<PAGE>

                                                                     Exhibit 4.1



















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


                           AMBAC FINANCIAL GROUP, INC.

                                       TO

                               JPMORGAN CHASE BANK
                                     Trustee


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

                                    INDENTURE

                           Dated as of April 22, 2003

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


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

<PAGE>


Reconciliation and tie between Trust Indenture Act of 1939, as amended, and
Indenture, dated as of April 22, 2003.

TRUST INDENTURE                                               INDENTURE
 ACT SECTION                                                   SECTION

Section 310(a)(1).........................................     607
           (a)(2).........................................     607
           (b)............................................     608
Section 312(a)............................................     703
Section 312(c)............................................     701
Section 313(a)............................................     702
Section 314(a)............................................     703
           (c)(1).........................................     102
           (c)(2).........................................     102
           (e)............................................     102
Section 315(b)............................................     601
Section 316(a)............................................     101
                                                          ("Outstanding")
           (a)(1)(A)......................................     502
                                                               512
           (a)(1)(B)......................................     513
           (b)............................................     508
Section 317(a)(1).........................................     503
           (a)(2).........................................     504
Section 318(a)............................................     111

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

<PAGE>

                              TABLE OF CONTENTS/1/

<TABLE>
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RECITALS OF THE COMPANY....................................................................................1

                                   ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS
                                           OF GENERAL APPLICATION

SECTION 101.   Definitions.................................................................................1
               Act.........................................................................................2
               Affiliate...................................................................................2
               Authenticating Agent........................................................................2
               Board of Directors..........................................................................2
               Board Resolution............................................................................2
               Business Day................................................................................2
               Commission..................................................................................2
               Company.....................................................................................2
               Company Request or Company Order............................................................2
               Corporate Trust Office......................................................................2
               Corporation.................................................................................3
               Currency....................................................................................3
               Defaulted Interest..........................................................................3
               Depositary..................................................................................3
               Dollar or $.................................................................................3
               ECU.........................................................................................3
               Exchange Rate Agent.........................................................................3
               Event of Default............................................................................3
               Global Security.............................................................................3
               Holder......................................................................................3
               Indenture...................................................................................3
               Interest Payment Date.......................................................................3
               Maturity....................................................................................3
               Mortgage....................................................................................4
               Officers' Certificates......................................................................4
               Opinion of Counsel..........................................................................4
               Original Issue Discount Security............................................................4
               Outstanding.................................................................................4
               Paying Agent................................................................................5
               Person......................................................................................5
               Place of Payment............................................................................5
</TABLE>

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/1/     This table of contents shall not, for any purpose, be deemed to be a
        part of the Indenture.

                                       i

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               Predecessor Security........................................................................5
               Redemption Date.............................................................................5
               Redemption Price............................................................................5
               Regular Record Date.........................................................................5
               Responsible Officer.........................................................................5
               Restricted Subsidiary.......................................................................5
               Securities..................................................................................5
               Security Register and Security Registrar....................................................5
               Special Record Date.........................................................................5
               Stated Maturity.............................................................................6
               Subsidiary..................................................................................6
               Trustee.....................................................................................6
               Trust Indenture Act.........................................................................6
               U.S. Government Obligations.................................................................6
               Vice President..............................................................................6
               Voting Stock................................................................................6
SECTION 102.   Compliance Certificates And Opinions........................................................7
SECTION 103.   Form Of Documents Delivered To Trustee......................................................7
SECTION 104.   Acts Of Holders.............................................................................8
SECTION 105.   Notices, Etc., To Trustee And Company.......................................................8
SECTION 106.   Notice To Holders; Waiver...................................................................9
SECTION 107.   Effect Of Headings And Table Of Contents....................................................9
SECTION 108.   Successors And Assigns......................................................................9
SECTION 109.   Separability Clause.........................................................................9
SECTION 110.   Benefits Of Indenture......................................................................10
SECTION 111.   Governing Law..............................................................................10
SECTION 112.   Legal Holidays.............................................................................10

                                              ARTICLE TWO SECURITY FORMS

SECTION 201.   Forms Generally............................................................................10
SECTION 202.   Additional Provisions In Global Securities.................................................11
SECTION 203.   Form Of Trustee's Certificate Of Authentication............................................11

                                             ARTICLE THREE THE SECURITIES

SECTION 301.   Amount Unlimited; Issuable In Series.......................................................12
SECTION 302.   Denominations..............................................................................14
SECTION 303.   Execution, Authentication, Delivery And Dating.............................................14
SECTION 304.   Temporary Securities.......................................................................16
SECTION 305.   Registration, Registration Of Transfer And Exchange........................................16
SECTION 306.   Mutilated, Destroyed, Lost And Stolen Securities...........................................18
SECTION 307.   Payment Of Interest; Interest Rights Preserved.............................................18
</TABLE>

