<PAGE>

                                                                     Exhibit 4.1


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                                     Issuer


                                       AND


                          BANK ONE TRUST COMPANY, N.A.
                                     Trustee

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


                                    INDENTURE

                             Dated as of May 1, 2001


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


                             Senior Debt Securities





<PAGE>

                            CROSS-REFERENCE TABLE(1)


<TABLE>
<CAPTION>
Section of
Trust Indenture Act.............................................................    Section of
of 1939, as amended.............................................................    Indenture
<S>                                                                                 <C>

310(a)        ..................................................................    7.09
310(b)        ..................................................................    7.08
                                                                                    7.10
310(c)        ..................................................................    Inapplicable
311(a)        ..................................................................    7.13
311(b)        ..................................................................    7.13
311(c)        ..................................................................    Inapplicable
312(a)        ..................................................................    5.01
              ..................................................................    5.02(a)
312(b)        ..................................................................    5.02(c)
312(c)        ..................................................................    5.05
313(a)        ..................................................................    5.04(a)
313(b)        ..................................................................    5.04(b)
313(c)        ..................................................................    5.04(a)
                                                                                    5.04(b)
313(d)        ..................................................................    5.04(c)
314(a)        ..................................................................    5.03
314(b)        ..................................................................    Inapplicable
314(c)        ..................................................................    13.07
314(d)        ..................................................................    Inapplicable
314(e)        ..................................................................    13.07
314(f)        ..................................................................    Inapplicable
315(a)        ..................................................................    7.01(a)
              ..................................................................    7.02
315(b)        ..................................................................    7.01(b)
315(c)        ..................................................................    7.01(a)
315(d)        ..................................................................    7.01(c)
315(e)        ..................................................................    6.07
316(a)        ..................................................................    6.06
              ..................................................................    8.04
316(b)        ..................................................................    6.04
316(c)        ..................................................................    8.01
317(a)        ..................................................................    6.02
317(b)        ..................................................................    4.03
318(a)        ..................................................................    13.09
-----------------

(1)  This Cross-Reference Table does not constitute part of the Indenture and
     shall not have any bearing on the interpretation of any of its terms or
     provisions.

<PAGE>

                              TABLE OF CONTENTS(1)

                                                                                                 Page

PARTIES............................................................................................1

RECITALS...........................................................................................1
</TABLE>

(1)      This Table of Contents does not constitute part of the Indenture and
         shall not have any bearing upon the interpretation of any of its terms
         or provisions.


<TABLE>
<CAPTION>
                                                   ARTICLE I
                                                  DEFINITIONS
         <S>                  <C>                                                                 <C>
         SECTION 1.01         Definitions of Terms.................................................1

                                                   ARTICLE II
                                     ISSUE, DESCRIPTION, TERMS, EXECUTION,
                                    REGISTRATION AND EXCHANGE OF SECURITIES

         SECTION 2.01         Designation and Terms of Securities..................................5
         SECTION 2.02         Form of Securities and Trustee's Certificate. .......................7
         SECTION 2.03         Denominations; Provisions for Payment................................7
         SECTION 2.04         Execution and Authentications........................................9
         SECTION 2.05         Registration of Transfer and Exchange...............................10
         SECTION 2.06         Temporary Securities................................................11
         SECTION 2.07         Mutilated, Destroyed, Lost or Stolen Securities.....................11
         SECTION 2.08         Cancellation........................................................12
         SECTION 2.09         Benefits of Indenture...............................................12
         SECTION 2.10         Authenticating Agent................................................12
         SECTION 2.11         Global Securities...................................................13

                                                  ARTICLE III
                              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

         SECTION 3.01         Redemption..........................................................14
         SECTION 3.02         Notice of Redemption................................................14
         SECTION 3.03         Payment Upon Redemption.............................................15
         SECTION 3.04         Sinking Fund........................................................15
         SECTION 3.05         Satisfaction of Sinking Fund Payments with Securities...............16
         SECTION 3.06         Redemption of Securities for Sinking Fund...........................16

                                                   ARTICLE IV
                                               CERTAIN COVENANTS

         SECTION 4.01         Payment of Principal, Premium and Interest..........................16

                                       i
<PAGE>

         SECTION 4.02         Maintenance of Office or Agency.....................................16
         SECTION 4.03         Paying Agents.......................................................17
         SECTION 4.04         Appointment to Fill Vacancy in Office of Trustee....................18
         SECTION 4.05         Limitations on Liens................................................18
         SECTION 4.06         Limitations on Sale and Lease-Back Transactions.....................19

                                                   ARTICLE V
                                       SECURITYHOLDERS' LISTS AND REPORTS
                                         BY THE COMPANY AND THE TRUSTEE

         SECTION 5.01         Company to Furnish Trustee Names and Addresses
                              of  Securityholders.................................................20
         SECTION 5.02         Preservation Of Information; Communications With  Securityholders...20
         SECTION 5.03         Reports by the Company..............................................21
         SECTION 5.04         Reports by the Trustee..............................................21
         SECTION 5.05         No Accountability by Reason of Disclosure...........................22

                                                   ARTICLE VI
                                          REMEDIES OF THE TRUSTEE AND
                                      SECURITYHOLDERS ON EVENT OF DEFAULT

         SECTION 6.01         Events of Default...................................................22
         SECTION 6.02         Collection of Indebtedness and Suits
                              for Enforcement by  Trustee.........................................24
         SECTION 6.03         Application of Moneys Collected.....................................25
         SECTION 6.04         Limitation on Suits.................................................25
         SECTION 6.05         Rights and Remedies Cumulative; Delay or
                              Omission Not  Waiver................................................26
         SECTION 6.06         Control by Securityholders..........................................26
         SECTION 6.07         Undertaking to Pay Costs............................................27

                                                  ARTICLE VII
                                             CONCERNING THE TRUSTEE

         SECTION 7.01         Certain Duties and Responsibilities of Trustee......................27
         SECTION 7.02         Certain Rights of Trustee...........................................28
         SECTION 7.03         Trustee Not Responsible for Recitals, Validity of Securities or
                              Application of Proceeds Thereof.....................................30
         SECTION 7.04         May Hold Securities.................................................30
         SECTION 7.05         Moneys Held in Trust................................................30
         SECTION 7.06         Compensation and Reimbursement......................................30
         SECTION 7.07         Reliance on Officers' Certificate...................................31
         SECTION 7.08         Disqualification; Conflicting Interests.............................31
         SECTION 7.09         Corporate Trustee Required; Eligibility.............................31
         SECTION 7.10         Resignation and Removal; Appointment of Successor...................31
         SECTION 7.11         Acceptance of Appointment By Successor..............................33


                                       ii
<PAGE>

         SECTION 7.12         Merger, Conversion, Consolidation or Succession to Business.........34
         SECTION 7.13         Preferential Collection of Claims Against the Company...............34

                                                  ARTICLE VIII
                                         CONCERNING THE SECURITYHOLDERS

         SECTION 8.01         Evidence of Action by Securityholders...............................34
         SECTION 8.02         Proof of Execution by Securityholders...............................35
         SECTION 8.03         Who May be Deemed Owners............................................35
         SECTION 8.04         Certain Securities Owned by Company Disregarded.....................35
         SECTION 8.05         Actions Binding on Future Securityholders...........................36

                                                   ARTICLE IX
                                            SUPPLEMENTAL INDENTURES

         SECTION 9.01         Supplemental Indentures Without the
                              Consent of  Securityholders.........................................36
         SECTION 9.02         Supplemental Indentures With Consent of Securityholders.............37
         SECTION 9.03         Effect of Supplemental Indentures...................................38
         SECTION 9.04         Securities Affected by Supplemental Indentures......................38
         SECTION 9.05         Execution of Supplemental Indentures................................38

                                                   ARTICLE X
                                             SUCCESSOR CORPORATION

         SECTION 10.01        Company May Consolidate, Etc........................................39
         SECTION 10.02        Successor Corporation Substituted...................................39
         SECTION 10.03        Evidence of Consolidation, Etc. to Trustee..........................40

                                                   ARTICLE XI
                                   SATISFACTION AND DISCHARGE AND DEFEASANCE

         SECTION 11.01        Satisfaction and Discharge of Indenture.............................40
         SECTION 11.02        Defeasance and Covenant Defeasance..................................40
         SECTION 11.03        Deposited Moneys to be Held in Trust................................43
         SECTION 11.04        Payment of Moneys Held by Paying Agents.............................43
         SECTION 11.05        Repayment to Company................................................43
         SECTION 11.06        Reinstatement.......................................................43
         SECTION 11.07        Other Coin or Currency Units........................................43

                                                  ARTICLE XII
                                           IMMUNITY OF INCORPORATORS,
                                      STOCKHOLDERS, OFFICERS AND DIRECTORS

         SECTION 12.01        No Recourse.........................................................44


                                      iii
<PAGE>

                                                  ARTICLE XIII
                                            MISCELLANEOUS PROVISIONS

         SECTION 13.01        Effect on Successors and Assigns....................................44
         SECTION 13.02        Actions by Successor................................................44
         SECTION 13.03        Notices.............................................................44
         SECTION 13.04        Governing Law.......................................................45
         SECTION 13.05        Treatment of Securities as Debt.....................................45
         SECTION 13.06        Compliance Certificates and Opinions................................45
         SECTION 13.07        Payments on Business Days...........................................45
         SECTION 13.08        Conflict with Trust Indenture Act...................................46
         SECTION 13.09        Effect of Headings and Table of Contents............................46
         SECTION 13.10        Counterparts........................................................46
         SECTION 13.11        Separability........................................................46
         SECTION 13.12        Assignment..........................................................46

</TABLE>


                                       iv
<PAGE>

         INDENTURE, dated as of May [ ], 2001, among International Flavors &
Fragrances Inc., a New York corporation (the "Company"), and Bank One Trust
Company, N.A., as trustee (the "Trustee"):

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured debt securities (hereinafter referred to as the
"Securities"), in an unlimited aggregate principal amount to be issued from time
to time in one or more series as in this Indenture provided, as registered
Securities without coupons, to be authenticated by the certificate of the
Trustee;

         WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture; and

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

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

                                   ARTICLE I

                                   DEFINITIONS

SECTION 1.01      Definitions of Terms.

