<PAGE>

                                                                     Exhibit 4.5

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


                              CARNIVAL CORPORATION


                                       AND


                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                     TRUSTEE



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



                                    INDENTURE


                           DATED AS OF APRIL 25, 2001


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




                  UNSECURED AND UNSUBORDINATED DEBT SECURITIES

================================================================================
<PAGE>

                              CARNIVAL CORPORATION
                             CROSS REFERENCE SHEET*

THIS CROSS REFERENCE SHEET SHOWS THE LOCATION IN THE INDENTURE OF THE PROVISIONS
INSERTED PURSUANT TO SECTION 310-318(A), INCLUSIVE, OF THE TRUST INDENTURE ACT
OF 1939.

                                                                   SECTIONS OF
                                 TRUST INDENTURE ACT               INDENTURE
                                 -------------------               -----------
310(a)(1)(2)...................................................    6.9
      (3)(4)...................................................    Inapplicable
         (5)...................................................    6.9

310(b).........................................................    6.8 and 6.10
   (b)(1)(A)(C)................................................    Inapplicable

310(c).........................................................    Inapplicable

310(a)(b)......................................................    6.13 and 7.3
   (c).........................................................    Inapplicable

313(a)(1)(2)(3)(4)(5)(7).......................................    7.3
   (6).........................................................    Inapplicable
   (b)(1)......................................................    Inapplicable
      (2)......................................................    7.3
   (c)(d)......................................................    7.3

314(a).........................................................    7.4
   (b).........................................................    Inapplicable
   (c)(1)(2)...................................................    1.2
      (3)......................................................    Inapplicable
   (d).........................................................    Inapplicable
   (e).........................................................    1.2

315(a)(c)(d)...................................................    6.1
   (b).........................................................    6.2
   (e).........................................................    5.14

316(a)(1)......................................................    5.12 and 5.13
      (2)......................................................    Inapplicable
   (b).........................................................    5.8
   (c).........................................................    5.15

317(a).........................................................    5.3 and 5.4
   (b).........................................................    10.3

318(a)(c)......................................................    1.5
   (b).........................................................    Inapplicable

----------
* The Cross Reference Sheet is not part of the Indenture.
<PAGE>

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

Section 1.1       Certain Terms Defined................................................................1
Section 1.2       Compliance Certificates and Opinions.................................................9
Section 1.3       Form of Documents Delivered to Trustee..............................................10
Section 1.4       Acts of Holders.....................................................................10
Section 1.5       Conflict with Trust Indenture Act of 1939...........................................11
Section 1.6       Effect of Headings and Table of Contents............................................12
Section 1.7       Separability Clause.................................................................12
Section 1.8       Benefits of Indenture...............................................................12
Section 1.9       Legal Holidays......................................................................12

                                   ARTICLE II.
                                 SECURITY FORMS

Section 2.1       Forms Generally.....................................................................12
Section 2.2       Form of Face of Security............................................................13
Section 2.3       Form of Reverse of Security.........................................................15
Section 2.4       Form of Trustee's Certificate of Authentication.....................................21
Section 2.5       Securities Issuable in the Form of a Global Security................................21

                                  ARTICLE III.
                                 THE SECURITIES

Section 3.1       Amount Unlimited; Issuable in Series................................................22
Section 3.2       Denominations.......................................................................24
Section 3.3       Execution, Authentication, Delivery and Dating......................................24
Section 3.4       Temporary Securities................................................................26
Section 3.5       Registration; Registration of Transfer and Exchange.................................26
Section 3.6       Mutilated, Destroyed, Lost or Stolen Securities.....................................27
Section 3.7       Payment of Interest; Interest Rights Preserved......................................28
Section 3.8       Persons Deemed Owners...............................................................29
Section 3.9       Cancellation........................................................................30
Section 3.10      Computation of Interest.............................................................30

                                   ARTICLE IV.
                           SATISFACTION AND DISCHARGE

Section 4.1       Satisfaction and Discharge of Indenture.............................................30
Section 4.2       Application of Trust Money..........................................................31
Section 4.3       Repayment of Moneys Held by Paying Agent............................................32
Section 4.4       Repayment of Moneys Held by Trustee.................................................32
<PAGE>

                                   ARTICLE V.
                                    REMEDIES

Section 5.1       Events of Default...................................................................32
Section 5.2       Acceleration of Maturity; Rescission and Annulment..................................34
Section 5.3       Collection of Indebtedness and Suits for Enforcement by Trustee.....................35
Section 5.4       Trustee May File Proofs of Claim....................................................36
Section 5.5       Trustee May Enforce Claims Without Possession of Securities.........................37
Section 5.6       Application of Money Collected......................................................37
Section 5.7       Limitation on Suits.................................................................37
Section 5.8       Unconditional Right of Holders to Receive Principal, Premium and Interest...........38
Section 5.9       Restoration of Right and Remedies...................................................38
Section 5.10      Rights and Remedies Cumulative......................................................38
Section 5.11      Delay or Omission Not Waiver........................................................39
Section 5.12      Control by Holders..................................................................39
Section 5.13      Waiver of Past Defaults.............................................................39
Section 5.14      Undertaking for Costs...............................................................40
Section 5.15      Waiver of Stay or Extension Laws....................................................40

                                   ARTICLE VI.
                                   THE TRUSTEE

Section 6.1       Certain Duties and Responsibilities.................................................40
Section 6.2       Notice of Defaults..................................................................41
Section 6.3       Certain Rights of Trustee...........................................................42
Section 6.4       Trustee Not Responsible for Recitals in Indenture or in Securities..................43
Section 6.5       May Hold Securities.................................................................43
Section 6.6       Money Held in Trust.................................................................43
Section 6.7       Compensation and Reimbursement......................................................43
Section 6.8       Disqualification; Conflicting Interest..............................................44
Section 6.9       Corporate Trustee Required; Eligibility.............................................50
Section 6.10      Resignation and Removal; Appointment of Successor...................................50
Section 6.11      Acceptance of Appointment by Successor..............................................52
Section 6.12      Merger, Conversion, Consolidation or Succession to Business.........................53
Section 6.13      Preferential Collection of Claims Against Company...................................54

                                  ARTICLE VII.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1       Company to Furnish Trustee Information as to Names and Addresses of Holders.........58
Section 7.2       Preservation of Information; Communications to Holders..............................58
Section 7.3       Reports by Trustee..................................................................60
Section 7.4       Reports by Company..................................................................61


                                       ii
<PAGE>

                                  ARTICLE VIII.
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.1       Consolidations and Mergers of Company Permitted Subject to Certain Conditions.......62
Section 8.2       Rights and Duties of Successor Corporation..........................................63

                                   ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

Section 9.1       Supplemental Indentures Without Consent of Holders..................................63
Section 9.2       Supplemental Indentures with Consent of Holders.....................................65
Section 9.3       Execution of Supplemental Indentures................................................66
Section 9.4       Effect of Supplemental Indentures...................................................66
Section 9.5       Reference in Securities to Supplemental Indentures..................................66

                                   ARTICLE X.
                       PARTICULAR COVENANTS OF THE COMPANY

Section 10.1      Payment of Principal, Premium and Interest..........................................66
Section 10.2      Maintenance of Office or Agency.....................................................67
Section 10.3      Money for Securities Payments to be Held in Trust...................................67
Section 10.4      Statement by Officers as to Default.................................................68
Section 10.5      Additional Amounts..................................................................68

                                   ARTICLE XI.
                            REDEMPTION OF SECURITIES

Section 11.1      Applicability of Article............................................................70
Section 11.2      Election to Redeem; Notice to Trustee...............................................70
Section 11.3      Selection by Trustee of Securities to Be Redeemed...................................71
Section 11.4      Notice of Redemption................................................................71
Section 11.5      Deposit of Redemption Price.........................................................72
Section 11.6      Securities Payable on Redemption Date...............................................72
Section 11.7      Securities Redeemed in Part.........................................................72
Section 11.8      Optional Redemption or Assumption of Securities under Certain Circumstances.........73

                                  ARTICLE XII.
                         REPAYMENT AT OPTION OF HOLDERS

Section 12.1      Applicability of Article............................................................74
Section 12.2      Repayment of Securities.............................................................74
Section 12.3      Exercise of Option..................................................................74
Section 12.4      When Securities Presented for Repayment Become Due and Payable......................75
Section 12.5      Securities Repaid in Part...........................................................75


                                      iii
<PAGE>

                                  ARTICLE XIII.
                                  SINKING FUNDS

Section 13.1      Applicability of Article............................................................75
Section 13.2      Satisfaction of Sinking Fund Payments with Securities...............................75
Section 13.3      Redemption of Securities for Sinking Fund...........................................76

                                  ARTICLE XIV.
   IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

Section 14.1      Exemption from Individual Liability.................................................77

                                   ARTICLE XV.
                            MISCELLANEOUS PROVISIONS

Section 15.1      Successors and Assigns of Company Bound by Indenture................................77
Section 15.2      Acts of Board, Committee or Officer of Successor Corporation Valid..................77
Section 15.3      Required Notices or Demands.........................................................77
Section 15.4      Indenture and Securities To Be Construed In Accordance With
                    the Laws of the State of New York.................................................78
Section 15.5      Indenture May Be Executed in Counterparts...........................................78
</TABLE>


                                       iv
<PAGE>

         INDENTURE, dated as of the 25th day of April, 2001, between CARNIVAL
CORPORATION, a corporation duly organized and existing under the laws of the
Republic of Panama (hereinafter sometimes called the "Company"), party of the
first part, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America (hereinafter sometimes called the "Trustee"), party of the second part.

         WHEREAS, for its lawful corporate purposes, the Company deems it
necessary to issue its securities and has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsecured and unsubordinated debentures, notes or other evidences of
indebtedness (herein called the "Securities"), to be issued in one or more
series as in this Indenture provided.

         WHEREAS, all things necessary to constitute these presents a valid
indenture and agreement according to its terms have been done and performed by
the Company, and the execution of this Indenture has in all respects been duly
authorized by the Company, and the Company, in the exercise of legal right and
power in it vested, executes this Indenture.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Securities are made, executed, authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of Securities by
the Holders thereof and of the sum of One Dollar to it duly paid by the Trustee
at the execution of these presents, the receipt whereof is hereby acknowledged,
the Company and the Trustee covenant and agree with each other, for the equal
and proportionate benefit of the respective Holders from time to time of the
Securities or of series thereof, as follows:

                                   ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 1.1 CERTAIN TERMS DEFINED. The terms defined in this Section
1.1 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
1.1. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939 or which are by reference therein 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 as
in force at the date of this Indenture as originally executed.

         Certain terms, used principally in Article 6, are defined in that
Article.
<PAGE>

ACT

         The term "Act", when used with respect to any Holder, shall have the
meaning specified in Section 1.4.

AFFILIATE; CONTROL

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

AUTHORIZED NEWSPAPER

         The term "Authorized Newspaper" shall mean a newspaper printed in the
English language and customarily published at least once a day on each business
day in each calendar week and of general circulation in the Borough of
Manhattan, the City and State of New York, whether or not such newspaper is
published on Saturdays, Sundays and legal holidays.

BOARD OF DIRECTORS

         The term "Board of Directors" or "Board", when used with reference to
the Company, shall mean the Board of Directors of the Company or any duly
authorized committee of such Board.

