 12.05. When Distribution Must Be Paid Over.  If a distribution is
                    -----------------------------------
made to Holders of Subordinated Debt Securities that because of this Article XII
should not have been made to them, the Holders who receive such distribution
shall hold it in trust for holders of Senior Indebtedness and pay it over to
them as their interests may appear.

     SECTION 12.06. Subrogation.  After all Senior Indebtedness is paid in full
                    -----------
and until the Subordinated Debt Securities are paid in full, Holders thereof
shall be subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness. A distribution made under this
Article XII to holders of Senior Indebtedness which otherwise would have been
made to Holders of Subordinated Debt Securities is not, as between the Company
and such Holders, a payment by the Company on Senior Indebtedness.

                                       71
<PAGE>

     SECTION 12.07. Relative Rights.  This Article XII defines the relative
                    ---------------
rights of Holders of Subordinated Debt Securities and holders of Senior
Indebtedness. Nothing in this Indenture shall:

          (a)  impair, as between the Company and Holders of either Subordinated
Debt Securities or Debt Securities, the obligation of the Company, which is
absolute and unconditional, to pay principal of, and premium, if any, and
interest on, the Subordinated Debt Securities and the Debt Securities in
accordance with their terms; or

          (b)  prevent the Trustee or any Holder of either Subordinated Debt
Securities or Debt Securities from exercising its available remedies upon a
Default, subject to the rights of holders of Senior Indebtedness to receive
distributions otherwise payable to Holders of Subordinated Debt Securities.

     SECTION 12.08. Subordination May Not Be Impaired by Company.  No right of
                    --------------------------------------------
any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Subordinated Debt Securities shall be impaired by
any act or failure to act by the Company or by its failure to comply with this
Indenture.

     SECTION 12.09. Rights of Trustee and Paying Agent.  Notwithstanding Section
                    ----------------------------------
12.03, the Trustee or any paying agent may continue to make payments on
Subordinated Debt Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two business days prior to the date of such payment, a responsible
officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article XII. The Company, the Registrar, any paying agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided,
however, that, if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice.

     The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee.  The
Registrar and any paying agent may do the same with like rights.  The Trustee
shall be entitled to all the rights set forth in this Article XII with respect
to any Senior Indebtedness which may at any time be held by it, to the same
extent as any other holder of Senior Indebtedness; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder.  Nothing in this
Article XII shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.06.

     SECTION 12.10. Distribution or Notice to Representative.  Whenever a
                    ----------------------------------------
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative (if
any).

     SECTION 12.11. Article XII Not to Prevent Defaults or Limit Right to
                    -----------------------------------------------------
Accelerate.  The failure to make a payment pursuant to the Debt Securities by
----------
reason of any provision in this Article XII shall not be construed as preventing
the occurrence of a Default. Nothing in this Article XII shall have any effect
on the right of the Holders or

                                       72
<PAGE>

the Trustee to accelerate the maturity of either the Subordinated Debt
Securities or the Debt Securities, as the case may be.

     SECTION 12.12. Trust Moneys Not Subordinated.  Notwithstanding anything
                    -----------------------------
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article XI by the Trustee for the
payment of principal of, and premium, if any, and interest on, the Subordinated
Debt Securities or the Debt Securities shall not be subordinated to the prior
payment of any Senior Indebtedness or subject to the restrictions set forth in
this Article XII, and none of the Holders thereof shall be obligated to pay over
any such amount to the Company or any holder of Senior Indebtedness of the
Company or any other creditor of the Company.

     SECTION 12.13. Trustee Entitled to Rely.  Upon any payment or distribution
                    ------------------------
pursuant to this Article XII, the Trustee and the Holders shall be entitled to
rely (a) upon any order or decree of a court of competent jurisdiction in which
any proceedings of the nature referred to in Section 12.02 are pending, (b) upon
a certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to such Holders or (c) upon the
Representatives for the holders of Senior Indebtedness for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
XII. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article XII, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and other facts pertinent to the rights of such
Person under this Article XII, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment. The provisions of
Sections7.01 and 7.02 shall be applicable to all actions or omissions of actions
by the Trustee pursuant to this Article XII.