                                       ii

<PAGE>

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SECTION 308.   Persons Deemed Owners......................................................................20
SECTION 309.   Cancellation...............................................................................20
SECTION 310.   Computation Of Interest....................................................................20

                                     ARTICLE FOUR SATISFACTION AND DISCHARGE

SECTION 401.   Satisfaction And Discharge Of Indenture....................................................21
SECTION 402.   Application Of Trust Money.................................................................22

                                          ARTICLE FIVE REMEDIES

SECTION 501.   Events Of Default..........................................................................22
SECTION 502.   Acceleration Of Maturity; Rescission And Annulment.........................................24
SECTION 503.   Collection Of Indebtedness And Suits For Enforcement By Trustee............................25
SECTION 504.   Trustee May File Proofs Of Claim...........................................................26
SECTION 505.   Trustee May Enforce Claims Without Possession Of Securities................................26
SECTION 506.   Application Of Money Collected.............................................................27
SECTION 507.   Limitation On Suits........................................................................27
SECTION 508.   Unconditional Right Of Holders To Receive Principal, Premium And Interest..................28
SECTION 509.   Restoration Of Rights And Remedies.........................................................28
SECTION 510.   Rights And Remedies Cumulative.............................................................29
SECTION 511.   Delay Or Omission Not Waiver...............................................................29
SECTION 512.   Control By Holders.........................................................................29
SECTION 513.   Waiver Of Past Defaults....................................................................30
SECTION 514.   Waiver Of Stay Or Extension Laws...........................................................30

                                        ARTICLE SIX THE TRUSTEE

SECTION 601.   Notice Of Defaults.........................................................................31
SECTION 602.   Certain Rights Of Trustee..................................................................31
SECTION 603.   Not Responsible For Recitals Or Issuance Of Securities.....................................32
SECTION 604.   May Hold Securities........................................................................33
SECTION 605.   Money Held In Trust........................................................................33
SECTION 606.   Compensation And Reimbursement.............................................................33
SECTION 607.   Corporate Trustee Required; Eligibility....................................................34
SECTION 608.   Resignation And Removal; Appointment Of Successor..........................................34
SECTION 609.   Acceptance Of Appointment By Successor.....................................................35
SECTION 610.   Merger, Conversion, Consolidation Or Succession To Business................................37
SECTION 611.   Appointment Of Authenticating Agent........................................................37

                       ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.   Disclosure Of Names And Addresses Of Holders...............................................38
SECTION 702.   Reports By Trustee.........................................................................39
</TABLE>

                                      iii

<PAGE>

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SECTION 703.   Reports By Company And Holders' Lists......................................................39

                       ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.   Company May Consolidate, Etc., Only On Certain Terms.......................................40
SECTION 802.   Successor Corporation Substituted..........................................................41

                                     ARTICLE NINE SUPPLEMENTAL INDENTURES

SECTION 901.   Supplemental Indentures Without Consent Of Holders.........................................41
SECTION 902.   Supplemental Indentures With Consent Of Holders............................................42
SECTION 903.   Execution Of Supplemental Indentures.......................................................43
SECTION 904.   Effect Of Supplemental Indentures..........................................................44
SECTION 905.   Conformity With Trust Indenture Act........................................................44
SECTION 906.   Reference In Securities To Supplemental Indentures.........................................44

                                            ARTICLE TEN COVENANTS

SECTION 1001.  Payment Of Principal, Premium And Interest.................................................44
SECTION 1002.  Maintenance Of Office Or Agency............................................................44
SECTION 1003.  Money For Securities Payments To Be Held In Trust..........................................45
SECTION 1004.  Corporate Existence........................................................................46
SECTION 1005.  Maintenance Of Properties..................................................................47
SECTION 1006.  Payment Of Taxes And Other Claims..........................................................47
SECTION 1007.  Limitations On Liens.......................................................................47
SECTION 1008.  Limitations On Disposition Of Stock Of Restricted Subsidiaries.............................47
SECTION 1009.  Statement As To Compliance.................................................................48
SECTION 1010.  Waiver Of Certain Covenants................................................................48

                                   ARTICLE ELEVEN REDEMPTION OF SECURITIES

SECTION 1101.  Applicability Of Article...................................................................48
SECTION 1102.  Election To Redeem; Notice To Trustee......................................................48
SECTION 1103.  Selection By Trustee Of Securities To Be Redeemed..........................................49
SECTION 1104.  Notice Of Redemption.......................................................................49
SECTION 1105.  Deposit Of Redemption Price................................................................50
SECTION 1106.  Securities Payable On Redemption Date......................................................50
SECTION 1107.  Securities Redeemed In Part................................................................50

                                         ARTICLE TWELVE SINKING FUNDS

SECTION 1201.  Applicability Of Article...................................................................51
SECTION 1202.  Satisfaction Of Sinking Fund Payments With Securities......................................51
SECTION 1203.  Redemption Of Securities For Sinking Fund..................................................52
</TABLE>