BOARD RESOLUTION

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

BUSINESS DAY

         The term "business day", when used with respect to any Place of
Payment, shall mean any day other than a Saturday or a Sunday or a day on which
banking institutions in the Place of Payment are authorized or obligated by law
or regulation to close.

COMMISSION

         The term "Commission" shall mean the Securities and Exchange
Commission, as from time to time constituted, created under the Securities
Exchange Act of 1934, as amended, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act of 1939, then the body performing
such duties at such time.


                                       2
<PAGE>

COMPANY

         The term "Company" shall mean Carnival Corporation, a Panama
corporation, and, subject to the provisions of Article 8, shall also include its
successors and assigns.

COMPANY REQUEST; COMPANY ORDER

         The term "Company Request" or "Company Order" shall mean a written
request or order signed in the name of the Company by its Chairman or Vice
Chairman of the Board, its President, an Executive Vice President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Controller, an
Assistant Controller, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

CORPORATE TRUST OFFICE

         The term "Corporate Trust Office" or other similar term shall mean the
principal office of the Trustee in the City of St. Paul, the State of Minnesota,
at which at any particular time its corporate trust business shall be
administered, which office at the date of this Indenture is located at 180 East
Fifth Street, St. Paul, Minnesota 55101.

CORPORATION

         The term "corporation" includes corporations, associations, companies
and business trusts.

DEFAULTED INTEREST

         The term "Defaulted Interest" shall have the meaning specified in
Section 3.7.

DEPOSITORY

         The term "Depository" shall mean, with respect to Securities of any
series for which the Company shall determine that such Securities will be issued
as a Global Security, The Depositary Trust Company, another clearing agency or
any successor registered under the Securities and Exchange Act of 1934, as
amended, or other applicable statue or regulation, which in each case, shall be
designated by the Company pursuant to either Section 2.5 or 3.1.

EVENT OF DEFAULT

         The term "Event of Default" shall have the meaning specified in Section
5.1.

GLOBAL SECURITY

         The term "Global Security" shall mean, with respect to any series of
Securities, a Security executed by the Company and authenticated and delivered
by the Trustee to the Depository or pursuant to the Depository's instruction,
all in accordance with this Indenture and pursuant to a Company Order, which (i)
shall be registered in the name of the Depository or its


                                       3
<PAGE>

nominee and (ii) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, all of the Outstanding Securities of such
series.

HOLDER

         The term "Holder" shall mean a Person in whose name a Security is
registered in the Security Register.

INDENTURE

         The term "Indenture" shall mean this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities established as contemplated by Section 3.1; provided, however,
that if at any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or more series of
Securities for which one Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities for which such Person is Trustee established as contemplated by
Section 3.1, exclusive, however, of any provisions or tenor which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

INTEREST

         The term "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall
mean interest payable after Maturity.

INTEREST PAYMENT DATE

         The term "Interest Payment Date", when used with respect to any
Security, shall mean the Stated Maturity of an installment of interest on such
Security.

MATURITY

         The term "Maturity", when used with respect to any Security, shall mean
the date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

NATIONAL BANKRUPTCY ACT

         The term "National Bankruptcy Act" shall mean the Bankruptcy Act or
title 11 of the United States Code.


                                       4
<PAGE>

OFFICERS' CERTIFICATE

         The term "Officers' Certificate" shall mean a certificate signed by the
Chairman or Vice Chairman of the Board, the President, an Executive Vice
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of
the Company, and delivered to the Trustee. Each such certificate shall include
(except as otherwise provided in this Indenture) the statements provided for in
Section 1.2, if and to the extent required by the provisions thereof.

OPINION OF COUNSEL

         The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or of counsel to the Company, and
delivered to the Trustee. Each such opinion shall include the statements
provided for in Section 1.2, if and to the extent required by the provisions
thereof.

ORIGINAL ISSUE DISCOUNT SECURITY

         The term "Original Issue Discount Security" shall mean any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 5.2.

OUTSTANDING

         The term "Outstanding", when used with respect to Securities, shall
mean, as of the date of determination, all Securities theretofore authenticated
and delivered under this Indenture, except

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

                  (ii) Securities or portions thereof for whose payment,
         redemption or repayment at the option of the Holder money is the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities; provided that, if
         such Securities or portions thereof are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor reasonably satisfactory to the Trustee has been made; and

                  (iii) Securities which have been paid pursuant to Section 3.6
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver under this Indenture, (i)
the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding shall be the amount of the principal thereof that


                                       5
<PAGE>

would be due and payable as of the date of such determination upon acceleration
of the Maturity thereof pursuant to Section 5.2, (ii) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall
be the U.S. dollar equivalent, determined in the manner provided as contemplated
by Section 3.1 on the date of original issuance of such Security of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (i) above) of such Security, and (iii)
Securities owned by the Company or any other obligor on the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding for the purposes of such determination, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor on the Securities or any Affiliate of
the Company or of such other obligor.

PAYING AGENT

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

PERSON

         The term "Person" shall mean any individual, corporation, limited
liability company partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

PLACE OF PAYMENT

         The term "Place of Payment", when used with respect to the Securities
of any series, shall mean the place or places where the principal of (and
premium, if any, on) and interest on the Securities of that series are payable
as specified as contemplated by Section 3.1.

PREDECESSOR SECURITY

         The term "Predecessor Security" of any particular Security shall mean
every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

REDEMPTION DATE

         The term "Redemption Date" shall mean, when used with respect to any
Security to be redeemed, in whole or in part, the date fixed for such redemption
by or pursuant to this Indenture.


                                       6
<PAGE>

REDEMPTION PRICE

         The term "Redemption Price" shall mean, when used with respect to any
Security to be redeemed, the price at which it is to be redeemed by or pursuant
to this Indenture.

REGULAR RECORD DATE

         The term "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series shall mean the date specified for
that purpose as contemplated by Section 3.1.

REPAYMENT DATE

         The term "Repayment Date" shall mean, when used with respect to any
Security to be repaid at the option of the Holder, the date fixed for such
repayment by or pursuant to this Indenture.

REPAYMENT PRICE

         The term "Repayment Price" shall mean, when used with respect to any
Security to be repaid at the option of the Holder, the price at which it is to
be repaid by or pursuant to this Indenture.

RESPONSIBLE OFFICER

         The term "responsible officer" when used with respect to the Trustee
shall mean the Chairman or Vice Chairman of the Board of Directors, the Chairman
or Vice Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, any Vice President, any Second Vice President,
the Cashier, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, any Corporate Trust Officer, any Assistant Trust Officer,
or any other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.

SECURITIES

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


                                       7
<PAGE>

SECURITY REGISTER; SECURITY REGISTRAR

         The terms "Security Register" and "Security Registrar" shall have the
respective meanings set forth in Section 3.5.

SPECIAL RECORD DATE

         The term "Special Record Date" for the payment of any Defaulted
Interest shall mean a date fixed by the Trustee pursuant to Section 3.7.

STATED MATURITY

         The term "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, shall mean the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

SUBSIDIARY OF THE COMPANY

         The term "subsidiary of the Company" shall mean a corporation a
majority of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more subsidiaries of the Company, or by
the Company and one or more subsidiaries of the Company.

         As used under this heading, the term "voting stock" means stock having
ordinary voting power to elect a majority of the directors irrespective of
whether or not stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency.

TRUSTEE

         The term "Trustee" shall mean U.S. Bank Trust National Association and,
subject to the provisions of Article 6, shall also include its successors and
assigns, and, if at any time there is more than one Person acting as Trustee
hereunder, "Trustee" as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.

TRUST INDENTURE ACT OF 1939

         The term "Trust Indenture Act of 1939" (except as herein otherwise
expressly provided) shall mean the Trust Indenture Act of 1939, as amended, as
in force at the date of this Indenture as originally executed.

         SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by


                                       8
<PAGE>

any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 7.4(d)) shall include:

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

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

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

                  (4) a statement as to whether or not, in the opinion of each
         such individual, such condition or covenant has been complied with.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer actually knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is
in the possession of the Company, unless such counsel knows, or in the exercise
of reasonable care (but without having made an investigation specifically for
the purpose of rendering such opinion) should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

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

         SECTION 1.4 ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities of all series or one
or more series, as the case may be, may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by an agent duly appointed in writing; and, except as herein otherwise


                                       9
<PAGE>

expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 1.4.

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

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act of 1939, fix any date as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series. If not set by the Company prior to the
first solicitation of a Holder of Securities of such series made by any person
with respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 7.1) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders of Securities of such
series on such date (or their duly designated proxies) shall be entitled to give
or take, or vote on, the relevant action.

         (d) The ownership of Securities shall be proved by the Security
Register.

         (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, entitled or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

         SECTION 1.5 CONFLICT WITH TRUST INDENTURE ACT OF 1939. If any provision
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act of 1939 that is required under such Act to be part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act of 1939
that may be so modified or excluded, the latter provision shall be deemed either
to apply to thin Indenture so modified or to be excluded, as the case may be.


                                       10
<PAGE>

         SECTION 1.6 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 1.7 SEPARABILITY CLAUSE. In case any provision in this
Indenture or in any Security shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         SECTION 1.8 BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

         SECTION 1.9 LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal (and premium,
if any) need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity; provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

                                  ARTICLE II.

                                 SECURITY FORMS

         SECTION 2.1 FORMS GENERALLY. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form or forms
as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If the from or forms of
Securities of any series are established by action taken pursuant to a Board
Resolution, 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 Company Order contemplated by Section
3.3 for the authentication and delivery of such Securities.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.


                                       11
<PAGE>

         SECTION 2.2 FORM OF FACE OF SECURITY. [INSERT ANY LEGEND REQUIRED BY
THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.](1)


                              CARNIVAL CORPORATION

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

$                                                           No.

         CARNIVAL CORPORATION, a corporation duly organized and existing under
the laws of the Republic of Panama (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to     , or registered assigns, the
principal sum of     Dollars on    [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO
MATURITY, INSERT --, and to pay    interest thereon from     or from the most
recent Interest Payment Date on which interest has been paid or duly provided
for, semi-annually on      and      in each year, commencing         , at the
rate of    % per annum, until the principal hereof is paid or made available for
payment [IF APPLICABLE, INSERT --, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of % per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be
the    or     (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or, one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice thereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

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

----------
(1) All legends should be reviewed by a tax lawyer.


                                       12
<PAGE>

such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of   % per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

         Payment of the principal of (and premium, if any, on) and [IF
APPLICABLE, INSERT -- any such] Interest on this Security will be made at the
office or agency of the Company maintained for that purpose in either the City
of ___________, the State of _________, or the City of St. Paul, the State of
Minnesota, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts [IF
APPLICABLE, INSERT --; PROVIDED, HOWEVER, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

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

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, Carnival Corporation has caused this Instrument to
be signed by its Chairman of the Board, or its President, or one of its Vice
Presidents, and by its Treasurer or one of its Assistant Treasurers, manually or
in facsimile.

Dated:

                                             CARNIVAL CORPORATION


                                             By
                                               ---------------------------------


                                             By
                                               ---------------------------------

         SECTION 2.3 FORM OF REVERSE OF SECURITY. This Security is one of a duly
authorized issue of securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture, dated as of
____ (herein called the "Indenture"), between the Company and U.S. Bank Trust
National Association, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture with respect to the series of
which this Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the tame upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the Series designated on the face hereof [, limited in aggregate principal
amount to $  ].