                  The terms defined in this Section (except as in this Indenture
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 and shall include the plural
as well as the singular. All other terms used in this Indenture that are defined
in the Trust Indenture Act of 1939, as amended, or that are by reference in such
Act defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act.

                  "Attributable Debt" has the meaning set forth in Section
4.06(c).

                  "Authenticating Agent" means an authenticating agent with
respect to all or any of the series of Securities appointed with respect to all
or any series of the Securities by the Trustee pursuant to Section 2.10.

                  "Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any committee of such Board duly authorized to act generally or in a
particular respect for the Company hereunder.


<PAGE>

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

                  "Business Day" means, with respect to any series of
Securities, any day other than a day on which Federal or State banking
institutions in the Borough of Manhattan, The City of New York, are authorized
or obligated by law, executive order or regulation to close.

                  "Commission" means the Securities and Exchange Commission, or
any successor agency or commission.

                  "Company" means International Flavors & Fragrances Inc., a
corporation duly organized and existing under the laws of the State of New York,
and, subject to the provisions of Article Ten, shall also include its successors
and assigns.

                  "Consolidated Net Tangible Assets" as used herein means, as of
any particular time, the total of all the assets appearing on the most recent
consolidated balance sheet of the Company and the Subsidiaries (less applicable
reserves and other properly deductible items) after deducting therefrom: (a) all
current liabilities, including current maturities of long-term debt and of
obligations under capital leases; and (b) the total of the net book values of
all assets of the Company and the Subsidiaries properly classified as intangible
assets under U.S. generally accepted accounting principles (including goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangible assets).

                  "Corporate Trust Office" means the office of the Trustee at
which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 153 West 51st
Street, New York, New York 10019.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
or similar official under any Bankruptcy Law.

                  "Debt" has the meaning set forth in Section 4.05(a).

                  "Default" means any event, act or condition that with notice
or lapse of time, or both, would constitute an Event of Default.

                  "Depositary" means, with respect to Securities of any series
that the Company shall determine will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any
successor registered as a clearing agency under the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.01 or 2.11.

                  "Event of Default" means, with respect to Securities of a
particular series, any event specified in Section 6.01, continued for the period
of time, if any, therein designated.

                  "Global Security" means, with respect to any series of
Securities, a Security executed by the Company and delivered by the Trustee to
the Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.



                                       2
<PAGE>

                  "Governmental Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depositary receipt; provided, however, that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

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

                  "Indenture" means this instrument as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof and, with respect to any Security, by
the terms of such Security (as such terms may be amended pursuant to the
applicable provisions hereof).

                  "Interest Payment Date", when used with respect to any
installment of interest on a Security of a particular series, means the date
specified in such Security or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and
payable.

                  "Lien" has the meaning set forth in Section 4.05(a).

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board of Directors, Chief Executive Officer, President or a Vice
President and by the Treasurer or an Assistant Treasurer, or the Controller or
an Assistant Controller, or the Secretary or an Assistant Secretary of the
Company that is delivered to the Trustee in accordance with the terms hereof.
Each such certificate shall include the statements provided for in Section
13.06, if and to the extent required by the provisions thereof.

                  "Opinion of Counsel" means an opinion in writing of legal
counsel, who may be an employee of or counsel for the Company, that is delivered
to the Trustee in accordance with the terms hereof. Each such opinion shall
include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.

                  "Outstanding", when used with reference to Securities of any
series, means, subject to the provisions of Section 8.04, as of any particular
time, all Securities of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Securities theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation; (b) Securities or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in the necessary amount
shall have been deposited pursuant hereto in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent) for the holders of such Securities; provided, however, that if such
Securities or portions of


                                       3
<PAGE>

such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article Three, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07.

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

                  "Principal Property" means the land, improvements, building
and fixtures (including any leasehold interest thereof) constituting the
principal corporate office, any manufacturing plant or any manufacturing or
research or engineering facility (whether owned at or acquired after the date of
the Indenture) that is owned or leased by the Company or a Restricted
Subsidiary, which is located within the continental United States and has a net
book value at the time of the determination in excess of the greater of 10% of
Consolidated Net Tangible Assets or $50 million, unless the Board of Directors
has determined in good faith that such office, plant or facility is not of
material importance to the total business conducted by the Company and the
Subsidiaries taken as a whole, provided, however, that the Company's corporate
office located at 521 West 57th Street, New York, New York 10019-2960 shall not
be deemed a Principal Property.

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

                  "Registrar" has the meaning set forth in Section 2.05(b).

                  "Responsible Officer" when used with respect to the Trustee
means any officer assigned to administer corporate trust matters or to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

                  "Restricted Subsidiary" means any Subsidiary (i) substantially
all of whose property is located within the continental United States, (ii)
which owns a Principal Property and (iii) in which the Company's investment
exceeds 1% of the aggregate amount of assets included on a consolidated balance
sheet of the Company and its Subsidiaries as of the end of the last fiscal
quarter for which financial information is available. However, the term
"Restricted Subsidiary" shall exclude any Subsidiary that is principally engaged
in the leasing and financing of real property.

                  "Sale and Lease-Back Transaction" has the meaning set forth in
Section 4.06(b).

                  "Securities" means the debt Securities authenticated and
delivered under this Indenture.

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

                  "Securityholder", "Holder", "holder of Securities",
"registered holder", or other similar term, means the Person or Persons in whose
name or names a particular Security shall be registered on the books of the
Company kept for that purpose in accordance with the terms of this Indenture.



                                       4
<PAGE>

                  "Security Register" and "Security Registrar" have the meanings
set forth in Section 2.05.

                  "Subsidiary" means (i) any corporation at least a majority of
whose outstanding Voting Stock shall at the time be owned, directly or
indirectly, by the Company or by one or more of its Subsidiaries or by the
Company and one or more of its Subsidiaries, (ii) any general partnership,
limited liability company, joint venture or similar entity, at least a majority
of whose outstanding partnership or similar interests shall at the time be owned
by the Company, or by one or more of its Subsidiaries, or by the Company and one
or more of its Subsidiaries and (iii) any limited partnership of which the
Company or any of its Subsidiaries is a general partner.

                  "Transfer" of any Security encompasses any sale, pledge,
transfer, hypothecation or other disposition or any interest therein.

                  "Trustee" means Bank One Trust Company, N.A., and, subject to
the provisions of Article Seven, shall also include its successors and assigns,
and, if at any time there is more than one Person acting in such capacity
hereunder, "Trustee" shall mean each such Person. The term "Trustee" as used
with respect to a particular series of the Securities shall mean the trustee
with respect to that series.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.

                  "Voting Stock", as applied to stock of any Person, means
shares, interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.



                                   ARTICLE II

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01      Designation and Terms of Securities.

                  (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series up to the aggregate principal amount of
Securities of that series from time to time authorized by or pursuant to a Board
Resolution of the Company or pursuant to one or more indentures supplemental
hereto. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution of the Company, and set
forth in an Officers' Certificate of the Company, or established in one or more
indentures supplemental hereto:

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

                           (2) any limit upon the aggregate principal amount of
                  the Securities of that series that may be authenticated and
                  delivered under this


                                       5
<PAGE>

         Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of that series);

                  (3) of the series is payable; the date or dates on which the
         principal of the Securities

                  (4) the place or places where payments will be made;

                  (5) the rate or rates at which the Securities of the series
         shall bear interest or the manner of calculation of such rate or rates,
         if any;

                  (6) the date or dates from which such interest shall accrue,
         the Interest Payment Dates on which such interest will be payable or
         the manner of determination of such Interest Payment Dates and the
         record date for the determination of holders to whom interest is
         payable on any such Interest Payment Dates;

                  (7) the right, if any, to extend the interest payment periods
         and the duration of such extension;

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

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

                  (10) the form of the Securities of the series including the
         form of the Certificate of Authentication for such series;

                  (11) if other than denominations of one thousand U.S. dollars
         ($1,000) or any integral multiple thereof, the denominations in which
         the Securities of the series shall be issuable;

                  (12) any and all other terms with respect to such series
         (which terms shall not be inconsistent with the terms of this
         Indenture), including any terms which may be required by or advisable
         under United States laws or regulations or advisable in connection with
         the marketing of Securities of that series;

                  (13) whether the Securities are issuable as Global Securities
         and, in such case, the identity for the Depositary for such series;

                  (14) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the maturity thereof
         pursuant to Section 6.01;



                                       6
<PAGE>

                  (15) any additional or different Events of Default or
         restrictive covenants provided for with respect to the Securities of
         the series;

                  (16) any provisions granting special rights to holders when a
         specified event occurs;

                  (17) if other than such coin or currency of the United States
         of America as at the time of payment is legal tender for payment of
         public or private debts, the coin or currency or currency unit in which
         payment of the principal of, or premium, if any, or interest on the
         Securities of the series shall be payable; and

                  (18) the application, if any, of Section 11.02.