     SECTION 12.14. Trustee to Effectuate Subordination.  Each Holder by
                    -----------------------------------
accepting a Subordinated Debt Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders of Subordinated Debt Securities
and the holders of Senior Indebtedness as provided in this Article XII and
appoints the Trustee as attorney-in-fact for any and all such purposes.

     SECTION 12.15. Trustee Not Fiduciary for Holders of Senior Indebtedness.
                    --------------------------------------------------------
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Holders of Subordinated Debt Securities or
the Company or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article XII or otherwise.

                                       73
<PAGE>

     SECTION 12.16. Reliance by Holders of Senior Indebtedness on Subordination
                    -----------------------------------------------------------
Provisions.  Each Holder by accepting a Subordinated Debt Security acknowledges
----------
and agrees that the foregoing subordination provisions are, and are intended to
be, an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Subordinated Debt Securities, to acquire and continue to hold,
or to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

                                 ARTICLE XIII
                           Miscellaneous Provisions

     SECTION 13.01. Successors and Assigns of Company Bound by Indenture.
                    ----------------------------------------------------
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Company or the Trustee shall bind its
successors and assigns, whether so expressed or not.

     SECTION 13.02. Acts of Board, Committee or Officer of Successor Company
                    --------------------------------------------------------
Valid.  Any act or proceeding by any provision of this Indenture authorized or
-----
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any Successor Company.

     SECTION 13.03. Required Notices or Demands.  Except as otherwise expressly
                    ---------------------------
provided in this Indenture, any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders to or on the Company may be given or served by being deposited
postage prepaid in a post office letter box in the United States addressed
(until another address is filed by the Company with the Trustee) as follows:
Electronic Data Systems Corporation, 5400 Legacy Drive, Mail Stop H2-8W-40,
Plano, Texas 75024-3199, Attention: Chief Financial Officer. Except as otherwise
expressly provided in this Indenture, any notice, direction, request or demand
by the Company or by any Holder to or upon the Trustee may be given or made, for
all purposes, by being deposited postage prepaid in a post office letter box in
the United States addressed to the corporate trust office of the Trustee
initially at [                     ] Attention: [                           ].
The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

     Any notice required or permitted to a Registered Holder by the Company or
the Trustee pursuant to the provisions of this Indenture shall be deemed to be
properly mailed by being deposited postage prepaid in a post office letter box
in the United States addressed to such Holder at the address of such Holder as
shown on the Debt Security Register.  Any report pursuant to Section 313 of the
Trust Indenture Act shall be transmitted in compliance with subsection (c)
therein.

                                       74
<PAGE>

     Any notice required or permitted to a Bearer Holder by the Company or the
Trustee pursuant to this Indenture shall be deemed to be properly given if
published on two separate business days in an Authorized Newspaper or Newspapers
in such Place or Places of Payment specified pursuant to Section 2.03, 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.
Notwithstanding the foregoing, any notice to Holders of Floating Rate Debt
Securities regarding the determination of a periodic rate of interest, if such
notice is required pursuant to Section 2.03, shall be sufficiently given if
given in the manner specified pursuant to Section 2.03.

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

     Failure to mail a notice or communication to a Holder or any defect in it
or any defect in any notice by publication as to a Holder shall not affect the
sufficiency of such notice with respect to other Holders.  If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

     SECTION 13.04. Indenture and Debt Securities to Be Construed in Accordance
                    -----------------------------------------------------------
with the Laws of the State of New York.  This Indenture, each Debt Security and
--------------------------------------
each Coupon shall be deemed to be New York contracts, and for all purposes shall
be construed in accordance with the laws of said State (without reference to
principles of conflicts of law).