                                       iv

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                                ARTICLE THIRTEEN REPAYMENT AT OPTION OF HOLDERS

SECTION 1301.  Applicability Of Article...................................................................53
SECTION 1302.  Repayment Of Securities....................................................................53
SECTION 1303.  Exercise Of Option.........................................................................53
SECTION 1304.  When Securities Presented For Repayment Become Due And Payable.............................54
SECTION 1305.  Securities Repaid In Part..................................................................54

                              ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401.  Applicability Of Article; Company's Option To Effect Defeasance Or Covenant Defeasance.....54
SECTION 1402.  Defeasance And Discharge...................................................................55
SECTION 1403.  Covenant Defeasance........................................................................55
SECTION 1404.  Conditions To Defeasance Or Covenant Defeasance............................................55
SECTION 1405.  Application Of Trust Money.................................................................57
SECTION 1406.  Reinstatement..............................................................................57
</TABLE>

                                       v

<PAGE>

     INDENTURE, dated as of April 22, 2003, between Ambac Financial Group, Inc.,
a corporation duly organized and existing under the laws of the State of
Delaware (the "Company"), having its principal office at One State Street Plaza,
New York, New York 10004, and JPMorgan Chase Bank, a New York State banking
corporation, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

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

     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are required to be part of this Indenture and shall, to
the extent applicable, be governed by such provisions.

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

     NOW, THEREFORE, the Company agrees as follows with the Trustee for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.   DEFINITIONS.

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

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

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

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

<PAGE>

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

     Certain terms, used principally in Article Six, are defined in that
Article.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 104.

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

     "Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

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

     "Business Day", except as otherwise specified as contemplated by Section
301, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are generally authorized or obligated by law to close.

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

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

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

     "Corporate Trust Office" means the office of the Trustee in the New York,
New York at which at any particular time its corporate trust business shall be
administered.

                                       2

<PAGE>

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

     "Currency" means any currency or currencies, composite currency or currency
unit or currency units, including, without limitation, the ECU, issued by the
government of one or more countries or by any recognized confederation or
association of such governments.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary by the Company pursuant to Section 301, and if
at any time there is more than one such Person, 'Depositary' as used with
respect to the Securities of any such series shall mean the Depositary with
respect to the Securities of that series.

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

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

     "Exchange Rate Agent" means a New York Clearinghouse Bank retained for the
purpose of quoting the exchange rate on any day between Dollars and any
Currency, or between any two Currencies.

     "Event of Default" has the meaning specified in Section 501.

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

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 301.

     "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest of such Security.

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

                                       3

<PAGE>

     "Mortgage" means any mortgage, pledge, lien, security interest or other
encumbrance.

     "Officers' Certificates" means a certificate signed by two officers, one of
whom shall be the principal financial officer from among the Chairman of the
Board, President or a Vice President, and by the Treasurer, an Assistant
Treasurer, Secretary or an Assistant Secretary, of the Company, and delivered to
the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company.

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

     (ii) Securities for the payment or redemption of which money or U.S.
Government Obligations in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities as contemplated by Article
Four or Article Fourteen; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made; and

     (iii) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a protected purchaser (as defined in Article 8
of the Uniform Commercial Code as in effect from time to time in the state of
New York) in whose hands such Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) 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 would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, and (b) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining 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 to be 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

                                       4

<PAGE>

pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

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

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

     "Place of Payment," when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 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," when used with respect to any Security to be redeemed,
means the date fixed by the Company for such redemption by or pursuant to this
Indenture.

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge and
familiarity with the particular subject.

     "Restricted Subsidiary" means Ambac Assurance Corporation and any successor
to all or substantially all of its business, provided that such successor is a
Subsidiary.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

                                       5

<PAGE>

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

     "Subsidiary" means a corporation more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905; provided however, that in the event the Trust Indenture Act is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

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

     "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     "Voting Stock" means, with respect to any Subsidiary, stock of any class or
classes (or equivalent interest), if the holders of the stock of such class or
classes (or equivalent interests) are ordinarily, in the absence of
contingencies, entitled to vote for the election of the directors (or persons
performing similar functions) of such corporation, even though the right so to
vote has been suspended by the happening of such a contingency.

                                       6

<PAGE>

SECTION 102.   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 such proposed action is authorized or permitted by this Indenture and
all such conditions precedent, if any, have been complied with, except that in
the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion
need be furnished.

     Every certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than pursuant to Section 1010)
shall include:

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

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

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

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

SECTION 103.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

                                       7

<PAGE>

of the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinions 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 104.   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 may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. 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 conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

          (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.

          (c)  At any time, the ownership of Securities shall be proved by the
Security Register.