                                       13
<PAGE>

         [The Company will pay to the Holders such Additional Amounts in respect
of Panamanian taxes as may become payable under Section 10.5 of the Indenture.]

         [IF APPLICABLE-INSERT-The Securities may be converted pursuant to the
terms herein into [ ] if:[detail terms of conversion]. The Securities in respect
of which a Holder has delivered [form of conversion notice] exercising the
option of such Holder to require the Company to purchase such Security.]

         [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [IF APPLICABLE, INSERT --
(1) on in any year commencing with the year and ending with the year at a
Redemption Price equal to % of the principal amount, and (2)] at any time [on or
after , 20 ], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed [on or before , %, and if redeemed] during the 12-month period
beginning of the years indicated,

<TABLE>
<CAPTION>
             YEAR      REDEMPTION PRICE    YEAR      REDEMPTION PRICE
             ----      ----------------    ----      ----------------
<S>                    <C>                 <C>       <C>



</TABLE>

and thereafter at a Redemption Price equal to % of the principal amount,
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
so such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Dates referred to on the face hereof, all as provided in
the Indenture.]

         [The Securities will also be subject to redemption as a whole, but not
in part, at the option of the Company at any time at 100% of the principal
amount, together with accrued interest thereon to the Redemption Date, in the
event the Company has become or would become obligated to pay, on the next date
on which any amount would be payable with respect to the Securities, any
Additional Amounts as a result of certain changes affecting Panamanian
withholding taxes which are specified in the Indenture.]

         [IF APPLICABLE - INSERT - The Securities may be converted pursuant to
the terms herein into [ ] if: [detail terms of conversion]. The Securities in
respect of which a Holder has delivered [form of conversion notice] exercising
the option of such Holder to require the Company to purchase such Security.]

         [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on in any year
commencing with the year and ending with the year through operation of the
sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as pages of the principal amount) set
forth in the table below, and (2) at any time [on or after ], as a


                                       14
<PAGE>

whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning ___________ of the years indicated,

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



</TABLE>

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

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

         [The sinking fund for this series provides for the redemption on in
each year beginning with the year and ending with the year of [not less than] $
[("mandatory sinking fund") and not more than $ ] aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [mandatory] sinking fund payments may be credited
against subsequent [mandatory] sinking fund payments otherwise required to be
made in the [describe order] order in which they became due.]

         [In the event of redemption or repayment of this Security in part only,
a new Security or Securities of this series for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

         [IF APPLICABLE, INSERT -- The Securities of this series are subject to
repayment in whole [or in part] [but not in part], in integral multiples of $ ,
on [and ] at the option of the Holder hereof at a Repayment Price equal to % of
the principal amount thereof [to be repaid], together with interest thereon
accrued to the Repayment Date, all as provided in


                                       15
<PAGE>

the Indenture [; PROVIDED, HOWEVER, that the principal amount of this Security
may not be repaid in part if, following such repayment, the unpaid principal
amount of this Security would be less than [$ ] [the minimum authorized
denomination for Securities of this series]]. To be repaid at the option of the
Holder, this Security, with the "Option to Elect Repayment" form duly completed
by the Holder hereof, must be received by the Company at its office or agency
maintained for that purpose in either the City of ____________, the State of
______________, or the City of St. Paul, the State of Minnesota [, which will be
located initially at the office of the Trustee at ____________________], not
earlier than 30 days nor later than 15 days prior to the Repayment Date.
Exercise of such option by the Holder of this Security shall be irrevocable
unless waived by the Company.]

         [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

         [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY -- If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due sad payable
and (ii) of interest on any overdue principal; and overdue interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.]

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

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

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of


                                       16
<PAGE>

(and premium, if any, on) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of like tenor of different authorized denominations
as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

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

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

[IF APPLICABLE, INSERT--


                                       17
<PAGE>

                            OPTION TO ELECT REPAYMENT

         The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security [(or the portion thereof specified below)],
pursuant to its terms, on the "Repayment Date" first occurring after the date of
receipt of the within Security as specified below, at a Repayment Price equal to
____% of the principal amount thereof, together with interest thereon accrued to
the Repayment Date, to the undersigned at:

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

----------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned.)

         FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS SECURITY WITH
THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED NOT EARLIER THAN
30 DAYS PRIOR TO THE REPAYMENT DATE AND NOT LATER THAN 15 DAYS PRIOR TO THE
REPAYMENT DATE BY THE COMPANY AT ITS OFFICE OR AGENCY EITHER IN THE CITY OF
______________, THE STATE OF __________, OR THE CITY OF ST. PAUL, THE STATE OF
MINNESOTA [, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE OF THE TRUSTEE AT
______________________].

         (If less than the entire principal amount of the within Security is to
be repaid, specify the portion thereof (which shall be $   or an integral
multiple thereof) which is to be repaid: $   . The principal amount of this
Security may not be repaid in part if, following such repayment, the unpaid
principal amount of this Security would be less than [$   [the minimum
authorized denomination for Securities of this series].]

         [If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the
unpaid amount: ($   or any integral multiple of $   ): $   .]

Dated:


                                                     ---------------------------
                                                     Note: The signature to this
                                                     Option to Elect Repayment
                                                     must correspond with the
                                                     name as written upon the
                                                     face of the within Security
                                                     in every particular without
                                                     alterations or enlargement
                                                     or any change whatsoever.]


                                       18
<PAGE>

         SECTION 2.4 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

                                                                               ,
                                                        -----------------------
                                                                      As Trustee


                                                     By
                                                        -----------------------
                                                              AUTHORIZED OFFICER


         SECTION 2.5 SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY. (a)
If the Company shall establish pursuant to Section 3.1 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 3.3 and the Company
Order delivered to the Trustee thereunder, authenticate and deliver, a Global
Security which (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 Depository or its nominee,
(iii) shall be delivered by the Trustee to the Depository or pursuant to the
Depository's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.5 of the Indenture,
this Security may be transferred, in whole but not in part, only to another
nominee of the Depository or to a successor Depository or to a nominee of such
successor Depository."

         (b) Notwithstanding any other provision of this Section 2.5 or of
Section 3.5, but subject to the provisions of paragraph (c) below, the Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 3.5, only to another nominee of the Depository for
such series, or to a successor Depository for such series selected or approved
by the Company or to a nominee of such successor Depository.

         (c) If at any time the Depository for a series of Securities notifies
the Company that it is unwilling or unable to continue as Depository for such
series or if at any time the Depository for such series shall no longer be
registered or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation and a successor Depository
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 2.5 shall no longer be applicable to the Securities of such series
and the Company will execute, and the Trustee will authenticate and deliver,
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 of such series in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global Security and
that the provisions of this Section 2.5 shall no longer apply to the Securities
of such series. In such event the Company will execute and the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver 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
of such series in exchange for such Global Security. Upon the exchange


                                       19
<PAGE>

of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.5(c) shall be registered in
such names and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered, but without any liability on
the part of the Company or the Trustee for the accuracy of the Depository's
instructions.

                                  ARTICLE III.

                                 THE SECURITIES

         SECTION 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is not limited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series, any or all of the following as
applicable:

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

                  (2) the limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 2.5, 3.4, 3.5, 3.6, 9.5,
         11.7 or 12.5, and except for any Securities which, pursuant to Section
         3.3, are deemed never to have been authenticated and delivered
         hereunder);

                  (3) the date or dates on which the principal of the Securities
         of the series is payable or the manner in which such dates are
         determined;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, or the manner in which such rates are determined,
         the date or dates from which such interest shall accrue, or the manner
         in which such dates are determined, the Interest Payment Dates on which
         such interest shall be payable and the Regular Record Dates, if any,
         for the interest payable on any Interest Payment Date;

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

                  (6) 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;


                                       20
<PAGE>

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

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

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

                  (10) 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 5.2;

                  (11) 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 (and premium, if any) or interest on the
         Securities of the series shall be payable;

                  (12) if the amount of payment of principal of (and premium, if
         any) or interest on the Securities of the series may be determined with
         reference to an index, formula or other method based on a coin currency
         or currency unit other than that in which the Securities are stated to
         be payable, the manner in which such amounts shall be determined;

                  (13) if the principal of (and premium, if any) or interest on
         the Securities of the series are to be payable, at the election of the
         Company or a Holder thereof, in a coin or currency or currency unit
         other than that in which the Securities are stated to be payable, the
         period or periods within which, and the terms and conditions upon
         which, such election may be made;

                  (14) whether the Securities of the series are issuable as a
         Global Security and, in such case, the identity of the Depository for
         such series; and

                  (15) any other terms, conditions, rights and preferences (or
         limitations on such rights and preferences) relating to the series
         (which terms shall not be inconsistent with the provisions of this
         Indenture).

         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 such Board Resolution and set forth in such Officers' Certificate or in any
indenture supplemental hereto. Not all Securities of any one series need be
issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, such Board Resolution and the Officers'
Certificate setting forth the terms of the


                                       21
<PAGE>

series shall be delivered to the Trustee at or prior to the delivery of the
Company Order for authentication and delivery of Securities of such series.

         SECTION 3.2 DENOMINATIONS. The Securities of each series shall be
issuable in definitive registered form without coupons and, except for any
Global Security, in such denominations as shall be specified as contemplated by
Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series, other than a Global
Security, shall be issuable in denominations of $1,000 and any integral multiple
thereof.

         SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be signed on behalf of the Company by its Chairman of the
Board, its President or one of its Vice Presidents and its Treasurer or one of
its Assistant Treasurers. Such signatures upon the Securities may be the manual
or facsimile signatures of the present or any future such authorized officers
and may be imprinted or otherwise reproduced on the Securities.

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

                  (a) 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 Company Order for the authentication and delivery of
         such Securities, and the Trustee in accordance with the Company Order
         shall authenticate and deliver such Securities. If not all the
         Securities of any series are to be issued at one time and if the Board
         Resolution or supplemental indenture establishing such series shall so
         permit, such Company Order may set forth procedures acceptable to the
         Trustee for the issuance of such Securities and determining terms of
         particular Securities of such series such as interest rate, maturity
         date, date of issuance and date from which interest shall accrue. In
         authenticating such Securities, and accepting the additional
         responsibilities under this Indenture in relation to such Securities,
         the Trustee shall be entitled to receive, and (subject to Section 6.1)
         shall be fully protected in relying upon, an Opinion of Counsel stating
         that all conditions precedent of the Indenture to the authentication
         and delivery of such Securities have been complied with and that such
         Securities, when completed by appropriate insertions and executed and
         delivered by the Company to the Trustee for authentication in
         accordance with this Indenture, authenticated and delivered by the
         Trustee in accordance with this Indenture and issued by the Company in
         the manner and subject to any conditions specified in such Opinion of
         Counsel, will constitute the legal, valid and binding obligations of
         the Company, enforceable in accordance with their terms, subject to
         applicable bankruptcy, insolvency, reorganization and other similar
         laws of general applicability relating to or affecting the enforcement
         of creditors' rights, to general equitable principles and to such other
         qualifications as such counsel shall conclude do not materially affect
         the rights of Holders of such Securities.


                                       22
<PAGE>

         Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if not all the Securities of any series are to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel at the time of
issuance of each Security, but such opinion with appropriate modifications shall
be delivered at or before the time of issuance of the first Security of such
series.

         The Trustee shall not be required to authenticate and deliver any such
Securities if the Trustee, being advised by counsel, determines that such action
(i) may not lawfully be taken or (ii) would expose the Trustee to personal
liability to existing Holders of Securities.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein,
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

         SECTION 3.4 TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations.
Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as the definitive
Securities of such series.