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to any such Board Resolution or in any indentures supplemental
hereto pertaining to such series of Securities.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution of the Company, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate of the Company setting forth the terms of
the series.

                  SECTION 2.02 Form of Securities and Trustee's Certificate.

                  The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution of the Company and as set forth in an
Officers' Certificate of the Company and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which Securities of that series
may be listed, or to conform to usage.

                  SECTION 2.03 Denominations; Provisions for Payment.

                  The Securities shall be issuable, except as otherwise provided
with respect to any series of Securities pursuant to Section 2.01 as registered
Securities in the denominations of one thousand U.S. dollars ($1,000) or any
integral multiple thereof, subject to Sections 2.01(11) and 2.01(17). The
Securities of a particular series shall bear interest payable on the dates and
at the rate specified with respect to that series. Unless otherwise provided as
contemplated by Section 2.01 with respect to any series of Securities, the
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in the coin or currency of the United States of America that at the time
is legal tender for public and private debt. Such payment shall be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.



                                       7
<PAGE>

                  The interest installment on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in Section 3.03.

                  Any interest on any Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Securities of the same series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder, and such Defaulted Interest
shall be paid by the Company, at its election, as provided in clause (1) or
clause (2) below:

                  (1) The Company may make payment of any Defaulted Interest on
         Securities to the Persons in whose names such Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a special record date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner: the Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such Security 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 not be more than
         15 nor less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment. The Trustee shall promptly notify the Company of
         such special record date and, in the name and at the expense of the
         Company, shall cause notice of the proposed payment of such Defaulted
         Interest and the special record date therefor to be mailed, first class
         postage prepaid, to each Securityholder at his or her address as it
         appears in the Security Register (as hereinafter defined), not less
         than 10 days prior to such special record date. Notice of the proposed
         payment of such Defaulted Interest and the special record date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Persons in whose names such Securities (or their respective
         Predecessor Securities) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (2).

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

                  Unless otherwise set forth in a Board Resolution of the
Company or one or more indentures supplemental hereto establishing the terms of
any series of Securities pursuant to


                                       8
<PAGE>

Section 2.01 hereof, the term "regular record date" as used in this Section with
respect to a series of Securities with respect to any Interest Payment Date for
such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the first day of a month, or the last day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the fifteenth day of a month, whether or not such date is a Business
Day.

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

                  SECTION 2.04 Execution and Authentications.

                  The Securities shall be signed on behalf of the Company by its
Chairman of the Board of Directors, Chief Executive Officer, President or one of
its Vice Presidents, together with its Treasurer or any of its Assistant
Treasurers, or its Controller or any of its Assistant Controllers, or its
Secretary or any of its Assistant Secretaries, under its corporate seal which
may, but need not be, attested by its Secretary or one of its Assistant
Secretaries. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. In case any such officer who shall have
signed any of the Securities shall cease to be such officer before the Security
so signed shall be authenticated and delivered by the Trustee or disposed of by
the Company, such Security nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Security had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
Company by such Persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Company, although at the date of
the execution and delivery of this Indenture any such Person was not such an
officer. The seal of the Company may be in the form of a facsimile of such seal
and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities. The Securities may contain such notations, legends or endorsements
required by law, stock exchange rule or usage. Each Security shall be dated the
date of its authentication by the Trustee.

                  A Security shall not be valid until authenticated manually by
an authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
written order of the Company for the authentication and delivery of such
Securities, signed by its Chairman of the Board of Directors, Chief Executive
Officer, President or any Vice President and its Treasurer or any Assistant
Treasurer, or its Controller or any Assistant Controller or its Secretary or any
Assistant Secretary, and the Trustee in accordance with such written order shall
authenticate and deliver such Securities.



                                       9
<PAGE>

                  In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be provided, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
each stating that the form and terms thereof have been established in conformity
with the provisions of this Indenture.

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

                  SECTION 2.05 Registration of Transfer and Exchange.

                  (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for such
purpose in the Borough of Manhattan, the City and State of New York, for other
Securities of such series of authorized denominations, and for a like aggregate
principal amount, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this Section. In
respect of any Securities so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers
not contemporaneously outstanding.

                  (b) The Company shall keep, or cause to be kept, at its office
or agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company a register
or registers (herein referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Securities and the transfers of Securities as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed as authorized by Board Resolution or as
established in one or more indentures supplemental hereto (the "Registrar").

                  Upon surrender for transfer of any Security at the office or
agency of the Company designated for such purpose, the Company shall execute,
the Trustee shall authenticate and such office or agency shall deliver in the
name of the transferee or transferees a new Security or Securities of the same
series as the Security presented for a like aggregate principal amount.

                  All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Company or the Registrar) by a written instrument or
instruments of transfer, in form satisfactory to the Company or the Registrar,
duly executed by the registered holder or by such holder's duly authorized
attorney in writing.

                  (c) No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, the second paragraph of Section
3.03 and Section 9.04 not involving any transfer.



                                       10
<PAGE>

                  (d) The Company shall not be required (i) to issue, exchange
or register the transfer of any Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Securities of the same series and
ending at the close of business on the day of such mailing, nor (ii) to register
the transfer of or exchange any Securities of any series or portions thereof
called for redemption.

                  The provisions of this Section 2.05 are, with respect to any
Global Security, subject to Section 2.11 hereof.

                  SECTION 2.06 Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities in lieu thereof (printed, lithographed or typewritten) in
any authorized denomination. Such temporary Securities shall be substantially in
the form of the definitive Securities in lieu of which they are issued, but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series 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 Securities of such series. Without unnecessary delay,
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

                  SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities.

                  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon the Company's request the Trustee
(subject as aforesaid) shall authenticate and deliver, a new Security of the
same series, bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Security and of the ownership thereof. The
Trustee shall authenticate any such substituted Security and deliver the same
upon the written request or authorization of any officer of the Company. Upon
the issuance of any substituted Security, the Company may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. In case any Security that has
matured or is about to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
them harmless, and, in


                                       11
<PAGE>

case of destruction, loss or theft, evidence to the satisfaction of the Company
and the Trustee of the destruction, loss or theft of such Security and of the
ownership thereof.

                  Every replacement Security issued pursuant to the provisions
of this Section shall constitute an additional contractual obligation of the
Company whether or not the mutilated, destroyed, lost or stolen Security shall
be found at any time, or be enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of the same series duly issued hereunder. All Securities 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 Securities, and shall preclude (to the extent lawful) 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 2.08 Cancellation.

                  Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any
paying agent, be delivered to the Trustee for cancellation, or, if surrendered
to the Trustee, shall be cancelled by it, and no Securities shall be issued in
lieu thereof except as expressly required or permitted by any of the provisions
of this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

                  SECTION 2.09 Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any Person, other than the
parties hereto and the holders of the Securities, 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 such covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the holders
of the Securities.

                  SECTION 2.10 Authenticating Agent.

                  So long as any of the Securities of any series remain
Outstanding there may be an Authenticating Agent for any or all such series of
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial
redemption thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each Authenticating
Agent shall be acceptable to the Company and shall be a corporation that has a
combined capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized or in
which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject


                                       12
<PAGE>

to supervision or examination by Federal or State authorities. If at any time
any Authenticating Agent shall cease to be eligible in accordance with these
provisions, it shall resign immediately.

                  Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

                  SECTION 2.11 Global Securities.

                  (a) If the Company shall establish pursuant to Section 2.01
that the Securities of a particular series are to be issued as one or more
Global Securities, then the Company shall execute and the Trustee shall, in
accordance with Section 2.04, authenticate and deliver, one or more Global
Securities that (i) shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the Outstanding Securities of such
series, (ii) shall be registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary."

                  (b) Notwithstanding the provisions of Section 2.05, a Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.

                  (c) If at any time the Depositary for a series of the
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, and a successor Depositary for such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be applicable to the Securities of such series and the
Company will execute, and subject to Section 2.05, the Trustee will authenticate
and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security or Securities of such series in
exchange for such Global Security or Securities. In addition, the Company may at
any time determine that the Securities of any series shall no longer be
represented by a Global Security or Securities and that the provisions of this
Section 2.11 shall no longer apply to the Securities of such series. In such
event the Company will execute and subject to Section 2.05, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities of such series in exchange for such Global Security or
Securities. Upon the exchange of the Global Security or Securities for such
Securities in definitive registered form without coupons, in authorized
denominations, the Global Security or Securities shall be canceled


                                       13
<PAGE>

by the .Trustee. Such Securities in definitive registered form issued in
exchange for the Global Security or Securities pursuant to this Section 2.11(c)
shall be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities
to the Depositary for delivery to the Persons in whose names such Securities are
so registered.

                                  ARTICLE III

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

                  SECTION 3.01 Redemption.

                  The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01 hereof and this Article.

                  SECTION 3.02 Notice of Redemption.