          (d)  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, omitted 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 105.   NOTICES, ETC., TO TRUSTEE AND COMPANY.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

                                       8

<PAGE>

          (1)  the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, Attention:
     Institutional Trust Services, or

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

SECTION 106.   NOTICE TO HOLDERS; WAIVER.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. 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 filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

SECTION 107.   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 108.   SUCCESSORS AND ASSIGNS.

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

SECTION 109.   SEPARABILITY CLAUSE.

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

                                       9

<PAGE>

SECTION 110.   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 111.   GOVERNING LAW.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York. This Indenture is subject to
the provisions of the Trust Indenture Act of 1939, as amended, that are required
to be part of this Indenture and shall, to the extent applicable, be governed by
such provisions.

SECTION 112.   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 or
in New York City, then unless otherwise specified in 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 TWO

                                 SECURITY FORMS

SECTION 201.   FORMS GENERALLY.

     The Securities of each series shall be in substantially such form 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 form of Securities of any series is
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 303 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.

                                       10

<PAGE>

     The definitive Securities shall be printed, lithographed or engraved on
steel 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.

SECTION 202.   ADDITIONAL PROVISIONS IN GLOBAL SECURITIES.

     Any Global Security may provide that it shall represent the aggregate or
specified amount of Outstanding Securities from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount or changes in the rights of Holders of Outstanding
Securities represented thereby shall be made in such manner and by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions
of Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not comply
with Section 314(c) of the Trust Indenture Act.

     Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of and any premium and
interest on any Security in permanent global form shall be made to the Person or
Persons specified therein.

     Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent Global Security the registered Holder of
such permanent Global Security.

SECTION 203.   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.

                                                       JPMORGAN CHASE BANK,
                                                       as Trustee

                                                       By
                                                         ----------------------
                                                          Authorized Officer

                                       11

<PAGE>

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.   AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

     The Securities may be issued in one or more series. There shall be
established in 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,

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

          (2)  any limit upon the aggregate principal amount of the Securities
     of 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 Section 304, 305, 306, 906, 1107 or 1305);

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

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

          (5)  the place or places where the principal of (and premium, if any)
     and 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, if the Company
     is to have that option;

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

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

                                       12

<PAGE>

          (9)  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 502
     or the method by which such portion shall be determined;

          (10) if other than Dollars, the Currency in which payment of the
     principal of (and premium, if any) or interest, if any, on the Securities
     of the series shall be payable or in which the Securities of the series
     shall be denominated;

          (11) whether the amount of payments 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 (which index, formula or
     method may be based, without limitation, on one or more Currencies,
     commodities, equity indices or other indices), and the manner in which such
     amounts shall be determined;

          (12) provisions, if any, granting special rights to the Holders of
     Securities of the series upon the occurrence of such events as may be
     specified;

          (13) any deletions from, modifications of or additions to the Events
     of Default or covenants of the Company with respect to Securities of the
     series, whether or not such Events of Default or covenants are consistent
     with the Events of Default or covenants set forth herein;

          (14) the application, if any, of Section 1402 or 1403 to the
     Securities of any series;

          (15) whether the Securities of the series shall be issued in whole or
     in part in the form of a Global Security or Securities; the terms and
     conditions, if any, upon which such Global Securities or Securities may be
     exchanged in whole or in part for other definitive Securities; and the
     Depositary for such Global Security or Securities, which Depositary must be
     a clearing agency registered under the Securities Exchange Act of 1934;

          (16) any trustees, authenticating or paying agents, transfer agents or
     registrars or any other agents with respect to the Securities of such
     series; and

          (17) any other terms of 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 such
Indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, copy of an appropriate record of such action shall be
certified by the Secretary or an

                                       13

<PAGE>

Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of the series.

SECTION 302.   DENOMINATIONS.

     The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions, the Securities of such series, other than
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents. The signature of any
of these officers on the Securities may be manual or facsimile.

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

     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 the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such series of Securities, the Trustee shall
be entitled to receive, and shall be fully protected in relying upon, an Opinion
of Counsel stating,

          (a)  if the form of such Securities has been established by or
pursuant to a Board Resolution as permitted by Section 201, that such form has
been established in conformity with the provisions of this Indenture;

          (b)  if the terms of such Securities have been established by or
pursuant to a Board Resolution as permitted by Section 301, that such terms have
been established in conformity with the provisions of this Indenture; and

          (c)  that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors' rights and
to general principles of equity.

                                       14

<PAGE>

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

     If all of the Securities of a series are not to be originally issued at the
same time, then the documents required to be delivered pursuant to this Section
303 must be delivered only once, prior to the authentication and delivery of the
first Security of such series; provided, however, that any subsequent request by
the Company to the Trustee to authenticate Securities of such series upon
original issuance shall constitute a representation and warranty by the Company
that, as of the date of such request, the statements made in the Officers'
Certificate delivered pursuant to Section 301 shall be true and correct as if
made on such date and that all the conditions precedent, if any, provided for in
this Indenture or the terms of the Securities of such series relating to the
authentication and delivery of Securities of such series have been complied
with.