         SECTION 3.5 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the office or agency of the Company maintained
pursuant to Section 10.2 a register (the register maintained in such office and
in any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall, subject
to the provisions of Section 2.5, provide for the registration of Securities and
transfers of Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.


                                       23
<PAGE>

         Subject to the provisions of Section 2.5, upon surrender for
registration of transfer of any definitive Security of any series at the office
or agency in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new definitive Securities of the same
series of any authorized denominations and of a like aggregate principal amount.

         Subject to the provisions of Section 2.5, at the option of the Holder,
definitive Securities of any series may be exchanged for other definitive
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount, upon surrender of the definitive Securities to be
exchanged at such office or agency. Whenever any definitive Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the definitive Securities which the Holder making the
exchange is entitled to receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.

         The Company shall not be required (i) issue or register the transfer of
or exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the selection for redemption of Securities of
that series under Section 11.3 and ending at the close of business on the day of
the mailing of notice of redemption, (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to issue or
register the transfer of or exchange any Security which has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

         SECTION 3.6 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding, or, in case any such mutilated Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a


                                       24
<PAGE>

bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding or, in case any
such destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.

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

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

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

         SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of
the Company maintained for such purpose pursuant to Section 10.2; PROVIDED,
HOWEVER, that each installment of interest on any Security may at the Company's
option be paid by mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 3.8, to the
address of such Person as it appears on the Security Register.

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit on
         or prior to the


                                       25
<PAGE>

         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         Holder of Securities of such series at his address as it appears in the
         Security Register, not less than 10 days prior to such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been so mailed, such Defaulted
         Interest shall be paid to the Persons in whose names the Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following clause (2).

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

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

         SECTION 3.8 PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any, on) and (subject to Section 3.7) interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

         SECTION 3.9 CANCELLATION. All Securities surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be destroyed by it and the Trustee shall
deliver its certificate of such destruction to the Company, unless by a Company
Order the Company directs their return to it.


                                       26
<PAGE>

         SECTION 3.10 COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 3.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

         SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                  (1) either

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.6 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 10.3) have been delivered to the Trustee
                  for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (i) have become due and payable, or

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

                                    (iii) are to be called for redemption within
                           one year under arrangements satisfactory to the
                           Trustee for the giving of notice of redemption by the
                           Trustee in the name, and at the expense, of the
                           Company, and the Company, in the case of (i), (ii) or
                           (iii) above, has deposited or caused to be deposited
                           with the Trustee as trust funds in trust for the
                           purpose an amount sufficient to pay and discharge the
                           entire indebtedness on such Securities not
                           theretofore delivered to the Trustee for
                           cancellation, for principal (and premium, if any) and
                           interest to the date of such deposit (in the case of
                           Securities which have become due and payable) or to
                           the Stated Maturity or Redemption Date, as the case
                           may be;

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


                                       27
<PAGE>

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

In the event there are Securities of two or more series hereunder, the Trustee
shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

         SECTION 4.2 APPLICATION OF TRUST MONEY. Subject to the provisions of
the last paragraph of Section 10.3, all money deposited with the Trustee
pursuant to Section 4.1 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         SECTION 4.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture all moneys then held by
any Paying Agent (other than the Trustee, if the Trustee be a Paying Agent)
under the provisions of this Indenture shall, upon demand of the Company, be
repaid to it or paid to the Trustee and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

         SECTION 4.4 REPAYMENT OF MONEYS HELD BY TRUSTEE. Any moneys deposited
with the Trustee or any Paying Agent for the payment of the principal of (or
premium, if any, on) or interest on any Security of any series and not applied
but remaining unclaimed by the Holders for two years after the date upon which
the principal of (or premium, if any, on) or interest on such Security shall
have become due and payable, shall be repaid to the Company by the Trustee or
such Paying Agent on demand; and the Holder of any of the Securities entitled to
receive such payment shall thereafter look only to the Company for the payment
thereof and all liability of the Trustee or such Paying Agent with respect to
such moneys shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be mailed to each such Holder or published once
a week for two successive weeks (in each case on any day of the week) in an
Authorized Newspaper, or both, a notice that said moneys have not been so
applied and that after a date named therein any unclaimed balance of said moneys
then remaining will be returned to the Company. It shall not be necessary for
more than one such publication to be made in the same newspaper.


                                       28
<PAGE>

                                   ARTICLE V.

                                    REMEDIES

         SECTION 5.1 EVENTS OF DEFAULT. "Event of Default," wherever used herein
with respect to Securities of any series, shall mean any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series, and continuance
         of such default for five business days; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series), and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder, or

                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company or under any
         mortgage, indenture or instrument under which there may be issued or by
         which there may be secured or evidenced any indebtedness for money
         borrowed by the Company, whether such indebtedness now exists or shall
         hereafter be created, which default shall constitute a failure to pay
         the principal of indebtedness in excess of $20,000,000 when due and
         payable after the expiration of any applicable grace period with
         respect thereto or shall have resulted in indebtedness in excess of
         $20,000,000 becoming or being declared due and payable prior to the
         date on which it would otherwise have become due and payable, without
         such indebtedness having been discharged, or such acceleration having
         been rescinded or annulled, within a period of 30 days after there
         shall have been given, by registered or certified mail, to the Company
         by the Trustee or to the Company and the Trustee by the Holders of at
         least 25% in an principal amount of the Outstanding Securities a
         written notice specifying such default and requiring the Company to
         cause such indebtedness to be discharged or cause such acceleration to
         be rescinded or annulled and stating that such notice is a "Notice of
         Default" hereunder; PROVIDED, HOWEVER, that, subject to the


                                       29
<PAGE>

         provisions of Sections 6.1 and 6.2, the Trustee shall not be deemed to
         have knowledge of such default unless either (A) a Responsible Officer
         of the Trustee shall have actual knowledge of such default or (B) the
         Trustee shall have received written notice thereof from the Company,
         from any Holder, from the holder of any such indebtedness or from the
         trustee under any such mortgage, indenture or other instrument; or

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

                  (7) the commencement by the Company of a voluntary case or
         proceeding under the National Bankruptcy Act or any other similar
         Federal or State law or of any other case or proceeding to be
         adjudicated a bankrupt or insolvent, or the consent by it to the entry
         of a decree or order for relief in respect of the Company is an
         involuntary case or proceeding under the National Bankruptcy Act or any
         other similar Federal or State law or to the commencement of any
         bankruptcy or insolvency case or proceeding against it, or the filing
         by it of a petition or answer or consent seeking reorganization or
         relief under any applicable Federal or State law, or the consent by it
         to the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or similar official of the Company or of any substantial
         part of its property, or the making by it of an assignment for the
         benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due; or

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

         SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the Securities
of that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable.

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


                                       30
<PAGE>

                  (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay

                           (A) all overdue interest on all Securities of that
                  series,

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

                           (C) to the extent that payment of such interest is
                  enforceable under applicable law, interest upon overdue
                  interest to the date of such payment or deposit at the rate or
                  rates prescribed therefor in such Securities or, if no such
                  rate or rates are so prescribed, at the rate borne by the
                  Securities during the period of such default, and

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

         and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 5.13.

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

         SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that (1) in case default shall be made in the
payment of any installment of interest on any Security of any series, as and
when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (2) in case default shall be made in the
payment of the principal of (and premium, if any, on) any Security of any series
on its Maturity and such default shall have continued for a period of five
business days then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the Holders of such Securities of such series, the
whole amount that then shall have 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 (to the extent that payment of such
interest is enforceable under applicable law) upon overdue installments of
interest at the rate borne by the Securities during the period of such default;
and, in addition thereto, such further amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or bad faith.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce is rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall


                                       31
<PAGE>

deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

         SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee, irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest, shall be emitted and empowered, by intervention in such
proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

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

         SECTION 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 5.6 APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if


                                       32
<PAGE>

any) or interest, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 6.7;

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any, on) and interest on the Securities
         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; and

                  THIRD: To the payment of the remainder, if any, to the
         Company, its successors or assigns or to whosoever may be lawfully
         entitled to receive the same, or as a court of competent jurisdiction
         may direct.

         SECTION 5.7 LIMITATION ON SUITS. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

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

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

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

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

                  (5) no direction inconsistent with such written request shall
         have been given to the Trustee pursuant to Section 5.12 during such
         60-day period by the Holders of a majority in principal amount of the
         Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable and common benefit of
all of such Holders.

         SECTION 5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any, on)
and (subject to Section 3.7) interest on such Security on the Stated Maturity


                                       33
<PAGE>

or Maturities expressed in such Security (or, in the case of redemption or
repayment at the option of the Holder, on the Redemption Date or Repayment Date,
as the case may be) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

         SECTION 5.9 RESTORATION OF RIGHT AND REMEDIES. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.6, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

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

         SECTION 5.12 CONTROL BY HOLDERS. The Holders of a majority in aggregate
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series; PROVIDED, HOWEVER,
that

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

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

                  (3) such direction is not unduly prejudicial to the rights of
         Holders not taking part in such direction, and

                  (4) such direction would not involve the Trustee in personal
         liability, as the Trustee, upon being advised by counsel, shall
         reasonably determine.


                                       34
<PAGE>

         SECTION 5.13 WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of any
series may on behalf of the holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except a default

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

                  (2) in respect of a covenant or provision hereof which under
         Article 9 cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture, and the Company, the Trustee and Holders 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 5.14 UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered 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 Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any, on) or interest on any Security on or
after the Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date).

         SECTION 5.15 WAIVER OF STAY OR EXTENSION LAWS. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


                                       35
<PAGE>

                                   ARTICLE VI.

                                   THE TRUSTEE

         SECTION 6.1 CERTAIN DUTIES AND RESPONSIBILITIES. (a) Except during the
continuance of an Event of Default,

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

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

         (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

         (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 wilful misconduct, except that

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

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

                  (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 aggregate
         principal amount of the Outstanding Securities of any series,
         determined as provided in Section 5.12, 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 such series; and

                  (4) no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any personal
         financial liability in the performance of any of its duties hereunder,
         or in the exercise of any of its rights or powers, if there shall be
         reasonable grounds for believing that repayment of such funds or
         adequate indemnity against such risk or liability is not reasonably
         assured to it.


                                       36
<PAGE>

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

         SECTION 6.2 NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series, as their
names and addresses appear in the Security Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; PROVIDED, HOWEVER, that, except in the case of a default in the payment
of the principal of (or premium, if any, on) or interest on any Security of such
series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and PROVIDED, FURTHER, that in the case of
any default of the character specified in Section 5.1(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default (not including periods of grace, if any)
with respect to Securities of such series.

         SECTION 6.3 CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 6.1:

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

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

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

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

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


                                       37
<PAGE>

                  (f) except during the continuance of an Event of Default, the
         Trustee shall not be bound to make any investigation into the facts or
         matters stated in any resolution, certificate, statement, instrument,
         opinion, report, notice, request, direction, consent, order, bond,
         debenture, note, other evidence of indebtedness or other paper or
         document, but the Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit;
         and

                  (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.

         SECTION 6.4 TRUSTEE NOT RESPONSIBLE FOR RECITALS IN INDENTURE OR IN
SECURITIES. The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by
it in a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate, subject to the qualifications set forth therein. The Trustee shall
not be accountable for the use or application by the Company of Securities or
the proceeds thereof.