     SECTION 13.05. Officers' Certificate and Opinion of Counsel to Be
                    --------------------------------------------------
Furnished upon Application or Demand by the Company.  Upon any application or
---------------------------------------------------
demand by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent 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 have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition, (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such

                                       75
<PAGE>

certificate or opinion are based, (3) a statement that, in the opinion of such
Person, 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 or not, in
the opinion of such Person, such condition or covenant has been complied with.

     SECTION 13.06. Payments Due on Legal Holidays.  In any case where the date
                    ------------------------------
of maturity of interest on or principal of and premium, if any, on the Debt
Securities of a series or the date fixed for redemption or repayment of any Debt
Security or the making of any sinking fund payment shall not be a business day
at any Place of Payment for the Debt Securities of such series, then payment of
interest or principal and premium, if any, or the making of such sinking fund
payment need not be made on such date at such Place of Payment, 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 date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date. If a record date is
not a business day, the record date shall not be affected.

     SECTION 13.07. Provisions Required by Trust Indenture Act to Control.
                    -----------------------------------------------------
If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture which is required to
be included in this Indenture by any of Sections 310 to 318, inclusive, of the
Trust Indenture Act, such required provision shall control.

     SECTION 13.08. Computation of Interest on Debt Securities.  Interest, if
                    ------------------------------------------
any, on the Debt Securities shall be computed on the basis of a 360-day year of
twelve 30-day months, except as may otherwise be provided pursuant to Section
2.03.

     SECTION 13.09. Rules by Trustee, Paying Agent and Registrar.  The Trustee
                    --------------------------------------------
may make reasonable rules for action by or a meeting of Holders. The Registrar
and any paying agent may make reasonable rules for their functions.

     SECTION 13.10. No Recourse Against Others.  An incorporator or any past,
                    --------------------------
present or future director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Debt Securities, the Coupons or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Debt Security or Coupon, each Holder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of the
Debt Securities and Coupons.

     SECTION 13.11. Severability.  In case any provision in this Indenture, the
                    ------------
Debt Securities or the Coupons 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 13.12. Effect of Headings.  The article and section headings herein
                    ------------------
and in the Table of Contents are for convenience only and shall not affect the
construction hereof.

                                       76
<PAGE>

     SECTION 13.13. Indenture May Be Executed in Counterparts.  This Indenture
                    -----------------------------------------
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.

     The Trustee hereby accepts the trusts in this Indenture upon the terms and
conditions hereinafter set forth.

                                       77
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly signed as of the date first written above.

                              ELECTRONIC DATA SYSTEMS
                              CORPORATION


                              By:
                                 ---------------------------------
                              Name:  [                           ]
                              Title:  [                             ]

                              [                                             ]

                              By:
                                 ---------------------------------
                              Name:  [                           ]
                              Title:  [                             ]

                                       78
<PAGE>

                                   EXHIBIT A

                            FOREST LANE DESCRIPTION

The Forest Lane property consists of 175.3498 acres located in the City of
Dallas, Dallas County, Texas, Being part of Block 7462 of Electronic Data
Systems Addition M.J. Sanchez Survey Abstract 1272 and Hiram Wilburn Survey
Abstract 1568.  The site is bound by White Rock Creek on the East, Forest Lane
on the South, Hillcrest Road on the West and Churchill Way on the North.

                            PLANO TEXAS DESCRIPTION

The Plano Texas property consists of 363 acres (plus the approximately 18-acre
parcel on which the Education Buildings referred to below are located) located
in the City of Plano, Collin County, Texas, bound by White Rock Creek on the
East, Tennyson Parkway on the South, Parkwood Drive on the West and Legacy Drive
on the North.  The property currently contains the following principal
facilities;

EDS Centre Building, Cluster I, Cluster II, Cluster III; IPC I, IPC II, IPC III,
IPC IV; IMC Command Center; Health and Fitness Facility; Vehicle Service Center;
Heliport; and Ground Maintenance Facility.

Also included in this Plano Texas Description is Education Building I, Education
Building 2, Education Building 3, and Education Building 4 located in the City
of Plano, Collin County, Texas, bound by Tennyson Parkway on the North and
Democracy Drive on the West.