     If the Company shall establish pursuant to Section 301 that the Securities
of a series are to be issued in whole or in part in the form of one or more
Global Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by such Global
Security or Securities, (ii) shall be registered in the name of the Depositary
for such Global Security or Securities or the nominee of such Depositary, (iii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part for
Securities in certificated form, this Security may not be transferred except as
a whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary" or to such other effect as the Depositary and the Trustee
may agree.

     Each Depositary designated pursuant to Section 301 must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and any other
applicable statute or regulation. The Trustee shall have no responsibility to
determine if the Depositary is so registered. Each Depositary may enter into an
agreement with the Trustee and the Company governing their respective duties and
rights with regard to Global 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.

                                       15

<PAGE>

SECTION 304.   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.

     Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities of
any series are issued, the Company will cause definitive Securities of such
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 definitive Securities of such series.

SECTION 305.   REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept, at an office or agency of the Company
maintained pursuant to Section 1002, a register (herein sometimes referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. Such office or agency shall be the "Security
Registrar" for the purpose of registering Securities and transfers as herein
provided. The Trustee is hereby initially appointed Security Registrar.

     Upon surrender for registration of transfer of any 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 transferees, one or more new Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor.

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

                                       16

<PAGE>

     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 or the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

     The Company shall not be required (i) to issue, 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 mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (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.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any Global Security shall be exchangeable pursuant
to this Section 305 for Securities registered in the names of Persons other than
the Depositary with respect to such Security or its nominee only as provided in
this paragraph. A Global Security shall be so exchangeable pursuant to this
Section 305 if (i) the Depositary with respect to such Global Security notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time such Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and, in either
such case, a successor Depositary is not appointed by the Company within 90
days, (ii) the Company executes and delivers to the Trustee a Company Order that
such Global Security shall be so exchangeable or (iii) there shall have occurred
and be continuing an Event of Default, or an event which, with the giving of
notice or lapse of time, or both, would constitute an Event of Default, with
respect to the Securities. Upon the exchange of a Global Security for Securities
in certificated form, such Global Security shall be cancelled by the Trustee.
Any Global Security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for Securities registered in such names as the Depositary
with respect to such Global Security shall direct.

     Notwithstanding any other provision of this Section 305, unless and until
it is exchanged in whole or in part for Securities in certificated form, a
Global Security may not be transferred except as a whole by the Depositary with
respect to such Global Security to a nominee of such Depositary, or by a nominee
of such Depositary to such Depositary or to another nominee of such Depositary.

                                       17

<PAGE>

SECTION 306.   MUTILATED, DESTROYED, LOST AND 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.

     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 protected
purchaser (as defined in Article 8 of the Uniform Commercial Code as in effect
from time to time in the state of New York), 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.

     In any case such mutilated, 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 or
the Trustee 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) incurred in connection
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 307.   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 1002;
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 308,
to the address of such Person as it appears on the Security Register.

                                       18

<PAGE>

     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 in the Currency in which the Securities of each series are payable
     (except as otherwise specified pursuant to Section 301 for the Securities
     of such series) equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements satisfactory
     to the Trustee for such deposit on or prior to the date of the proposed
     payment, such money when deposited to be held in trust for the benefit of
     the Persons entitled to such Defaulted Interest as in this Clause provided.
     Thereupon the Trustee shall fix a Special Record Date for the payment of
     such Defaulted Interest which shall be not more than 15 days and not less
     than 10 days prior to the date of the proposed payment and not less than 10
     days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be mailed, first-class postage prepaid, to each
     Holder of Securities of such series at his address as it appears in the
     Security Register, not less than 10 days prior to such Special Record Date.
     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 the Currency in which the Securities of each
     series are payable 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

                                       19

<PAGE>

carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

SECTION 308.   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) and
(subject to Section 307) 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.

     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by a Depositary or impair, as between a Depositary and
such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary as Holder of any
Security.

SECTION 309.   CANCELLATION.

     All Securities surrendered for payment, redemption, 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 cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. If the Company shall so acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of in accordance with the
Trustee's customary procedures unless directed by a Company Order.

SECTION 310.   COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a year of twelve 30-day months.

                                       20

<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.   SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities (except as to any surviving rights of
registration of transfer or exchange of Securities of such series herein
expressly provided for), and the Trustee, at the expense of the Company and upon
Company Request, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series when

          (1)  either

               (A)  all Securities of such series 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
          306 and (ii) Securities for whose payment money has, or U.S.
          Government Obligations have, 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
          1003) have been delivered to the Trustee for cancellation; or

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

                    (i)     have become due and payable, or

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

                    (iii)   are to be called for redemption within one year
          under arrangements satisfactory to the Trustee for the giving of
          notice 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, in the Currency in
          which the Securities of such series are payable, or U.S. Government
          Obligations, maturing as to principal and interest at such times as
          will assure the availability of cash, 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;

                                       21

<PAGE>

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606 and, if money or
U.S. Government Obligations shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

SECTION 402.   APPLICATION OF TRUST MONEY.