         SECTION 6.5 MAY HOLD SECURITIES. The Trustee, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.

         SECTION 6.6 MONEY HELD IN TRUST. Subject to the provisions of Section
4.4, 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 stall pay such interest on any moneys received by it hereunder as it
may agree with the Company to pay thereon. So long as no Event of Default shall
have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time upon the receipt of a Company Order with respect
thereto.

         SECTION 6.7 COMPENSATION AND REIMBURSEMENT. The Company covenants and
agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation for all services rendered by it hereunder
(which stall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise
expressly provided, 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
agents, attorneys and 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
for, and to hold


                                       38
<PAGE>

it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Trustee, 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 or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

         SECTION 6.8 DISQUALIFICATION; CONFLICTING INTEREST. (a) If the Trustee
has or shall acquire any conflicting interest, as defined in this Section, with
respect to the Securities of any series:

                  (1) then, within 90 days after ascertaining that it has such
         conflicting interest, and if the Event of Default to which such
         conflicting interest relates has not been cured or duly waived or
         otherwise eliminated before the end of such 90-day period, the Trustee
         shall either eliminate such conflicting interest or, except as
         otherwise provided below in this Section, resign, and the Company shall
         take prompt steps to have a successor appointed in the manner provided
         in Section 6.10;

                  (2) in the event that the Trustee shall fail to comply with
         the provisions of clause (i) of this Subsection, the Trustee shall,
         within 10 days after the expiration of such 90-day period, transmit
         notice of such failure to the Holders of the Securities of the
         applicable series in the manner and to the extent provided in Section
         7.3(c); and

                  (3) subject to the provisions of Section 5.14, unless the
         Trustee's duty to resign is stayed as provided below in this Section,
         any Holder of the Securities of the applicable series who has been a
         bona fide Holder of such Securities for at least six months may, on
         behalf of himself and all others similarly situated, petition any court
         of competent jurisdiction for the removal of the Trustee, and the
         appointment of a successor, if the Trustee fails, after written request
         thereof by such Holder to comply with the provisions of clause (1) of
         this Subsection.

         (b) For the purposes of this Section, a Trustee shall be deemed to have
a conflicting interest if an Event of Default exists with respect to the
Securities of the applicable series and:

                  (1) the Trustee is trustee under this Indenture with respect
         to the Outstanding Securities of any series other than the applicable
         series or is trustee under another indenture under which any other
         securities, or certificates of interest or participation in any other
         securities, of the Company are outstanding, unless such other indenture
         is a collateral trust indenture under which the only collateral
         consists of Securities issued under this Indenture; PROVIDED, HOWEVER,
         that there shall be excluded from the operation of this paragraph this
         Indenture with respect to the Securities of any series other than the
         applicable series and any indenture or indentures under which other
         securities, or certificates of interest or participation in other
         securities, of the Company are outstanding, if

                           (i) this Indenture and such other indenture or
                  indentures are wholly unsecured and ranks equally, and such
                  other indenture or indentures are hereafter qualified under
                  the Trust Indenture Act of 1939, unless the Commission shall
                  have found and declared by order pursuant to


                                       39
<PAGE>

                  Section 305(b) or Section 307(c) of the Trust Indenture Act of
                  1939 that differences exist between the provisions of this
                  Indenture with respect to Securities of the applicable series
                  and one or more other series or the provisions of such other
                  indenture or indentures which are so likely to involve a
                  material conflict of interest as to make it necessary in the
                  public interest or for the protection of investors to
                  disqualify the Trustee from acting as such under this
                  Indenture with respect to the Securities of the applicable
                  series and such other series or under such other indenture or
                  indentures, or

                           (ii) the Company shall have sustained the burden of
                  proving, on application to the Commission and after
                  opportunity for hearing thereon, that trusteeship under this
                  Indenture with respect to the Securities of the applicable
                  series and such other series or such other indenture or
                  indentures is not so likely to involve a material conflict of
                  interest as to make it necessary in the public interest or for
                  the protection of investors to disqualify the Trustee from
                  acting as such under this Indenture with respect to the
                  Securities of that series and such other series or under such
                  other indenture or indentures;

                  (2) the Trustee or any of its directors or executive officers
         is an underwriter for the Company;

                  (3) the Trustee directly or indirectly controls or is directly
         or indirectly controlled by or is under direct or indirect common
         control with an underwriter for the Company;

                  (4) the Trustee or any of its directors or executive officers
         is a director, officer, partner, employee, appointee or representative
         of the Company, or of an underwriter (other than the Trustee itself)
         for the Company who is currently engaged in the business of
         underwriting, except that (i) one individual may be a director or an
         executive officer, or both, of the Trustee and a director or an
         executive officer, or both, of the Company, but may not be at the same
         time an executive officer of both the Trustee and the Company; (ii) if
         and so long as the number of directors of the Trustee in office is more
         than nine, one additional individual may be a director or an executive
         officer, or both, of the Trustee and a director of the Company; and
         (iii) the Trustee may be designated by the Company or by any
         underwriter for the Company to act in the capacity of transfer agent,
         registrar, custodian, paying agent, fiscal agent, escrow agent or
         depositary, or in any other similar capacity, or, subject to the
         provisions of paragraph (1) of this Subsection, to act as trustee,
         whether under an indenture or otherwise;

                  (5) 10% or more of the voting securities of the Trustee is
         beneficially owned either by the Company or by any director, partner or
         executive officer thereof, or 20% or more of such voting securities is
         beneficially owned, collectively, by any two or more of such persons;
         or 10% or more of the voting securities of the Trustee is beneficially
         owned either by an underwriter for the Company or by any director,
         partner or executive officer thereof, or is beneficially owned,
         collectively, by any two or more such persons;


                                       40
<PAGE>

                  (6) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), (i) 5% or more of the voting
         securities, or 10% or more of any other class of security, of the
         Company not including the Securities issued under this Indenture and
         securities issued under any other indenture under which the Trustee is
         also trustee, or (ii) 10% or more of any class of security of an
         underwriter for the Company;

                  (7) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 5% or more of the voting
         securities of any person who, to the knowledge of the Trustee, owns 10%
         or more of the voting securities of, or controls directly or indirectly
         or is under direct or indirect common control with, the Company;

                  (8) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 10% or more of any class of
         security of any person who, to the knowledge of the Trustee, owns 50%
         or more of the voting securities of the Company;

                  (9) the Trustee owns, on the date of an Event of Default with
         respect to the Securities of the applicable series or any anniversary
         of such Event of Default while such Event of Default remains
         outstanding, in the capacity of executor, administrator, testamentary
         or inter vivos trustee, guardian, committee or conservator, or in any
         other similar capacity, an aggregate of 25% or more of the voting
         securities, or of any class of security, of any person, the beneficial
         ownership of a specified percentage of which would have constituted a
         conflicting interest under paragraph (6), (7) or (8) of this
         Subsection. As to any such securities of which the Trustee acquired
         ownership through becoming executor, administrator or testamentary
         trustee of an estate which included them, the provisions of the
         preceding sentence shall not apply, for a period of two years from the
         date of such acquisition, to the extent that such securities included
         in such estate do not exceed 25% of such voting securities or 25% of
         any such class of security. Promptly after the dates of any such Event
         of Default with respect to the Securities of the applicable series and
         annually in each succeeding year that such Event of Default remains
         outstanding, the Trustee shall make a check of its holdings of such
         securities in any of the above-mentioned capacities as of such dates.
         If the Company fails to make payment in full of the principal of (or
         premium, if any, on) or interest on any of the Securities when and as
         the same becomes due and payable, and such failure continues for 30
         days thereafter, the Trustee shall make a prompt check of its holdings
         of such securities in any of the above-mentioned capacities as of the
         date of the expiration of such 30-day period, and after such date,
         notwithstanding the foregoing provisions of this paragraph, all such
         securities so held by the Trustee, with sole or joint control over such
         securities vested in it, shall, but only so long as such failure shall
         continue, be considered as though beneficially owned by the Trustee for
         the purposes of paragraphs (6), (7) and (8) of this Subsection; or

                  (10) except under the circumstances described in paragraphs
         (1), (3), (4), (5) or (6) of Section 6.13(b), the Trustee shall become
         a creditor of the Company.


                                       41
<PAGE>

         For purposes of paragraph (1) of this Subsection, and of Sections 5.12
and 5.13, the term "series of securities" and "series" means a series, class or
group of securities issuable under an indenture pursuant to whose terms holders
of one such series may vote to direct the indenture trustee, or otherwise take
action pursuant to a vote of such holders, separately from holders of another
such series; provided, HOWEVER, that "series of securities" or "series" shall
not include any series of securities issuable under an indenture if all such
series rank equally and are wholly unsecured.

         The specification of percentages in paragraphs (5) to (9), inclusive,
of this Subsection shall not be construed as indicating that the ownership of
such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this Subsection.

         For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (ii) except as expressly provided in paragraph (9) of
this Subsection, an obligation shall be deemed to be "in default" when a default
in payment of principal shall have continued for 30 days or more and shall not
have been cured; and (iii) the Trustee shall not be deemed to be the owner or
holder of (A) any security which it holds as collateral security, as trustee or
otherwise, for an obligation which is not in default as defined in clause (ii)
above, or (B) security which it holds as collateral security under this
Indenture, irrespective of any default hereunder, or (C) any security which it
holds as agent for collection, or as custodian, escrow agent or depositary, or
in any similar representative capacity.

         Except as provided in the next preceding paragraph, the word "security"
or "securities" as used in this Indenture shall mean any note, stock, treasury
stock, bond, debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust certificate,
pre-organization certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas or other mineral rights, or, in
general, any interest or instrument commonly known as a "security", or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing.

         (c) For the purposes of this Section:

                  (1) The term "underwriter", when used with reference to the
         Company, shall mean every person who, within one year prior to the time
         as of which the determination is made, has purchased from the Company
         with a view to, or has offered or sold for the Company in connection
         with, the distribution of any security of the Company outstanding at
         such time, or has participated or has had a direct or indirect
         participation in any such undertaking, or has participated or has had a
         participation in the direct or indirect underwriting of any such
         undertaking, but such term shall not include a person whose interest
         was limited to a commission from an underwriter or dealer not in excess
         of the usual and customary distributors' or sellers' commission.


                                       42
<PAGE>

                  (2) The term "director" shall mean any director of a
         corporation or any individual performing similar functions with respect
         to any organization, whether incorporated or unincorporated.

                  (3) The term "person" shall mean an individual, a corporation,
         a partnership, an association, a joint-stock company, a trust, an
         unincorporated organization or a government or political subdivision
         thereof. As used in this paragraph, the term "trust" shall include only
         a trust where the interest or interests of the beneficiary or
         beneficiaries are evidenced by a security.

                  (4) The term "voting security" shall mean any security
         presently entitling the owner or holder thereof to vote in the
         direction or management of the affairs of a person, or any security
         issued under or pursuant to any trust, agreement or arrangement whereby
         a trustee or trustees or agent or agents for the owner or holder of
         such security are presently entitled to vote in the direction or
         management of the affairs of a person.

                  (5) The term "Company" shall mean any obligor upon the
         Securities.

                  (6) The term "Event of Default" shall mean an Event of Default
         pursuant to Section 5.1, but exclusive of any period of grace or
         requirement of notice.