                  (a) In case the Company shall desire to exercise such right to
redeem all or, as the case may be, a portion of the Securities of any series in
accordance with the right reserved so to do, the Company shall, or shall cause
the Trustee to, give notice of such redemption to holders of the Securities of
such series to be redeemed by mailing, first class postage prepaid, a notice of
such redemption not less than 30 days and not more than 90 days before the date
fixed for redemption of that series to such holders at their last addresses as
they shall appear in the Security Register unless a shorter period is specified
in the Securities to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of
such series or any other series. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with any
such restriction.

                  Each such notice of redemption shall specify the date fixed
for redemption and the redemption price at which Securities of that series are
to be redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company in
the Borough of Manhattan, the City and State of New York, upon presentation and
surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said
date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to be
redeemed, the notice to the holders of Securities of that series to be redeemed
in whole or in part shall specify the particular Securities to be so redeemed.
In case any Security is to be redeemed in part only, the notice that relates to
such Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date, upon surrender
of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.

                  (b) If less than all the Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days' notice in advance
of the date fixed for redemption as to the


                                       14
<PAGE>

aggregate principal amount of Securities of the series to be redeemed, and
thereupon the Trustee shall select, by lot or in such other manner as it shall
deem appropriate and fair in its discretion, the Securities (or portions
thereof) of such series to be redeemed and shall thereafter promptly notify the
Company in writing of the numbers of the Securities to be redeemed, in whole or
in part. Unless otherwise provided in an Officers' Certificate or supplemental
indenture provided for in Section 2.01, no Security of a denomination of $1,000
shall be redeemed in part and Securities may be redeemed in part only in
integral multiples of $1,000.

                  The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by its Chairman of the Board of
Directors, Chief Executive Officer, President or any Vice President, instruct
the Trustee or any paying agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the manner
set forth in this Section, such notice to be in the name of the Company or its
own name as the Trustee or such paying agent may deem advisable. In any case in
which notice of redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to
remain with, the Trustee or such paying agent, as the case may be, such Security
Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section.

                  SECTION 3.03 Payment Upon Redemption.

                  (a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption and
interest on such Securities or portions of Securities shall cease to accrue on
and after the date fixed for redemption, unless the Company shall default in the
payment of such redemption price and accrued interest with respect to any such
Security or portion thereof. On presentation and surrender of such Securities on
or after the date fixed for redemption at the place of payment specified in the
notice, said Securities shall be paid and redeemed at the applicable redemption
price for such series, together with interest accrued thereon to the date fixed
for redemption (but if the date fixed for redemption is an interest payment
date, the interest installment payable on such date shall be payable to the
registered holder at the close of business on the applicable record date
pursuant to Section 2.03).

                  (b) Upon presentation of any Security of such series that is
to be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security of
the same series of authorized denominations in principal amount equal to the
unredeemed portion of the Security so presented.

                  SECTION 3.04 Sinking Fund.

                  The provisions of Sections 3.04, 3.05 and 3.06 shall be
applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of
such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series


                                       15
<PAGE>

is herein referred to as an "optional sinking fund payment". If provided for by
the terms of Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 3.05. Each sinking
fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.

                  SECTION 3.05 Satisfaction of Sinking Fund Payments with
Securities.

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

                  SECTION 3.06 Redemption of Securities for Sinking Fund.

                  Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of the series, the portion
thereof, if any, that is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and will,
together with such Officers' Certificate, deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.

                                   ARTICLE IV

                                CERTAIN COVENANTS

                  SECTION 4.01 Payment of Principal, Premium and Interest.

                  The Company will duly and punctually pay or cause to be paid
(in the currency or currency unit in which the Securities of such series are
payable) the principal of and premium, if any, on the Securities, and the
interest which shall have accrued thereon, at the time and place and in the
manner provided in the Securities and in this Indenture.

                  SECTION 4.02 Maintenance of Office or Agency.

                  So long as any series of the Securities remain Outstanding,
the Company agrees to maintain an office or agency in the Borough of Manhattan,
the City and State of New York, with respect to each such series and at such
other location or locations as may be designated as provided in this Section
4.02, where (i) Securities of that series may be presented for payment, (ii)
Securities of that series may be presented as hereinabove authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the


                                       16
<PAGE>

Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its Chairman of the Board of Directors, Chief
Executive Officer, President or a Vice President and delivered to the trustee,
designate some other office or agency for such purposes or any of them. 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, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.

                  SECTION 4.03 Paying Agents.

                  (a) If the Company shall appoint one or more paying agents for
all or any series of the Securities, other than the Trustee, the Company will
cause each such paying agent 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:

                           (1) 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 Securities of that series (whether such sums have been
         paid to it by the Company or by any other obligor of such Securities)
         in trust for the benefit of the Persons entitled thereto;

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

                           (3) that it will, at any time during the continuance
         of any failure referred to in the preceding paragraph (a)(2) above,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such paying agent; and

                           (4) that it will perform all other duties of paying
         agent as set forth in this Indenture.

                  (b) If the Company shall act as its own paying agent with
respect to any series of the Securities, it will on or before each due date of
the principal of (and premium, if any) or interest on Securities of that series,
set aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, prior to each due date
of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (an
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

                  (c) Notwithstanding anything in this Section to the contrary,
(i) the agreement to hold sums in trust as provided in this Section is subject
to the provisions of Section


                                       17
<PAGE>

11.05, and (ii) the Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
direct any paying agent to pay, to the Trustee all sums held in trust by the
Company or such paying agent, such sums to be held by the Trustee upon the same
terms and conditions as those upon which such sums were held by the Company or
such paying agent; and, upon such payment by any paying agent to the Trustee,
such paying agent shall be released from all further liability with respect to
such money.



                  SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee.

                  (a) 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.

                  SECTION 4.05 Limitations on Liens.

                  (a) The Company agrees that it will not, nor will it permit
any Restricted Subsidiaries to, issue, incur, create, assume or guarantee any
debt for borrowed money, collectively referred to as "Debt," secured by any
mortgage, deed of trust, security interest, pledge, lien, charge or other
encumbrance, each a "Lien" and collectively "Liens," upon any Principal Property
or shares of stock (or other equivalents of or interests in equity) or
indebtedness of a Restricted Subsidiary without in any such case providing
concurrently with the issuance, incurrence, creation, assumption or guaranty of
such secured Debt, or the grant of such Lien, that the Securities (together
with, at the Company's option, any other indebtedness of or guarantee by the
Company ranking equally with the Securities) shall be secured equally and
ratably with (or, at the option of the Company, prior to) such secured Debt. The
foregoing restriction, however, will not apply to:

                           (1) Liens on property, shares of stock or
         indebtedness of a Person existing at the time such Person becomes a
         Restricted Subsidiary, provided that such Liens are not created in
         anticipation of the transaction in which such Person becomes a
         Restricted Subsidiary;

                           (2) Liens on property acquired by the Company or a
         Restricted Subsidiary existing at the time of acquisition by the
         Company or a Restricted Subsidiary;

                           (3) Liens on property acquired by the Company or a
         Restricted Subsidiary and created prior to, at the time of, or within
         180 days after the acquisition thereof, or the completion of
         construction, the completion of improvements or the commencement of
         substantial commercial operation of such property, for the purpose of
         financing all or any part of the purchase price thereof, such
         construction or the making of such improvements;

                           (4) Liens to secure indebtedness owing to the Company
         or a Restricted Subsidiary;

                           (5) Liens existing on the date of the initial
         issuance of any Securities;



                                       18
<PAGE>

                           (6) Liens on property, shares of stock or
         indebtedness of a Person existing at the time such Person is merged
         into or consolidated with the Company or a Restricted Subsidiary or at
         the time of a sale, lease or other disposition of all or substantially
         all of the properties of a Person as an entirety or substantially as an
         entirety to the Company or a Restricted Subsidiary, provided that such
         Lien was not incurred in contemplation of such merger or consolidation
         or sale, lease or other disposition;

                           (7) Liens in favor of the United States of America or
         any state, territory or possession thereof (or the District of
         Columbia), or any department, agency, instrumentality or political
         subdivision of the United States of America or any state, territory or
         possession thereof (or the District of Columbia), to secure partial,
         progress, advance or other payments pursuant to any contract or statute
         or to secure any indebtedness incurred for the purpose of financing all
         or any part of the purchase price or the cost of constructing or
         improving the property subject to such Liens; or

                           (8) extensions, renewals or replacements of any Lien
         referred to in the foregoing clauses (1) through (7) or of any Debt
         secured thereby; provided, however, that such extension, renewal or
         replacement Lien shall secure no longer an amount of Debt than that
         existing at the time of such extension, renewal or replacement.

                  (b) Notwithstanding the restrictions in Section 4.05(a), the
Company or a Restricted Subsidiary may issue, incur, create, assume or guarantee
Debt secured by a Lien which would otherwise be subject to the foregoing
restrictions, without equally and ratably securing the Securities, provided that
after giving effect thereto, the aggregate amount of all Debt so secured by
Liens (not including Liens permitted under clauses (1) through (8) above) does
not exceed the greater of (1) 15% of Consolidated Net Tangible Assets or (2)
$100 million.

                  SECTION 4.06 Limitations on Sale and Lease-Back Transactions.