     Subject to provisions of the last paragraph of Section 1003, all money and
U.S. Government Obligations deposited with the Trustee pursuant to Section 401
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.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.   EVENTS OF DEFAULT.

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law 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 such
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or

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

          (3)  default in the payment of any sinking fund installment as and
     when the same shall become due and payable by the terms of the Securities
     of such series; or

                                       22

<PAGE>

          (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
     such 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 all Outstanding Securities 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)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or any Restricted
     Subsidiary in an involuntary case or proceeding under any applicable
     federal or state bankruptcy, insolvency, reorganization or other similar
     law or (B) a decree or order adjudging the Company or any Restricted
     Subsidiary a bankrupt or insolvent, or approving as properly filed a
     petition seeking reorganization, arrangement, adjustment, rehabilitation,
     conservation or composition of or in respect of the Company or any
     Restricted Subsidiary under any applicable federal or state law, or
     appointing a custodian, receiver, liquidator, assignee, trustee,
     rehabilitation, conservator, sequestrator or other similar official of the
     Company or any Restricted Subsidiary 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 90 consecutive days; or

          (6)  the commencement by the Company or any Restricted Subsidiary of a
     voluntary case or proceeding under any applicable federal or state
     bankruptcy, insolvency, reorganization or other similar 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 or any Restricted Subsidiary in an involuntary case or
     proceeding under any applicable federal or state bankruptcy, insolvency,
     reorganization or other similar 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 any Restricted Subsidiary 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 the taking of corporate action by
     the Company or any Restricted Subsidiary in furtherance of any such action;
     or

                                       23

<PAGE>

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

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in clauses (5) and (6) of this Section 501, the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.

SECTION 502.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default described in clauses (1) (2), (3) or (7) of Section
501 above 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 aggregate principal amount of the Outstanding Securities of
such series (each such series voting as a separate class) 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 and interest
accrued thereon, if any, 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 amount shall become immediately due and payable. If an
Event of Default described in clauses (4), (5) or (6) of Section 501 above with
respect to Securities of all 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 aggregate principal amount of all Outstanding Securities hereunder
(voting as a single class) may declare the principal amount (or, if the
Securities of any 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 then Outstanding and interest accrued thereon, if any, to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon such declaration such amount shall
become immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series (or all Securities, as the case may be) 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 aggregate principal amount of the Outstanding Securities of such
series (voting as a separate class) with respect to an Event of Default
described in clauses (1), (2), (3) and (7) of Section 501 above, and the Holders
of a majority in aggregate principal amount of the Outstanding Securities of all
series (voting as a single class) with respect to an Event of Default described
in clause (4), (5) or (6) of Section 501 above, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if

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

               (A)  all Defaulted Interest on all Securities of such series (or
          on all Securities, as the case may be),

                                       24

<PAGE>

               (B)  the principal of (and premium, if any, on) any Securities of
          such series (or of all Securities, as the case may be) which has
          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 lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, 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 such series
     (or all Securities, as the case may be), other than the non-payment of the
     principal of Securities which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 513.

     No such rescission shall affect any subsequent Event of Default or impair
any right consequent thereon.

SECTION 503.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The Company covenants that if there is a

          (1)  default in the payment of any interest on any Security when such
     interest becomes due and payable and such default continues for a period of
     30 days, or

          (2)  default in the payment of the principal of (or premium, if any,
     on) any Security at the Maturity thereof, the Company will, upon demand of
     the Trustee, pay to the Trustee, for the benefit of the Holders of such
     Securities, the whole amount then due and payable on such Securities for
     principal (and premium, if any) and interest and, to the extent that
     payment of such interest shall be legally enforceable, interest on any
     overdue principal (and premium, if any) and on any overdue interest, at the
     rate or rates prescribed therefor in such Securities, and, in addition
     thereto, such further amount as shall be sufficient to cover the costs and
     expenses of collection, including the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel.

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

                                       25

<PAGE>

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 504.   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 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, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                    (i)     to file and prove a claim for the whole amount of
          principal (and premium, if any) or such portion of the principal
          amount of any series of Original Issue Discount Securities as may be
          specified in the terms of such series, 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 agent and counsel, and any other
          amounts due the Trustee under Section 606.

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 505.   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

                                       26

<PAGE>

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.