                  (7) The term "executive officer" shall mean the president,
         every vice president, every trust officer, the cashier, the secretary
         and the treasurer of a corporation, and any individual customarily
         performing similar functions with respect to any organization whether
         incorporated or unincorporated, but shall not include the chairman of
         the board of directors.

         (d) The percentages of voting securities and other securities specified
in this Section shall be calculated in accordance with the following provisions:

                  (1) A specified percentage of the voting securities of the
         Trustee, the Company or any other person referred to in this Section
         (each of whom is referred to as a "person" in this paragraph) means
         such amount of the outstanding voting securities of such person as
         entitles the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to cast in
         the direction or management of the affairs of such person.

                  (2) A specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding.

                  (3) The term "amount", when used in regard to securities,
         means the principal amount if relating to evidences of indebtedness,
         the number of shares if relating to capital shares and the number of
         units if relating to any other kind of security.

                  (4) The term "outstanding" means issued and not held by or for
         the account of the issuer. The following securities shall not be deemed
         outstanding within the meaning of this definition:


                                       43
<PAGE>

                           (i) securities of an issuer held in a sinking fund
                  relating to securities of the issuer of the same class;

                           (ii) securities of an issuer held in a sinking fund
                  relating to another class of securities of the issuer, if the
                  obligation evidenced by such other class of securities is not
                  in default as to principal or interest or otherwise;

                           (iii) securities pledged by the issuer thereof as
                  security for an obligation of the issuer not in default as to
                  principal or interest or otherwise; and

                           (iv) securities held in escrow if placed in escrow by
                  the issuer thereof;

         PROVIDED, HOWEVER, that any voting securities of an issuer shall be
         deemed outstanding if any person other than the issuer is entitled to
         exercise the voting rights thereof.

                  (5) A security shall be deemed to be of the same class as
         another security if both securities confer upon the holder or holders
         thereof substantially the same rights and privileges; PROVIDED,
         HOWEVER, that, in the case of secured evidences of indebtedness, all of
         which are issued under a single indenture, differences in the interest
         rates or maturity dates of various series thereof shall not be deemed
         sufficient to constitute such series different classes; and, PROVIDED,
         FURTHER, that, in the case of unsecured evidences of indebtedness,
         differences in the interest rates or maturity dates thereof shall not
         be deemed sufficient to constitute them securities of different
         classes, whether or not they are issued under a single indenture.

         SECTION 6.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all
times be a Trustee hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia 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 $5,000,000, and
subject to supervision or examination by Federal, State or District of Columbia
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said 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. No
obligor upon the Securities or Person directly or indirectly controlling by, or
under common control with such obligor shall serve as Trustee hereunder. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in Section 6.10.

         SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.


                                       44
<PAGE>

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company and by
mailing notice thereof to the Holders of Securities of such one or more series,
as their names and addresses appear in the Security Register. If the instrument
of acceptance by a successor Trustee required by Section 6.11 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such one or more series or any Holder who has been a bona fide
holder of a Security or Securities of such one or more series for at least six
months may, subject to the provisions of Section 5.14, 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.

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

         (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 6.8(a) after
         written request therefor by the Company or by any Holder who has been a
         bona fide holder of a Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 6.9
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee and appoint a successor Trustee with respect to all Securities, one copy
of which Board Resolution shall be delivered to the Trustee so removed and one
copy to the successor Trustee, or (ii) subject to Section 5.14, any Holder who
has been a bona fide holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any


                                       45
<PAGE>

particular series) and shall comply with the applicable requirements of Section
6.11. If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a Successor Trustee
with respect to the Securities of such series.

         SECTION 6.11 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
pursuant to Section 6.7, 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)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(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 and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates;


                                       46
<PAGE>

but, on request of the Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

         (c) 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.

         (e) Upon acceptance of appointment by a successor Trustee as provided
in this Section, the Company shall mail notice of the succession of such Trustee
hereunder to the Holders of the Securities of one or more or all series, as the
case may be, to which the appointment of such successor Trustee relates as their
names and addresses appear on the Security Register. If the Company fails to
mail such notice within 10 days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be mailed at the
expense of the Company.

         SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to 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; and in
case at that time any of the Securities shall not have been authenticated, any
successor Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificates shall have the full force which the Securities or this
Indenture provide that the certificate of the Trustee shall have; PROVIDED,
HOWEVER, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

         SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. (a)
Subject to Subsection (b) of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company
within three months prior to a default, as defined in Subsection (c) of this
Section, or subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders and the holders of other
indenture securities, as defined in Subsection (c) of this Section:


                                       47
<PAGE>

                  (1) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such three months' period
         and valid as against the Company and its other creditors, except any
         such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this Subsection, or from the
         exercise of any right of set-off which the Trustee could have exercised
         if a petition in bankruptcy had been filed by or against the Company
         upon the date of such default; and

                  (2) all property received by the Trustee in respect of any
         claims as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such three months' period, or an amount equal to the proceeds of any
         such property, if disposed of, SUBJECT, HOWEVER, to the rights, if any,
         of the Company and its other creditors in such property or such
         proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

                           (A) to retain for its own account (i) payments made
                  on account of any such claim by any Person (other than the
                  Company) who is liable thereon, and (ii) the proceeds of the
                  bona fide sale of any such claim by the Trustee to a third
                  Person, and (iii) distributions made in cash, securities or
                  other property in respect of claims filed against the Company
                  in bankruptcy or receivership or in proceedings for
                  reorganization pursuant to the National Bankruptcy Act or any
                  other similar applicable Federal or State law;

                           (B) to realize, for its own account, upon any
                  property held by it as security for any such claim, if such
                  property was so held prior to the beginning of such three
                  months' period;

                           (C) to realize, for its own account, but only to the
                  extent of the claim hereinafter mentioned, upon any property
                  held by it as security for any such claim, if such claim was
                  created after the beginning of such three months' period and
                  such property was received as security therefor simultaneously
                  with the creation thereof, and if the Trustee shall sustain
                  the burden of proving that at the time such property was so
                  received the Trustee had no reasonable cause to believe that a
                  default, as defined in Subsection (c) of this Section, would
                  occur within three months; or

                           (D) to receive payment on any claim referred to in
                  paragraph (B) or (C), against the release of any property held
                  as security for such claim as provided in paragraph (B) or
                  (C), as the case may be, to the extent of the fair value of
                  such property.

         For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three months' period for property held as security
at the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or


                                       48
<PAGE>

in substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the National
Bankruptcy Act or any other similar applicable Federal or State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account, and before crediting to the
respective claims of the Trustee, the Holders and the holders of other indenture
securities dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to. the National
Bankruptcy Act or any other similar applicable Federal or State law, but after,
crediting thereon receipts on account of the indebtedness represented by their
respective claims from all sources other than from such dividends and from the
funds and property so held in such special account. As used in this paragraph,
with respect to any claim, the term "dividends" shall include any distribution
with respect to such claim, in bankruptcy or receivership or proceedings for
reorganization pursuant to the National Bankruptcy Act or any other similar
applicable Federal or State law, whether such distribution is made in cash,
securities or other property, but shall not include any such distribution with
respect to the secured portion, if any, of such claim. The court in which such
bankruptcy, receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion among the Trustee, the Holders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee, the Holders and the holders of
other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.

         Any Trustee which has resigned or been removed after the beginning of
such three months' period shall be subject to the provisions of this Subsection
as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three months' period, it
shall be subject to the provisions of this Subsection if and only if the
following conditions exist:

                  (i) the receipt of property or reduction of claim which would
         have given rise to the obligation to account, if such Trustee had
         continued as Trustee, occurred after the beginning of such three
         months' period; and

                  (ii) such receipt of property or reduction of claim occurred
         within three months after such resignation or removal.


                                       49
<PAGE>

         (b) There shall be excluded from the operation of Subsection (a) of
this Section a creditor relationship arising from:

                  (1) the ownership or acquisition of securities issued under
         any indenture, or any security or securities having a maturity of one
         year or more at the time of acquisition by the Trustee;

                  (2) advances authorized by a receivership or bankruptcy court
         of competent jurisdiction or by this Indenture, for the purpose of
         preserving any property which shall at any time be subject to the lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in Section 7.3 of this indenture;

                  (3) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

                  (4) an indebtedness created as a result of services rendered
         or premises rented; or an indebtedness created as a result of goods or
         securities sold in a cash transaction, as defined in Subsection (c) of
         this Section;

                  (5) the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; or

                  (6) the acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper, as defined in
         Subsection (c) of this Section.

         (c) For the purposes of this Section only:

                  (1) the term "default" shall mean any failure to make payment
         in full of the principal of or interest on any of the Securities or
         upon the other indenture securities when and as such principal or
         interest becomes due and payable;

                  (2) the term "other indenture securities" shall mean
         securities upon which the Company is an obligor (as defined in the
         Trust Indenture Act of 1939) outstanding under any other indenture (i)
         under which the Trustee is also trustee, (ii) which contains provisions
         substantially similar to the provisions of Subsection (a) of this
         Section, and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account;

                  (3) the term "cash transaction" shall mean any transaction in
         which full payment for goods or securities sold is made within seven
         days after delivery of the goods or securities in currency or in checks
         or other orders drawn upon banks or bankers and payable upon demand;


                                       50
<PAGE>

                  (4) the term "self-liquidating paper" shall mean any draft,
         bill of exchange, acceptance or obligation which is made, drawn,
         negotiated or incurred by the Company for the purpose of financing the
         purchase processing, manufacturing shipment, storage or sale of goods,
         wares or merchandise and which is secured by documents evidencing title
         to, possession of, or a lien upon, the goods, wares or merchandise or
         the receivables or proceeds arising from the sale of the goods, wares
         or merchandise previously constituting the security, provided the
         security is received by the Trustee simultaneously with the creation of
         the creditor relationship whit the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation; and

                  (5) the term "Company" shall mean any obligor upon the
         Securities.

                                  ARTICLE VII.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.1 COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF HOLDERS. The Company covenants and agrees that it will furnish or
cause to be furnished to the Trustee:

                  (a) Semi-annually, not later than April 1 and October 1 in
         each year, commencing October 1, 2001, a list, in such form as the
         Trustee may reasonably require, of the names and addresses of the
         Holders as of a date not more than 15 days prior to the time such list
         is furnished and

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

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

         SECTION 7.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders of Securities (1)
contained in the most recent list furnished to it as provided in Section 7.1 and
(2) received by it in the capacity of Paying Agent or Security Registrar (if so
acting) hereunder.

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

         (b) In case three or more Holders of Securities of any series
(hereinafter called "applicants") apply in writing to the Trustee, and furnish
to the Trustee reasonable proof that each such applicant has owned a Security of
such series for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of the same series or of all
series, as the case may be, with respect to their rights under this Indenture or
under the Securities of such series or of all


                                       51
<PAGE>

series, as the case may be, and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee
shall, within five business days after the receipt of such application, at its
election, either

                  (1) afford such applicants access to the information preserved
         a the time by the Trustee in accordance with the provisions of
         Subsection (a) of this Section 7.2, or

                  (2) inform such applicants as to the approximate number of
         Holders of Securities of such series or of all series, as the case may
         be, whose names and addresses appear in the information preserved at
         the time by the Trustee in accordance with the provisions of Subsection
         (a) of this Section 7.2, and as to the approximate cost of mailing to
         such Holders the form of proxy or other communication, if any,
         specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Securities of such series or of all series, as the case
may be, whose name and address appear in the information preserved at the time
by the Trustee in accordance with the provisions of Subsection (a) of this
Section 7.2, a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants send file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such series or
of all series, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If said
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

         (c) Each and every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Security Registrar nor any Paying Agent shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with the provisions of Subsection (b)
of this Section 7.2, 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 said Subsection (b).