                  (a) The Company covenants that it will not, nor will it allow
the Restricted Subsidiaries to, enter into, any Sale and Lease-Back Transaction
with respect to any Principal Property, other than any such transaction
involving a lease for a term of not more than three years or any such
transaction between the Company and one of the Restricted Subsidiaries or
between Restricted Subsidiaries, unless at the effective time of such
transaction:

                           (1) the Company or the Restricted Subsidiary would be
         entitled, pursuant to the Limitation on Liens set forth in Section
         4.05, without equally and ratably securing the Securities, to incur
         Debt secured by a Lien on the Principal Property involved in such
         transaction in an amount at least equal to the Attributable Debt with
         respect to such Sale and Lease-Back Transaction, without equally and
         ratably securing the Securities; or

                           (2) the Company or the Restricted Subsidiary applies,
         within 180 days of the effective date of the Sale and Lease-Back
         Transaction, an amount equal to the greater of (i) the net proceeds of
         such sale or (ii) the Attributable Debt with respect to such Sale and
         Lease-Back Transaction to either (or a combination of) (x) the
         prepayment or retirement (other than any mandatory retirement,
         mandatory prepayment or sinking fund payment or payment at


                                       19
<PAGE>

         maturity) of debt for borrowed money of the Company or a Restricted
         Subsidiary (other than debt that is subordinate to the Securities or
         debt to the Company or a Restricted Subsidiary) that matures more than
         12 months after its creation or (y) the purchase, construction or
         development of other comparable property.

                  (b) For purposes of this Section 4.06, "Sale and Lease-Back
Transaction" means any arrangement with any Person providing for the leasing by
the Company or any Restricted Subsidiary of any Principal Property, whether
owned at the date of this Indenture or thereafter acquired (excluding temporary
leases of a term, including renewal periods, of not more than three years), that
has been or is to be sold or transferred by the Company or any Restricted
Subsidiary to such Person with the intention of taking back a lease of this
property. The term "Attributable Debt" as used with regard to a Sale and
Lease-Back Transaction of a Principal Property means, at the time of
determination, the lesser of: (a) the fair market value of the Principal
Property leased (as determined in good faith by the Board of Directors of the
Company); or (b) the present value of the total net amount of rent required to
be paid under such lease during the remaining term thereof (including any period
for which such lease has been extended), discounted at the rate of interest set
forth or implicit in the terms of such lease, as determined in good faith by the
Board of Directors of the Company, compounded semi-annually. In the case of any
lease that is terminable by the lessee upon the payment of a penalty, such net
amount shall be the lesser of (x) the net amount determined assuming termination
upon the first date such lease may be terminated (in which case the net amount
shall also include the amount of the penalty, but no rent shall be considered as
required to be paid under such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated) and (y) the net amount determined assuming no such
termination.

                                   ARTICLE V

                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

                  SECTION 5.01 Company to Furnish Trustee Names and Addresses of
                               Securityholders.

                  The Company will furnish or cause to be furnished to the
Trustee (a) not more than 15 days after each regular record date (as defined in
Section 2.03) a list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of each series of Securities as of such
regular record date, provided that the Company shall not be obligated to furnish
or cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Company and
(b) at such other times as the Trustee may request in writing within 30 days
after the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that, in either case, no such list need be
furnished for any series for which the Trustee shall be the Registrar.

                  SECTION 5.02 Preservation Of Information; Communications With
                               Securityholders.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses


                                       20
<PAGE>

of holders of Securities received by the Trustee in its capacity as Registrar
(if acting in such capacity).

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

                  (c) Securityholders may communicate as provided in Section
312(b) of the Trust Indenture Act with other Securityholders with respect to
their rights under this Indenture or under the Securities.

                  SECTION 5.03 Reports by the Company.

                  (a) The Company will file with the Trustee, within 30 days
after the Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) that the Company may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
Act; or, if the Company is not required to file information, documents or
reports pursuant to either of such sections, then to file with the Trustee and
the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, if any, such of the supplementary and periodic
information, documents and reports that 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 will file with the Trustee and the Commission,
in accordance with the rules and regulations prescribed from to time by the
Commission, if any, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture if and as may be required from time to time by such rules
and regulations.

                  (c) The Company will transmit by mail, first class postage
prepaid, or reputable over-night delivery service that provides for evidence of
receipt, to the Securityholders, as their names and addresses appear upon the
Security Register or as otherwise provided for in Section 313(c) of the Trust
Indenture Act, within 30 days after the filing thereof with the Trustee (unless
some other time shall be fixed by the Commission), copies or summaries of any
information, documents and reports required to be filed by the Company pursuant
to subsections (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.

                  SECTION 5.04 Reports by the Trustee.

                  (a) On or before July 15 in each year in which any of the
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15, if
and to the extent required under Section 313(a) of the Trust Indenture Act.

                  (b) The Trustee shall comply with Section 313(b) and 313(c) of
the Trust Indenture Act.



                                       21
<PAGE>

                  (c) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Securities are listed (if so listed) and also
with the Commission. The Company agrees to notify the Trustee when any
Securities become listed on any stock exchange.

                  SECTION 5.05 No Accountability by Reason of Disclosure.

                  Each and every Securityholder, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Securityholders in accordance
with the provisions of this Article V, regardless of the source from which such
information was derived and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under this Article V.

                                   ARTICLE VI

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


                  SECTION 6.01 Events of Default.

                  (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the following
events that has occurred and is continuing:

                           (1) the Company defaults in the payment of any
         installment of interest upon any of the Securities of that series, as
         and when the same shall become due and payable, and continuance of such
         default for a period of 30 days; provided, however, that a valid
         extension of an interest payment period by the Company in accordance
         with the terms of any indenture supplemental hereto shall not
         constitute a default in the payment of interest for this purpose;

                           (2) the Company defaults in the payment of the
         principal of (or premium, if any, on) any of the Securities of that
         series as and when the same shall become due and payable whether at
         maturity, upon redemption, by declaration or otherwise, or in any
         payment required by any sinking or analogous fund established with
         respect to that series; provided, however, that a valid extension of
         the maturity of such Securities in accordance with the terms of any
         indenture supplemental hereto shall not constitute a default in the
         payment of principal or premium, if any, for this purpose;

                           (3) the Company fails to observe or perform any other
         of its covenants or agreements with respect to that series contained in
         this Indenture or otherwise established with respect to that series of
         Securities pursuant to Section 2.01 hereof (other than a covenant or
         agreement that has been expressly included in this Indenture solely for
         the benefit of one or more series of Securities other than such series)
         for a period of 30 days after the date on which written notice of such
         failure, requiring the same to be remedied and stating that such notice
         is a "Notice of Default" hereunder, shall have been given to the
         Company by the Trustee, by registered or certified mail, or to the
         Company and the Trustee by the


                                       22
<PAGE>

         holders of at least 25% in principal amount of the Securities of that
         series at the time Outstanding;

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

                           (5) a court of competent jurisdiction enters an order
         under any Bankruptcy Law that (i) is for relief against the Company in
         an involuntary case, (ii) appoints a Custodian of the Company for all
         or substantially all of their respective property, or (iii) orders the
         liquidation of the Company, and the order or decree remains unstayed
         and in effect for 90 days.

                  (b) In each and every such case, unless the principal of all
the 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 Securities of that series then Outstanding hereunder, by notice in writing
to the Company (and to the Trustee if given by such Securityholders), may
declare the principal of all the 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, notwithstanding anything contained in this
Indenture or in the Securities of that series or established with respect to
that series pursuant to Section 2.01 to the contrary.

                  (c) At any time after the principal of the Securities of that
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount of
the Securities of that series then Outstanding hereunder, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and (ii) any and all Events of Default under the
Indenture with respect to such series, other than the nonpayment of principal on
Securities of that series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.06.

                  No such rescission and annulment shall extend to or shall
affect any subsequent default or impair any right consequent thereon.

                  (d) In case the Trustee shall have proceeded to enforce any
right with respect to Securities of that series 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, then and in every such case the Company, and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.



                                       23
<PAGE>

                  SECTION 6.02 Collection of Indebtedness and Suits for
                               Enforcement by Trustee.

                  (a) The Company covenants that (1) in case it shall default in
the payment of any installment of interest on any of the Securities of a series,
or any payment required by any sinking or analogous fund established with
respect to that series as and when the same shall have become due and payable,
and such default shall have continued for a period of 90 Business Days, or (2)
in case it shall default in the payment of the principal of (or premium, if any,
on) any of the Securities of a series when the same shall have become due and
payable, whether upon maturity of the Securities of a series or upon redemption
or upon declaration or otherwise, then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Securities of
that series, the whole amount that then shall have been become due and payable
on all such Securities for principal (and premium, if any) or interest, or both,
as the case may be, with interest upon the overdue principal (and premium, if
any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate per annum
expressed in the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

                  (b) If the Company shall fail to pay such amounts forthwith
upon such demand, 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, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or other obligor
upon the Securities of that series and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series, wherever situated.

                  (c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affected the Company, or its creditors or property, the Trustee
shall have power to intervene in such proceedings and take any action therein
that may be permitted by the court and shall (except as may be otherwise
provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Securities of such series allowed for the entire
amount due and payable by the Company under the Indenture at the date of
institution of such proceedings and for any additional amount that may become
due and payable by the Company after such date, and to collect and receive any
moneys or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.06.

                  (d) All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Securities of
that series, may be enforced by the Trustee without the possession of any of
such Securities, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for payment to the Trustee of any
amounts due under Section 7.06, be for the ratable benefit of the holders of the
Securities of such series.



                                       24
<PAGE>

                  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 the 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.

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

                  SECTION 6.03 Application of Moneys Collected.