     In connection with any filings of any claims pursuant to Section 317(a)(2)
of the Trust Indenture Act (i) the Trustee shall be entitled to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same, (ii) unless prohibited by law or applicable
regulation, to vote on behalf of the Holders for the election of a trustee in
bankruptcy or other similar official, and any receiver trustee or similar
official in any proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, if the Trustee consents to the making of such
payments directly to the Holders, to pay to the Trustee any amounts due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee or any
predecessor Trustee under Section 606.

SECTION 506.   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 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 or any predecessor
Trustee under Section 606; and

     SECOND: To the payment of the amounts then due and unpaid for principal of
(and premium, if any) 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: The balance, if any, to the Person or Persons entitled thereto.

SECTION 507.   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 has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of such
     series;

          (2)  the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series in the case of any Event of Default
     described in clause (1), (2), (3) or (7) of Section 501, or, in the case of
     any Event of

                                       27

<PAGE>

     Default described in clause (4), (5) or (6) of Section 501, the Holders of
     not less than 25% in aggregate principal amount of all Outstanding
     Securities, shall have made written request to the Trustee to institute
     proceedings in respect of such Event of Default in its own name as Trustee
     hereunder;

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

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

          (5)  no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in principal amount of the Outstanding Securities of that series in the
     case of any Event of Default described in clause (1), (2), (3) or (7) of
     Section 501, or, in the case of any Event of Default described in clause
     (4), (5) or (6) of Section 501, the Holders of not less than 25% in
     aggregate principal amount of all Outstanding Securities;

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
Holders of Securities of the same series, in the case of any Event of Default
described in clauses (1), (2), (3) or (7) of Section 501, or of Holders of all
Securities in the case of any Event of Default described in clauses (4), (5), or
(6) of Section 501, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all Holders of Securities of the same series, in the case of any Event of
Default described in clauses (1), (2), (3) or (7) of Section 501, or of Holders
of all Securities in the case of any Event of Default described in clauses (4),
(5) or (6) of Section 501.

SECTION 508.   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, as provided herein (including, if applicable, Article Fourteen) of the
principal of (and premium, if any) and (subject to Section 307) interest on,
such Security on the respective due dates expressed in such Security (or, in the
case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 509.   RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case,

                                       28

<PAGE>

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 510.   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
306, 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 511.   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 512.   CONTROL BY HOLDERS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series (with each series voting as a separate
class) shall have the right to direct the time, method and place of conducting
any proceeding pertaining to such series for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, relating to
or arising under clause (1), (2), (3) or (7) of Section 501, and the Holders of
not less than a majority in aggregate principal amount of all Outstanding
Securities 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 not relating to or arising under
clause (1), (2), (3) or (7) of Section 501, provided that, in each case:

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

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

                                       29

<PAGE>

SECTION 513.   WAIVER OF PAST DEFAULTS.

     Prior to the declaration of the acceleration of the maturity of the
Securities of any series as provided in Section 502, the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
such series, voting as a separate class, may, on behalf of the Holders of all
such Outstanding Securities of such series, waive any past default or Event of
Default described in clause (3) or (7) of Section 501, and the Holders of not
less than a majority in aggregate principal amount of all Outstanding Securities
hereunder (voting as a single class) may on behalf of the Holders of all
Outstanding Securities hereunder waive any past default or Event of Default
described in clause (4), (5) or (6) of Section 501 and its consequences, except
a default in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

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

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any past default hereunder.
If a record date is fixed, the Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, or to retract (prior to the requisite percentage for such
waiver to become effective having been obtained) any such waiver previously
given, whether or not such Holders remain Holders after such record date;
provided that, unless such waiver shall have become effective by virtue of such
requisite percentage have long been obtained prior to the date which is 90 days
after such record date, such waiver shall, automatically and without further
action by the Holder, be canceled and of no further force or effect.

SECTION 514.   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.

                                       30

<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.   NOTICE OF DEFAULTS.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit, in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, 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) 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 a Responsible Officer of the Trustee in good
faith determines 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 501(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 with respect to Securities of such
series.

SECTION 602.   CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of the Trust Indenture Act:

          (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 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;

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<PAGE>

          (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;

          (f)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other 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, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorneys;

          (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;

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

          (i)  the Trustee shall not be charged with knowledge of any default or
Event of Default with respect to the Securities unless either (1) a Responsible
Officer shall have actual knowledge of such default or Event of Default or (2)
written notice of such default or Event of Default shall have been given to the
Trustee by the Company or by any Holder of the Securities; and

          (j)  the permissive rights of the Trustee enumerated herein shall not
be construed as duties.

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

SECTION 603.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF 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 or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

                                       32

<PAGE>

SECTION 604.   MAY HOLD SECURITIES.

     The Trustee, any Authenticating Agent, 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
310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

SECTION 605.   MONEY HELD IN TRUST.

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

SECTION 606.   COMPENSATION AND REIMBURSEMENT.