         SECTION 7.3 REPORTS BY TRUSTEE. (a) On or before October 1, 2001, and
on or before October 1 in every year thereafter, so long as required by the
Trust Indenture Act of 1939, as then amended, and so long as any Securities are
Outstanding hereunder, the Trustee shall transmit to the Holders as hereinafter
in this Section 7.3 provided and to the Company a brief


                                       52
<PAGE>

report, dated as of the preceding April 1, with respect to any of the following
events which may have occurred within the 12 months prior to the date of such
report (but if no such event has occurred within such period no report need be
transmitted):

                  (1) any change to its eligibility under Section 6.9, and its
         qualification under Section 6.8;

                  (2) the creation of or any material change to a relationship
         specified in paragraphs (1) through (10) of Subsection (b) of Section
         6.8;

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

                  (4) the amount, interest rate, and maturity date of all other
         indebtedness owing by the Company (or by any other obligor on the
         Securities) to the Trustee in its individual capacity, on the date of
         such report, with a brief description of any property held as
         collateral security therefor, except an indebtedness based upon a
         creditor relationship arising in any manner described in paragraph (2),
         (3), (4) or (5) of Subsection (b) of Section 6.13;

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

                  (6) any additional issue of Securities which it has not
         previously reported; and

                  (7) any action taken by the Trustee in the performance of its
         duties under this Indenture which it has not previously reported and
         which in its opinion materially affects the Securities, except action
         in respect of a default, notice of which has been or is to be withheld
         by it in accordance with the provisions of Section 6.2.

         (b) The Trustee shall transmit to the Holders, as hereinafter provided,
and to the Company a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to the provisions of Subsection (a) of this
Section 7.3 (or if no such report has yet been so transmitted, since the date of
execution of this Indenture) for the reimbursement of which it claims or may
claim a lien or charge prior to that of the Securities on property or funds held
or collected by it as Trustee and which it has not previously reported pursuant
to this Subsection, except that the Trustee shall not be required (but may
elect) to report such advances if such advances remaining unpaid at any time
aggregate ten per cent or less of the aggregate principal amount of the
Outstanding Securities not such time, such report to be transmitted within 90
days after such time.


                                       53
<PAGE>

         (c) Reports pursuant to this Section 7.3 shall be transmitted by mail
to all Holders, as the names and addresses of such Holders appear upon the
Security Register.

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

         SECTION 7.4 REPORTS BY COMPANY. (a) The Company covenants and agrees to
file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as said Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with said Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934; 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 said Commission, in
accordance with rules and regulations prescribed from time to time by said
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

         (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by said Commission, such additional information, documents, and reports
with respect to compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations.

         (c) The Company covenants and agrees to transmit to the Holders within
30 days after the filing thereof with the Trustee, in the manner and to the
extent provided In Subsection (c) of Section 7.3, such 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.

         (d) The Company covenants and agrees to furnish to the Trustee, on or
within 15 days before October 1, 2001, and on or within 15 days before October 1
in every year thereafter, a brief certificate from the chief executive officer,
the chief financial officer or the chief accounting officer as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture. For purposes of this Subsection, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

                                  ARTICLE VIII.

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 8.1 CONSOLIDATIONS AND MERGERS OF COMPANY PERMITTED SUBJECT TO
CERTAIN CONDITIONS. The Company shall not consolidate with or merge into any
other Person or convey,


                                       54
<PAGE>

transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

         (a) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form reasonably satisfactory to the Trustee,
the due and punctual payment of the principal of (and premium, if any) and
interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed and shall have provided for conversion rights in any supplemental
indenture hereto;

         (b) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and

         (c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

         SECTION 8.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

         SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. The
Company, when authorized by a Board Resolution, 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 of 1939 as in
force at the date of the execution thereof) for one or more of the following
purposes:

                  (1) to evidence the succession of another corporation or
         entity to the Company, or successive successions, and the assumption by
         the successor corporation or


                                       55
<PAGE>

         entity of the covenants, agreements and obligations of the Company
         pursuant to Article Eight hereof;

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

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

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in coupon form, registrable or not
         registrable as to principal, and to provide for exchangeability of such
         Securities with Securities issued hereunder in fully registered form;

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

                  (6) to secure the Securities;

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

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

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


                                       56
<PAGE>

                  (10) to comply with any requirement of the Commission in
         connection with the qualification of the Indenture under the Trust
         Indenture Act of 1939;

                  (11) to make provision with respect to the conversion rights,
         if any, to holders of the Securities issued pursuant to the
         requirements any such supplemental indenture.

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

         Any supplemental indenture authorized by the provisions of this Section
9.1 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Outstanding Securities, notwithstanding any of the
provisions of Section 9.2.

         SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplement indenture, by
Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, 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 of 1939 as in force at the
date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; PROVIDED, HOWEVER,
that no such supplemental indenture shall (i) change the Stated Maturity of the
principal of (or premium, if any, on), or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon, or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity thereof (or,
in the case of redemption or repayment at the option of the Holder, on or after
the Redemption Date or Repayment Date, as the case away be), without the consent
of the Holder of each Outstanding Security so affected, (ii) reduce the
aforesaid percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental
indenture, without the consent of the Holders of all the Outstanding Securities
of such aeries or (iii) adversely effect the right to convert any Securities as
provider in any supplemental indenture, or adversely affect the right of the
Company to repurchase any Securities as provided in any supplemental indenture
hereto.

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

         Upon the request of the Company accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the


                                       57
<PAGE>

Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture.

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

         SECTION 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.1) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         SECTION 9.4 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         SECTION 9.5 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE X.

                       PARTICULAR COVENANTS OF THE COMPANY

         SECTION 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of (and premium, if
any, on) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture. Each installment of interest on any
Security may at the Company's option be paid by mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 3.7, to the address of such Person as it appears on the
Security Register. At the option of the Company, all


                                       58
<PAGE>

payments of principal may be paid by official bank check to the registered
Holder of the Security or other person entitled thereto against surrender of
such Security.

         SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain
in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange as in this Indenture provided and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give notice to the Trustee of the location, and any
change in the location, of each such office or agency. In case the Company shall
fail to maintain any such required office or agency or shall fail to give notice
of the location or of any change thereof, presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee. The
Company hereby initially appoints the Trustee as its office or agency for such
purpose.

         The Company may also from time to time designate one or more other
offices or agencies in any location where the Securities of one or more series
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; PROVIDED, HOWEVER, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

         SECTION 10.3 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (or
premium, if any, on) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (or premium, if any) or interest so becoming
due until such sums shall be paid no such Persons or otherwise disposed of as
herein provided. The Company will promptly notify the Trustee of any failure by
the Company to take such action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or prior to each due date of the principal of
(or premium, if any, on) or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal (or 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 its action
or failure so to act.

         The Company will cause each Paying Agent for any series of Securities,
other than the Trustee, to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the principal
         of (or premium, if any, on) or interest on Securities of that series
         (whether such sums have been paid to it by


                                       59
<PAGE>

         the Company or by any other obligor on the Securities) in trust for the
         benefit of the Persons entitled thereto;

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

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

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

         SECTION 10.4 STATEMENT BY OFFICERS AS TO DEFAULT. The Company will
deliver to the Trustee, on or before a date not more than 120 days after the end
of each fiscal year ending after the date hereof, an Officers' Certificate
stating, as to each officer signing such certificate, whether or not to the best
of his knowledge the Company is in default in the performance and observance of
any of the terms, provisions and conditions hereof, and, if the Company shall be
in default, specifying all such defaults and the nature thereof of which he may
have knowledge.

         SECTION 10.5 ADDITIONAL AMOUNTS. The Company hereby agrees that any
amounts to be paid by the Company with respect to each Security shall be paid
without deduction or withholding for any and all present and future taxes,
levies, imposts or other governmental charges whatsoever imposed, assessed,
levied or collected by or for the account of the Republic of Panama (or by or
for the account of the jurisdiction of incorporation (other than the United
States) of a successor corporation to the Company pursuant to Section 8.1, to
the extent that such taxes first become applicable as a result of the successor
corporation becoming the obligor on the Debt Securities) or any political
subdivision or taxing authority thereof or therein ("Panamanian Taxes") or, if
deduction or withholding of any Panamanian Taxes shall at any time be required
by the Republic of Panama (or the jurisdiction of incorporation (other than the
United States) of a successor corporation to the Company pursuant to Section
8.1) or any such subdivision or authority, the Company shall (subject to
compliance by the Holder or beneficial owner of the Security with any relevant
administrative requirements) pay such additional amounts ("Additional Amounts")
in respect of principal, premium, if any, interest, if any, and sinking fund or
analogous payments, if any, as may be necessary in order that the net amount
paid to the Holder of such Security or the Trustee under this Indenture, as the
case may be, after such deduction or withholding, shall equal the respective
amounts of principal, premium, if any, interest, if any, and sinking fund or
analogous payments, if any, as specified in the Security to which such Holder or
the Trustee is entitled; provided, however, that the foregoing shall not apply
to (i) any present or future Panamanian Taxes which would not have been so
imposed,


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<PAGE>

assessed, levied or collected but for the fact that the Holder or beneficial
owner of such Security being or having been a domiciliary, national or resident
of, or engaging or having been engaged in business or maintaining or having
maintained a permanent establishment or being or having been physically present
in, the Republic of Panama (or the jurisdiction of incorporation of a successor
corporation to the Company pursuant to Section 8.1) or such political
subdivision or otherwise having or having had some connection with the Republic
of Panama (or the jurisdiction of incorporation of a successor corporation to
the Company pursuant to Section 8.1) or such political subdivision other than
the holding or ownership of a Security, or the collection of principal of and
interest, if any, on, or the enforcement of, a Security, (ii) any present or
future Panamanian Taxes which would not have been so imposed, assessed, levied
or collected but for the fact that, where presentation is required, such
Security was presented more than thirty days after the date such payment became
due or was provided for, whichever is later, or (iii) any present or future
Panamanian Taxes which would not have been so imposed, assessed, levied or
collected but for the failure to comply with any certification, identification
or other reporting requirements concerning the nationality, residence, identity
or connection with the Republic of Panama (or the jurisdiction of incorporation
of a successor corporation to the Company pursuant to Section 8.1) or any
political subdivision thereof of the Holder or beneficial owner of such
Security, if compliance is required by statute or by rules or regulations of the
Republic of Panama (or the jurisdiction of incorporation of a successor
corporation to the Company pursuant to Section 8.1) or such political
subdivision as a condition to relief or exemption from Panamanian Taxes. The
provisions described in (i) through (iii) above are referred to herein as
"Excluded Taxes." The Company or any successor to the Company, as the case may
be, shall indemnify and hold harmless each Holder of the Securities and upon
written request reimburse each Holder for the amount of (i) any Panamanian Taxes
levied or imposed and paid by such Holder of the Securities (other than Excluded
Taxes) as a result of payments made with respect to the Securities, (ii) any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto, and (iii) any Panamanian Taxes with respect to payment of
Additional Amounts or any reimbursement pursuant to this sentence. The Company
or any successor to the Company, as the case may be, shall also (1) make such
withholding or deduction and (2) remit the full amount deducted or withheld to
the relevant authority in accordance with applicable law. The Company or any
successor to the Company, as the case may be, shall furnish the Trustee within
30 days after the date the payment of any Panamanian Taxes is due pursuant to
applicable law, certified copies of tax receipts evidencing such payment by the
Company or any successor to the Company, as the case may be, which the Trustee
shall forward to the Holders of the Securities.