                  Any moneys collected by the Trustee with respect to a series
of Securities under this Article Six shall be applied in the following order, at
the date or dates fixed by the Trustee for the distribution of such moneys, and,
in case of the distribution of such moneys on account of principal (or premium,
if any) or interest, upon presentation of the Securities of that series,
stamping thereon the payment if only partially paid, and upon surrender thereof,
if fully paid:

                           FIRST: To the payment of costs and expenses of
                  collection and of all amounts payable to the Trustee under
                  Section 7.06; and

                           SECOND: To the payment of the amounts then due and
                  unpaid upon Securities of such series for principal (and
                  premium, if any) and interest, in respect of which or for the
                  benefit of which such money has been collected, ratably,
                  without preference or priority of any kind, according to the
                  amounts due and payable on such Securities for principal (and
                  premium, if any) and interest, respectively.

                  SECTION 6.04 Limitation on Suits.

                  No holder of any Security of any series shall have any right
by virtue or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law 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 (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as trustee hereunder; (iii) such holder or holders
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;
(iv) the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action, suit or
proceeding; and (v) during such 60 day period, the holders of a majority in
principal amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request.

                  Notwithstanding anything contained herein to the contrary, the
right of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest


                                       25
<PAGE>

on such Security, as therein provided, on or after the respective due dates
expressed in such Security (or in the case of redemption, on the redemption
date), or to institute suit for the enforcement of any such payment on or after
such respective dates or redemption date, shall not be impaired or affected
without the consent of such holder, and by accepting a Security hereunder it is
expressly understood, intended and covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right in
any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, 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 holders of Securities of such series. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

                  SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission
                               Not Waiver.

                  (a) Except as otherwise provided in Section 2.07, all powers
and remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.

                  (b) No delay or omission of the Trustee or of any holder of
any of the Securities to exercise any right or power accruing upon any Event of
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 on
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.

                  SECTION 6.06 Control by Securityholders.

                  The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, determined in accordance with
Section 8.04, 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 such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or be unduly prejudicial to the rights of holders of
Securities of any other series at the time Outstanding determined in accordance
with Section 8.04. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding affected thereby, determined in accordance with
Section 8.04, may on behalf of the holders of all of the Securities of such
series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Securities of that series as
and when the same shall become due by the terms of such Securities otherwise
than by acceleration (unless such default has been cured and a sum


                                       26
<PAGE>

sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee (in accordance with Section
6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to
be cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Securities of such 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 Undertaking to Pay Costs.

                  All parties to this Indenture agree, and each holder of any
Securities by such holder's 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, 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 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                  ARTICLE VII

                             CONCERNING THE TRUSTEE

                  SECTION 7.01 Certain Duties and Responsibilities of Trustee.

                  (a) The Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a series and after the curing of all
Events of Default with respect to the Securities of that series that may have
occurred, shall undertake to perform with respect to the Securities of such
series such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee. In case an Event of Default with respect to the Securities of a
series has occurred (that has not been cured or waived), the Trustee shall
exercise with respect to Securities of that series 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.

                  (b) Within ninety (90) days after the occurrence of an Event
of Default with respect to the Securities of a Series, the Trustee shall give to
the holders of the Securities of such series, as provided in Section 313(c) of
the Trust Indenture Act, notice of each default with respect to the Securities
of such series actually known to a Responsible Officer of the Trustee, unless
such Event of Default shall have been cured before the giving of such notice;
but, unless such default be the failure to pay the principal of, or premium, if
any, or interest on any of the Securities of such series when and as the same
shall become payable, or to make any sinking fund payment as to Securities of
the same series, the Trustee shall be protected in withholding such notice, if
and so long as the board of directors, the executive committee or a trust
committee of directors or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the holders
of the Securities of such series.



                                       27
<PAGE>

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

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

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

                           (ii) in the absence of bad faith on the part of the
                  Trustee, the Trustee may with respect to the Securities of
                  such series 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 that 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
                  requirement of this Indenture;

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

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the holders of not less than a majority in principal
         amount of the Securities of any series at the time Outstanding 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 the
         Securities of that series; and

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

                  SECTION 7.02 Certain Rights of Trustee.

                  Except as otherwise provided in Section 7.01:



                                       28
<PAGE>

                  (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, consent, order, approval, bond, security 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 Board Resolution or an
instrument signed in the name of the Company, by the Chairman of the Board of
Directors, the Chief Executive Officer, the President or any Vice President and
by the Treasurer or an Assistant Treasurer, or the Controller or an Assistant
Controller, or the Secretary or an Assistant Secretary thereof (unless other
evidence in respect thereof is specifically prescribed herein);

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

                  (d) 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 Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (that has not been cured
or waived) to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to 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;

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

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security, or other papers or documents, unless requested in writing so to do by
the holders of not less than a majority in principal amount of the Outstanding
Securities of the particular series affected thereby (determined as provided in
Section 8.04); provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; and

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



                                       29
<PAGE>

                  SECTION 7.03 Trustee Not Responsible for Recitals, Validity of
                               Securities or Application of Proceeds Thereof.

                  (a) The recitals contained herein and in the Securities shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

                  (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

                  (c) The Trustee shall not be accountable for the use or
application by the Company of any of the Securities or of the proceeds of such
Securities, or for the use or application of any moneys paid over by the Trustee
in accordance with any provision of this Indenture or established pursuant to
Section 2.01, or for the use or application of any moneys received by any paying
agent other than the Trustee.

                  SECTION 7.04 May Hold Securities.

                  The Trustee or any paying agent or Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, paying agent or
Registrar.

                  SECTION 7.05 Moneys 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
except such as it may agree with the Company to pay thereon.

                  SECTION 7.06 Compensation and Reimbursement.

                  (a) The Company covenants and agrees to pay to the Trustee,
and the Trustee shall be entitled to, such reasonable compensation as the
Company, and the Trustee may from time to time agree in writing, for all
services rendered by it in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Trustee, and, except as otherwise expressly provided herein, the Company will
pay or reimburse 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 counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Company also covenants to indemnify
the Trustee (and its officers, agents, directors and employees) for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim of liability in the premises.

                  (b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Securities upon all property and funds held or collected by


                                       30
<PAGE>

the Trustee as such, except funds held in trust for the benefit of the holders
of particular Securities.

                  (c) The provisions of this Section 7.06 shall survive the
resignation or removal of the Trustee and the termination of this Indenture.

                  SECTION 7.07 Reliance on Officers' Certificate.

                  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 to take 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 to be taken by it under the provisions of this Indenture
upon the faith thereof.


                  SECTION 7.08 Disqualification; Conflicting Interests.

                  If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and
the Company shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.

                  SECTION 7.09 Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least fifty million U.S. dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

                  SECTION 7.10 Resignation and Removal; Appointment of
                               Successor.

                  (a) The Trustee or any successor hereafter appointed, may at
any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first class postage prepaid, to the Securityholders of such series, as
their names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by


                                       31
<PAGE>

order of the Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee with respect to Securities of such series, or any Securityholder of that
series who has been a bona fide holder of a Security or Securities for at least
six months may on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

                  (b) In case at any time any one of the following shall occur:

                           (1) the Trustee shall fail to comply with the
         provisions of Section 7.08 after written request therefor by the
         Company or by any Securityholder who has been a bona fide holder of a
         Security or Securities for at least six months; or

                           (2) the Trustee shall cease to be eligible in
         accordance with the provisions of Section 7.09 and shall fail to resign
         after written request therefor by the Company or by any such
         Securityholder; or

                           (3) the Trustee shall become incapable of acting, or
         shall be adjudged a bankrupt or insolvent, or commence a voluntary
         bankruptcy proceeding, or a receiver of the Trustee or of its property
         shall be appointed or consented to, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation, then, in any
         such case, the Company may remove the Trustee with respect to all
         Securities and appoint a successor trustee by written instrument, in
         duplicate, executed by order of the Board of Directors, one copy of
         which instrument shall be delivered to the Trustee so removed and one
         copy to the successor trustee, or, unless the Trustee's duty to resign
         is stayed as provided herein, any Securityholder who has been a bona
         fide holder of a Security or Securities for at least six months may, on
         behalf of that holder and all others similarly situated, petition any
         court of competent jurisdiction for the removal of the Trustee and the
         appointment of a successor trustee. Such court may thereupon after such
         notice, if any, as it may deem proper and prescribe, remove the Trustee
         and appoint a successor trustee.

                  (c) The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.

                  (d) Any resignation or removal of the Trustee and appointment
of a successor trustee with respect to the Securities of a series pursuant to
any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

                  (e) Any successor trustee appointed pursuant to this Section
may be appointed with respect to the Securities of one or more series or all of
such series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.



                                       32
<PAGE>

                  SECTION 7.11 Acceptance of Appointment By Successor.

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

                  (b) In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates, (2) shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; and
upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall with respect to the Securities of that or
those series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

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

                  (d) No successor trustee shall accept its appointment unless
at the time of such acceptance such successor trustee shall be qualified and
eligible under this Article.



                                       33
<PAGE>

                  (e) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the succession of
such trustee hereunder by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register.
If the Company fails to transmit such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be transmitted at the expense of the Company.

                  SECTION 7.12 Merger, Conversion, Consolidation or Succession
                               to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 7.08 and eligible
under the provisions of Section 7.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

                  SECTION 7.13 Preferential Collection of Claims Against the
                               Company.

                  The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described 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 included
therein.