         At least 30 days prior to each date on which any payment under or with
respect to the Securities is due and payable, if the Company will be obligated
to pay Additional Amounts with respect to such payments, the Company will
deliver to the Trustee an Officers' Certificate stating the fact that such
Additional Amounts will be payable, stating the amounts so payable and setting
forth such other information as may be necessary to enable the Trustee to pay
such Additional Amounts to Holders of the Securities on the payment date.

         Whenever in this Indenture or any Security there is mentioned, in any
context, the payment of the principal, premium, if any, or interest, or sinking
fund or analogous payment, if any, in respect of such Security or overdue
principal or overdue interest or overdue sinking fund or analogous payment, such
mention shall be deemed to include mention of the payment of


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<PAGE>

Additional Amounts provided for herein to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention thereof in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made (if applicable).

         The obligations of the Company (and any successor corporation to the
Company pursuant to Section 8.1) under this Section 10.5 shall survive the
termination of this Indenture and the payment of all amounts under or with
respect to the Securities.

                                  ARTICLE XI.

                            REDEMPTION OF SECURITIES

         SECTION 11.1 APPLICABILITY OF ARTICLE. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their term and (except as otherwise specified as contemplated by Section
3.1 for Securities of any series) in accordance with this Article.

         SECTION 11.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The right of the
Company to elect to redeem any Securities of any series shall be set forth in
the terms of such Securities of such series established in accordance with
Section 3.1. The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 11.3. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction.

         SECTION 11.3 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as may be specified by the
terms of such Securities or, if no such method is so specified, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Securities of
such series; PROVIDED, HOWEVER, that no such partial redemption shall reduce the
portion of the principal amount of such Security not redeemed to less than the
minimum authorized denomination for Securities of that series.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.


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<PAGE>

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

         SECTION 11.4 NOTICE OF REDEMPTION. Notice of redemption shall be given
by the Company or, at the Company's request, by the Trustee, in the name and at
the expense of the Company, to the Holders of the Securities to be redeemed, by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

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

                  (5) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price, and

                  (6) that the redemption is for a sinking fund, if such is the
         case.

         SECTION 11.5 DEPOSIT OF REDEMPTION PRICE. On or before any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

         SECTION 11.6 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; PROVIDED, HOWEVER, that unless otherwise specified as
contemplated by Section 3.1, installment of interest whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.7.


                                       63
<PAGE>

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

         SECTION 11.7 SECURITIES REDEEMED IN PART. Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

         SECTION 11.8 OPTIONAL REDEMPTION OR ASSUMPTION OF SECURITIES UNDER
CERTAIN CIRCUMSTANCES. (a) Unless otherwise specified with respect to the
Securities of any series, if as the result of any change in or any amendment to
the laws, including any regulations thereunder and any applicable double
taxation treaty or convention, of the Republic of Panama (or the jurisdiction of
incorporation (other than the United States) of a successor corporation to the
Company pursuant to Section 8.1), or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in an application
or interpretation of such laws, including any applicable double, taxation treaty
or convention, which change, amendment, application or interpretation ("Change")
becomes effective on or after the original issuance date of such series (or, if
such Change is imposed with respect to tax imposed with respect to payments from
the jurisdiction in which a successor corporation to the Company pursuant to
Section 8.1 is incorporated, such later date on which such successor corporation
becomes a successor corporation to the Company pursuant to Section 8.1), it is
determined by the Company based upon an opinion of independent counsel of
recognized standing that (i) the Company would be required to pay Additional
Amounts (as defined in Section 10.5 herein) in aspect of principal, premium, if
any, interest, if any, or sinking fund or analogous payments, if any, on the
next succeeding date for the payment thereof, or (ii) any taxes would be imposed
(whether by way of deduction, withholding or otherwise) by the Republic of
Panama (or the jurisdiction of incorporation (other than the United States) of a
successor corporation to the Company pursuant to Section 8.1) or by any
political subdivision or taxing authority thereof or therein, upon or with
respect to any principal, premium, if any, interest, if any, or sinking fund or
analogous payments, if any, then the Company may, at its option, on giving not
less than 30 nor more than 60 days' notice (which shall be irrevocable) redeem
such series of Securities in whole, but not in part, at any time (except in the
case of Securities of a series having a variable rate of interest, which may be
redeemed only on an Interest Payment Date) at a Redemption Price equal to 100
percent of the principal amount thereof plus accrued interest to the Redemption
Date (except in the case of outstanding Original Issue Discount Securities which
may be redeemed at the Redemption Price specified by the terms of each series of
such Securities); provided, however, that (i) no notice of redemption may be
given more than 90 days prior to the earliest date on which the Company would be
obligated to pay such Additional Amounts or such tax would be imposed, as the
case may be, and (ii) at the time that such notice of redemption is given, such
obligation to pay Additional Amounts or such tax, as the case may be, remains in
effect.


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<PAGE>

         (b) Prior to any redemption of a series of Securities pursuant to
paragraph (a) above, the Company shall provide the Trustee with an opinion of
independent counsel of recognized standing which states that the conditions
precedent to the right of the Company to redeem such Securities pursuant to this
Section shall have occurred. Each such opinion of independent counsel of
recognized standing shall be based on the laws in effect on the date of such
opinion or to become effective on or before the next succeeding date of payment
of principal, premium, if any, interest. if any, and sinking fund or analogous
payments, if any. For purposes of this Section, all references to the Company in
this paragraph shall include any successor corporation thereto pursuant to
Section 8.1.

                                  ARTICLE XII.

                         REPAYMENT AT OPTION OF HOLDERS

         SECTION 12.1 APPLICABILITY OF ARTICLE. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article.

         SECTION 12.2 REPAYMENT OF SECURITIES. Securities of any series subject
to repayment in whole or in part at the option of the Holders thereof will,
unless otherwise provided in the terms of such Securities, be repaid at a price
equal to the principal amount thereof, together with interest thereon accrued to
the Repayment Date specified in the terms of such Securities. The Company
covenants that on or before the Repayment Date it will deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

         SECTION 12.3 EXERCISE OF OPTION. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. To be repaid at the option of
the Holder, any Security so providing for such repayment, with the "Option to
Elect Repayment" form on the reverse of such Security duly completed by the
Holder, must be received by the Company at the Place of Payment therefor
specified in the terms of such Security (or at such other place or places of
which the Company shall from time to time notify the Holders of such Securities)
not earlier than 30 days nor later than 15 days prior to the Repayment Date. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of $1,000 unless otherwise specified in the
terms of such Security, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of
such Security surrendered that is not to be repaid must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be


                                       65
<PAGE>

provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

         SECTION 12.4 WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and shall
be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) interest on such Securities or the portions
thereof, as the case may be, shall cease to accrue.

         SECTION 12.5 SECURITIES REPAID IN PART. Upon surrender of any Security
which is to be repaid in part only, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without service
charge and at the expense of the Company, a new Security or Securities of the
same series, of any authorized denomination specified by the Holder, in an
aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.

                                  ARTICLE XIII.

                                  SINKING FUNDS

         SECTION 13.1 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
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 13.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

         SECTION 13.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company may (1) deliver to the Trustee Outstanding Securities of a series (other
than any previously called for redemption) theretofore purchased or otherwise
acquired by the Company and (2) receive credit for Securities of a series which
have been previously delivered to the Trustee by the Company or for Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of the same 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


                                       66
<PAGE>

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 13.3 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering or crediting Securities of that series pursuant to Section 13.2
(which Securities will, if not previously delivered, accompany such certificate)
and whether the Company intends to exercise its right to make a permitted
optional sinking fund payment with respect to such series. Such certificate
shall be irrevocable and upon its delivery the Company shall be obligated to
make the cash payment or payments therein referred to, if any, on or before the
next succeeding sinking food payment date. In the case of the failure of the
Company to deliver such certificate, the sinking fund payment due on the next
succeeding sinking fund payment date for that series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of such Securities
subject to a mandatory sinking fund payment without the option to deliver or
credit Securities as provided in Section 13.2 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

         Not more than 60 days before each such sinking fund payment date, the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

         Prior to any sinking fund payment date, the Company shall pay to the
Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section 13.3.

                                  ARTICLE XIV.

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

         SECTION 14.1 EXEMPTION FROM INDIVIDUAL LIABILITY. 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, shareholder, officer, director or employee, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company, 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 of the Company, and that no
such personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators, shareholders, officers, directors or


                                       67
<PAGE>

employees, as such, of the Company or of any 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, 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, shareholders, officer, director or employee, 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 issue of such Securities.

                                   ARTICLE XV.

                            MISCELLANEOUS PROVISIONS

         SECTION 15.1 SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

         SECTION 15.2 ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR
CORPORATION VALID. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
that time be the successor of the Company.

         SECTION 15.3 REQUIRED NOTICES OR DEMANDS. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders to or on the Company may, except as otherwise
provided in Section 5.1(4), be given or served by being deposited postage
prepaid in a post office letter box in the United States addressed (until
another address is filed by the Company with the Trustee), as follows: Carnival
Corporation, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428, Attention:
Treasurer. Any notice, direction, request or demand by the Company or by any
Holder to or upon the Trustee may be given or made, for all purposes, by being
deposited postage prepaid in a post office letter box in the United States
addressed to the Corporate Trust Office of the Trustee. Any notice required or
permitted to be mailed to a Holder by the Company or the Trustee pursuant to the
provisions of this Indenture shall be deemed to be properly mailed by being
deposited postage prepaid in a post office letter box in the United States
addressed to such Holder at the address of such Holder as shown on the Security
Register. In any case, where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be flied with the Trustee. but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


                                       68
<PAGE>

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impractical to mail notice of any event to Holders
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to the
Trustee shall be deemed to be a sufficient giving of such notice.

         SECTION 15.4 INDENTURE AND SECURITIES TO BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE AND EACH SECURITY SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SAID STATE.

         SECTION 15.5 INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This Indenture
may be exacted in any number of counterparts, each of which shall be an
original, but all of which shal1 together constitute one and the same
instrument.


                                       69
<PAGE>

U.S. BANK TRUST NATIONAL ASSOCIATION, the party of the second part, hereby
accepts the trusts in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

         IN WITNESS WHEREOF, CARNIVAL CORPORATION, the party of the first part,
has caused this Indenture to be duly signed and acknowledged by its Chairman of
the Board or its President or an Executive Vice President or a Vice President or
its Treasurer or its Secretary or its Assistant Secretary thereunto duly
authorized; and U.S. BANK TRUST NATIONAL ASSOCIATION, the party of the second
part, has caused this Indenture to be duly signed and acknowledged by one of its
Vice Presidents or Assistant Vice Presidents thereunto duly authorized and the
same to be attested by one of its Trust Officers.


                                        CARNIVAL CORPORATION


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


                                        U.S. BANK TRUST NATIONAL ASSOCIATION


                                        By:
                                           -------------------------------------
                                            Name: Lori-Ann Rosenberg
                                            Title: Assistant Vice President


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