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

                  SECTION 8.01 Evidence of Action by Securityholders.

                  Whenever in this Indenture it is provided that the holders of
a majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making of
any demand or request, the giving of any 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 majority or specified percentage of that series have joined
therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by such holders of Securities of that series in Person or
by agent or proxy appointed in writing. If the Company shall solicit from the
Securityholders of any series any request, demand, authorization, direction,
notice, consent, waiver or other action, the Company may, at its option, as
evidenced by an Officers' Certificate, fix in advance a record date for such
series for the determination of Securityholders entitled to give such request,
demand, authorization, direction, notice,


                                       34
<PAGE>

consent, waiver or other action, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of Outstanding
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Securities of that series shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

                  SECTION 8.02 Proof of Execution by Securityholders.

                  Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any Person of
any of the Securities shall be sufficient if made in the following manner:

                  (a) The fact and date of the execution by any such Person of
any instrument may be proved in any reasonable manner acceptable to the Trustee.

                  (b) The ownership of Securities shall be proved by the
Security Register of such Securities or by a certificate of the Registrar
thereof.

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

                  SECTION 8.03 Who May be Deemed Owners.

                  Prior to the due presentment for registration of transfer of
any Security, the Company, the Trustee, any paying agent and any Registrar may
deem and treat the Person in whose name such Security shall be registered upon
the books of the Company as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notice of ownership or
writing thereon made by anyone other than the Registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such 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.

                  SECTION 8.04 Certain Securities Owned by Company Disregarded.

                  In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent of waiver under this Indenture, the Securities of that series
that are owned by the Company or any other obligor on the Securities of that
series or by any Person directly or indirectly controlling or controlled by or
under common control with the Company or any other obligor on the Securities of
that series shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series that the Trustee actually knows are so
owned shall be so disregarded. The Securities so owned that have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not a
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.



                                       35
<PAGE>

                  SECTION 8.05 Actions Binding on Future Securityholders.

                  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 majority or percentage in aggregate principal amount of the Securities of
a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular 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 of that series.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.01 Supplemental Indentures Without the Consent of
                               Securityholders.

                  In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company 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 then in effect), without
the consent of the Securityholders, for one or more of the following purposes:

                  (a) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture; or to make such other provisions in regard to matters or
questions arising under this Indenture or under any supplemental indenture as
the Board of Directors may deem necessary or desirable and which shall not
materially and adversely affect the interests of the Holders of the Securities;

                  (b) evidence the succession of another corporation to the
Company, or successive successions and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company pursuant
to Article Ten;

                  (c) to provide for uncertificated Securities in addition to or
in place of certificated Securities;

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



                                       36
<PAGE>

                  (e) to add to, delete from, or revise the conditions,
limitations, and restrictions on the authorized amount, terms, or purposes of
issue, authentication, and delivery of Securities, as herein set forth;

                  (f) to make any change that does not adversely affect the
rights of any Securityholder in any material respect;

                  (g) to provide for the issuance of and establish the form and
terms and conditions of the Securities of any series as provided in Section
2.01, to establish the form of any certifications required to be furnished
pursuant to the terms of this Indenture or any series of Securities, or to add
to the rights of the holders of any series of Securities;

                  (h) to secure the Securities pursuant to the requirements of
Section 4.05;

                  (i) to add any additional Events of Default;

                  (j) to change or eliminate any of the provisions of this
Indenture; provided that any such change or elimination shall become effective
only when there is no Security of any series Outstanding created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; and

                  (k) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than the one Trustee, pursuant to the requirements of Section
7.11.

                  The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section may be executed by the Company and the Trustee without the consent
of the holders of any of the Securities at the time Outstanding, notwithstanding
any of the provisions of Section 9.02.

                  SECTION 9.02 Supplemental Indentures With Consent of
Securityholders.

                  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
Securities of each series affected by such supplemental indenture or indentures
at the time Outstanding, the Company, when authorized by resolution of its 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 then in effect) 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 not covered by Section 9.01 the rights of the holders of the
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each
Security then Outstanding and affected thereby, (i) extend the fixed maturity of
any Securities of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce

                                       37
<PAGE>


any premium payable upon the redemption thereof or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any
such supplemental indenture.

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

                  SECTION 9.03 Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture pursuant to
the provisions of this Article or of Section 10.01, this Indenture shall, with
respect to such series, 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 of Securities of the series affected thereby 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 Securities Affected by Supplemental Indentures.

                  Securities of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01 may bear a
notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then Outstanding.

                  SECTION 9.05 Execution of Supplemental Indentures.

                  Upon the request of the Company, accompanied by its Board
Resolutions authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders,
if required to consent thereto 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,
subject to the provisions of Section 7.01, shall be provided an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof, if the Trustee shall so request; provided, however, that such Officers'
Certificate and Opinion of Counsel need not be provided in connection with the
execution of a supplemental indenture that establishes the terms of a series of
Securities pursuant to Section 2.01 hereof.

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting
forth in general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and


                                       38
<PAGE>

addresses appear upon the Security Register. Any failure of the Trustee to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.


                                   ARTICLE X

                              SUCCESSOR CORPORATION

                  SECTION 10.01 Company May Consolidate, Etc.

                  Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or into
any other corporation or corporations (whether or not affiliated with the
Company) or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company or its
successor or successors as an entirety, or substantially as an entirety, to any
other corporation (whether or not affiliated with the Company or its successor
or successors) authorized to acquire and operate the same; provided, however,
the Company hereby covenants and agrees that, upon any such consolidation,
merger, sale, conveyance, transfer or other disposition, the due and punctual
payment of the principal of (premium, if any) and interest on all of the
Securities of all series in accordance with the terms of each series, according
to their tenor and the due and punctual performance and observance of all the
covenants and conditions of this Indenture with respect to each series or
established with respect to such series pursuant to Section 2.01 to be kept or
performed by the Company shall be expressly assumed, by supplemental indenture
(which shall conform to the provisions of the Trust Indenture Act, as then in
effect) satisfactory in form to the Trustee executed and delivered to the
Trustee by the entity formed by such consolidation, or into which the Company
shall have been merged, or by the entity which shall have acquired such
property.

                  SECTION 10.02 Successor Corporation Substituted.

                  (a) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of, premium, if any, and interest on all of the Securities of
all series Outstanding and the due and punctual performance of all of the
covenants and conditions of this Indenture or established with respect to each
series of the Securities pursuant to Section 2.01 to be performed by the Company
with respect to each series, such successor corporation shall succeed to and be
substituted for the Company with the same effect as if it had been named as the
Company herein, and thereupon the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Securities.

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

                  (c) Nothing contained in this Indenture or in any of the
Securities shall prevent the Company from merging into itself or acquiring by
purchase or otherwise all or any part of the property of any other Person
(whether or not affiliated with the Company).



                                       39
<PAGE>

                  SECTION 10.03 Evidence of Consolidation, Etc. to Trustee.

                  The Trustee, subject to the provisions of Section 7.01, shall
be provided an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such

consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article.

                                   ARTICLE XI

                    SATISFACTION AND DISCHARGE AND DEFEASANCE

                  SECTION 11.01 Satisfaction and Discharge of Indenture.

                  If at any time: (a) the Company shall have delivered to the
Trustee for cancellation all Securities of a series theretofore authenticated
(other than any Securities that shall have been destroyed, lost or stolen and
that shall have been replaced or paid as provided in Section 2.07 and Securities
for whose payment money or Governmental Obligations have theretofore been
deposited in trust or segregated and held in trust by the Company and thereupon
repaid to the Company or discharged from such trust, as provided in Section
11.05); or (b) all such Securities of a particular series not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Company shall deposit or cause
to be deposited with the Trustee as trust funds the entire amount in moneys or
Governmental Obligations sufficient or a combination thereof, sufficient in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at
maturity or upon redemption all Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder with respect to such series by the
Company, and shall deliver an Officer's Certificate and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this indenture with respect to such series have
been complied with, then this Indenture shall thereupon cease to be of further
effect with respect to such series except for the provisions of Sections 2.03,
2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of
maturity or redemption date, as the case may be, and Sections 7.06 and 11.05,
that shall survive to such date and thereafter, and the Trustee, on demand of
the Company and at the cost and expense of the Company shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture with
respect to such series.

                  SECTION 11.02 Defeasance and Covenant Defeasance.

                  In addition to discharge of this Indenture pursuant to Section
11.01, if this Section is specified, as contemplated by Section 2.01, to be
applicable to Securities of any series, the Company may at its option elect at
any time either to effect: (i) a defeasance and discharge of the Securities of
any particular series under Section 11.02(a) below; or (ii) a covenant
defeasance of the Securities of any particular series under Section 11.02(b)
below; in each case upon compliance with the applicable conditions set forth in
Section 11.02(c).



                                       40
<PAGE>

                  (a) Upon election by the Company to effect a defeasance and
discharge of the Securities of any series under this Section 11.02(a) and
satisfaction of the conditions precedent set forth in Section 11.02(c) with
respect to the Securities of such series, the Company shall be deemed to have
paid and discharged the Securities of such series and the Company shall be
deemed to have satisfied all its other obligations under such Securities and all
its other obligations relating to such Securities under the Indenture, except
for Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 of the
Indenture that shall survive until the Securities of such series mature and are
paid. Thereafter, Sections 7.06 and 11.05 of this Indenture shall survive with
respect to the Securities of such series.

                  (b) Upon election by the Company to effect a covenant
defeasance with respect to the Securities of any series under this Section
11.02(b), the Company shall be released from its obligations under Sections 4.05
and 4.06 of this Indenture (if applicable to such series) and any covenants made
applicable to the Securities of such series which are subject to defeasance
under the terms of any indenture supplemental hereto or the terms otherwise
established with respect to such series pursuant to Section 2.01 hereof on or
after the date the conditions precedent set forth in Section 11.02(c) are
satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in Sections
4.05 or 4.06 of this Indenture (if applicable to such series) or in any other
covenant applicable to such series which is subject to defeasance under the
terms of an indenture supplemental hereto or the terms otherwise established
with respect to such series pursuant to Section 2.01 hereof pertaining to such
series.

                  (c) The following shall be conditions precedent to the
application of Sections 11.02(a) and 11.02(b):

                           (i) with respect to Section 11.02(a) or 11.02(b) the
                  Company shall have deposited or cause to be deposited
                  irrevocably with the Trustee, as trust funds in trust for the
                  purpose of making the following payments and specifically
                  pledged as security for and dedicated solely to the benefit of
                  the holders of the Securities to be defeased, cash in U.S.
                  dollars (or such other money or currencies as shall then be
                  legal tender in the United States) and/or Governmental
                  Obligations, which through the scheduled payment of interest
                  and principal in respect thereof, in accordance with their
                  terms, will be provided (and without reinvestment and assuming
                  no tax liability will be imposed on the Trustee), not later
                  than one day before the due date of any payment of money, an
                  amount in cash, sufficient, in the opinion of a nationally
                  recognized firm of independent certified public accountants
                  expressed in a written certification thereof delivered to the
                  Trustee, to discharge principal (including premium, if any)
                  and interest on such Securities on the stated maturity of such
                  principal or installment of principal or interest on the dates
                  on which such installments of principal and interest are due,
                  in accordance with the terms of this Indenture, any indenture
                  supplemental thereto entered into pursuant to Section 2.01
                  with respect to such Securities, and such Securities;

                           (ii) in the case of defeasance under Section
                  11.02(a), the Company shall have delivered to the Trustee an
                  Opinion of Counsel based on the fact that (A) the Company has
                  received from, or there has


                                       41
<PAGE>

                  been published by, the Internal Revenue Service a ruling
                  (which ruling may be, but need not be, issued with respect to
                  the Company) or (B) since the date of this Indenture, there
                  has been a change in the applicable United States federal
                  income tax law, in either case to the effect that, and such
                  opinion shall confirm that, the holders of the Outstanding
                  Securities of such series will not recognize income, gain or
                  loss for United States federal income tax purposes as a result
                  of such deposit, defeasance and discharge and will be subject
                  to United States federal income tax on the same amount and in
                  the same manner and at the same times as would have been the
                  case if such deposit, defeasance and discharge had not
                  occurred;

                           (iii) in the case of covenant defeasance under
                  Section 11.02(b), the Company shall have delivered to the
                  Trustee an Opinion of Counsel to the effect that, and such
                  opinion shall confirm that, the holders of the Outstanding
                  Securities of such series will not recognize income, gain or
                  loss for United States federal income tax purposes as a result
                  of such deposit and covenant defeasance and will be subject to
                  United States federal income tax on the same amount and in the
                  same manner and at the same times as would have been the case
                  if such deposit and covenant defeasance had not occurred;

                           (iv) no Event of Default or Default with respect to
                  the Securities to be defeased shall have occurred and be
                  continuing on the date of such deposit, and no such Event of
                  Default under Sections 6.01(a) (4) or (5) or event which with
                  the giving of notice or lapse of time, or both, would become
                  such an Event of Default under Sections 6.01(a) (4) or (5)
                  shall have occurred and be continuing on the 91st day after
                  such date or, if longer, ending on the day following the
                  expiration of the longest preference period applicable to the
                  Company in respect of such deposit (it being understood that
                  this condition of this subsection (iii) shall not be deemed
                  satisfied until the expiration of such period);

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

                           (vi) the Company has delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel, each stating
                  that all conditions precedent provided for relating to either
                  the defeasance and discharge under Section 11.02(a) or the
                  covenant defeasance under Section 11.02(b) (as the case may
                  be) have been complied with;

                           (vii) such defeasance and discharge or covenant
                  defeasance will not cause the Trustee to have a conflicting
                  interest as defined in Section 7.08 or for purposes of the
                  Trust Indenture Act with respect to any securities of the
                  Company or result in the trust arising from such deposit to
                  constitute an investment company under the Investment Company
                  Act of 1940 or such trust shall be qualified under such act or
                  exempt from regulation thereunder; and




                                       42
<PAGE>

                           (viii) the Company has paid or caused to be paid all
                  other sums payable with respect to the Securities to be
                  defeased.

                  SECTION 11.03 Deposited Moneys to be Held in Trust.

                  All moneys or Governmental Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

                  SECTION 11.04 Payment of Moneys Held by Paying Agents.

                  In connection with the satisfaction and discharge of this
Indenture, all moneys or Governmental Obligations then held by any paying agent
under the provisions of this Indenture shall, upon demand of the Company, be
paid to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys or Governmental Obligations.

                  SECTION 11.05 Repayment to Company.

                  Any moneys or Governmental Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for payment
of principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, shall be repaid to the Company on May 31 of each year or (if then held
by the Company) shall be discharged from such trust; and thereupon the paying
agent and the Trustee shall be released from all further liability with respect
to such moneys or Governmental Obligations, and the holder of any of the
Securities entitled to receive such payment shall thereafter, as an unsecured
general creditor, look only to the Company for the payment thereof.

                  SECTION 11.06 Reinstatement.

                  If the Trustee or the paying agent is unable to apply any
money in accordance with either Section 11.01 or 11.02 by reason of any order or
judgment of any court or governmental authority enjoining, restraining, or
otherwise prohibiting such application, then the Company's obligations under the
Securities to be defeased shall be revived and reinstated as though no deposit
had occurred pursuant to this Article XI until such time as the Trustee or
paying agent is permitted to apply all such money in accordance with Section
11.01 or 11.02; provided, however, that if the Company makes any payment of
principal of (and premium, if any) or interest on any such Securities following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the holders of such Securities to receive such payment from the money
held by the Trustee or paying agent.

                  SECTION 11.07 Other Coin or Currency Units.

                  Notwithstanding the foregoing provisions of this Article
Eleven, if the Securities of any series are payable in a coin or currency or
currency unit other than such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public or private
debts, the coin or currency or currency unit or the nature of the government
obligations to be deposited with the Trustee under the foregoing provisions of
this Article Eleven shall be set


                                       43
<PAGE>

forth in the Officers' Certificate or established in the supplemental indenture
under which the Securities of such series are issued.

                                  ARTICLE XII

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

                  SECTION 12.01 No Recourse.

                  No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of such Securities.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

                  SECTION 13.01 Effect on Successors and Assigns.

                  All the covenants, stipulations, promises and agreements in
this Indenture contained by or on behalf of the Company shall bind their
respective successors and assigns, whether so expressed or not.

                  SECTION 13.02 Actions by Successor.

                  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 corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

                  SECTION 13.03 Notices.

                  Except as otherwise expressly provided herein any notice or
demand that by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the


                                       44
<PAGE>

holders of Securities to or on the Company may be given or served by being
deposited first class postage prepaid in a post-office letterbox addressed
(until another address is filed in writing by the Company with the Trustee), as
follows: International Flavors & Fragrances Inc., 521 West 57th Street, New
York, New York 10019-2960. Any notice, election, request or demand by the
Company or any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the Corporate Trust Office of the Trustee.

                  SECTION 13.04 Governing Law.

                  This Indenture and each Security shall be deemed to be a
contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.

                  SECTION 13.05 Treatment of Securities as Debt.

                  It is intended that the Securities will be treated as
indebtedness and not as equity for federal income tax purposes. The provisions
of this Indenture shall be interpreted to further this intention.

                  SECTION 13.06 Compliance Certificates and Opinions.

                  (a) 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 documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

                  (b) Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a condition or
covenant 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 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 13.07 Payments on Business Days.

                  Except as provided pursuant to Section 2.01 pursuant to a
Board Resolution, and as set forth in an Officers' Certificate, or established
in one or more indentures supplemental to this Indenture, in any case where the
date of maturity of interest or principal of any Security or the date of
redemption of any Security shall not be a Business Day, then payment of interest
or principal (and premium, if any) may be made on the next succeeding Business
Day with the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal date.



                                       45
<PAGE>

                  SECTION 13.08 Conflict with Trust Indenture Act.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

                  SECTION 13.09 Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

                  SECTION 13.10 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.

                  SECTION 13.11 Separability.

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

                  SECTION 13.12 Assignment.

                  The Company will have the right at all times to assign any of
its rights or obligations under this Indenture to a direct or indirect
wholly-owned Subsidiary, provided that, in the event of any such assignment, the
Company, will remain liable for all such obligations. Subject to the foregoing,
the Indenture is binding upon and inures to the benefit of the parties thereto
and their respective successors and assigns. This Indenture may not otherwise be
assigned by the parties thereto.


                                       46
<PAGE>

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



                                        INTERNATIONAL FLAVORS & FRAGRANCES INC.

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



                                        BANK ONE TRUST COMPANY, N.A.
                                          as Trustee


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


                                       47