     The Company agrees

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

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

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

          (4)  whenever the Trustee incurs expenses or renders services in
     connection with an Event of Default specified in clauses (5) and (6) of
     Section 501, the expenses (including the fees and expenses of its counsel)
     and the compensation for services are intended to constitute expenses of
     administration under any bankruptcy law.

     The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold

                                       33

<PAGE>

harmless the Trustee shall constitute additional indebtedness hereunder and
shall survive the satisfaction and discharge of this Indenture and the removal
or resignation of the Trustee.

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

SECTION 607.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be eligible to
act as Trustee under Section 310(a)(1) of the Trust Indenture Act and shall have
a combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of any Federal, State, Territorial or District of Columbia
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. 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 this Article.

SECTION 608.   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 609.

          (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. If the
instrument of acceptance by a successor Trustee required by Section 609 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 series.

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

          (d)  If at any time:

          (1)  the Trustee shall fail to comply with Section 310(b) of the Trust
     Indenture Act 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

                                       34

<PAGE>

          (2)  the Trustee shall cease to be eligible under Section 310(a) of
     the Trust Indenture Act 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 with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, 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.

          (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 particular series) and shall comply with the
applicable requirements of Section 609. 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
609, 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 609, 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.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

SECTION 609.   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

                                       35

<PAGE>

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

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
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 cotrustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

          (c)  Upon request of any such successor Trustee, the Company shall
execute any and all instruments necessary to more fully and certainly vest in
and confirm 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.

                                       36

<PAGE>

SECTION 610.   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 the office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 611.   APPOINTMENT OF AUTHENTICATING AGENT.

     At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

                                       37

<PAGE>

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

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

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

                                        JPMORGAN CHASE BANK,
                                        As Trustee

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

                                        By
                                           ------------------------------
                                        Authorized Officer"

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.   DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

     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
agent of either of them 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 Section 312 of the Trust Indenture Act, regardless of the source from which
such information was derived, and that the Trustee shall not be held

                                       38

<PAGE>

accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

SECTION 702.   REPORTS BY TRUSTEE.

     Within 60 days after May 15 of each year commencing with the first May 15
after the first issuance of securities pursuant to this Indenture, the Trustee
shall transmit to the Holders of Securities, in the manner provided in Section
313(c) of the Trust Indenture Act, a brief report dated as of May 15 of such
year if required by Section 313(a) of the Trust Indenture Act.

SECTION 703.   REPORTS BY COMPANY AND HOLDERS' LISTS.

     The Company shall:

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

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

          (3)  transmit to all Holders, in the manner and to the extent provided
     in Section 313(c) of the Trust Indenture Act, within 30 days after the
     filing thereof with the Trustee, such summaries of any information,
     documents and reports required to be filed by the Company pursuant to
     paragraphs (1) and (2) of this Section as may be required by rules and
     regulations prescribed from time to time by the Commission; and

          (4)  furnish or cause to be furnished to the Trustee (a) not more than
     15 days after each Regular Record Date as defined in Section 101, but in
     any event not less frequently than semi-annually, a list in such form as
     the Trustee may reasonably require, containing all the information in the
     possession or control of

                                       39

<PAGE>

     the Company or any of its Paying Agents other than the Trustee, as to the
     names and addresses of the Holders of Securities to which such Regular
     Record Date applies as of such Regular Record Date, and (b) at such other
     times as the Trustee may request in writing, within 30 days after 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,
     excluding from any such list names and addresses received by the Trustee in
     its capacity as Security Registrar. The Trustee shall preserve, in as
     current a form as is reasonably practicable, the names and addresses of
     Holders contained in the most recent list furnished to the Trustee as
     provided in this Section and the names and addresses of Holders received by
     the Trustee in its capacity as Securities Registrar. The Trustee may
     destroy any list furnished to it as provided in this Section upon receipt
     of a new list so furnished.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

          (1)  in case the Company shall consolidate with or merge into another
     corporation or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the corporation 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 be a corporation
     organized and existing under the laws of the United States of America, any
     state thereof or the District of Columbia and 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 of every covenant of this Indenture on the
     part of the Company to be performed or observed;

          (2)  immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company as a result of
     such transaction as having been incurred by the Company at the time of 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

          (3)  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
     with

                                       40

<PAGE>

     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 802.   SUCCESSOR CORPORATION SUBSTITUTED.

     Upon any consolidation by the Company with or merger by the Company into
any other corporation or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor corporation 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
corporation had been named as the Company herein, and thereafter, except in the
case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

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

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

          (3)  to add any additional Events of Default (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 being included solely for the
     benefit of such series); or

          (4)  to add to or to change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons; or

                                       41

<PAGE>

          (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 Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (6)  to secure the Securities pursuant to the requirements of Section
     1007; or

          (7)  to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

          (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 609(b); or

          (9)  to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any 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; or

          (10) to make any changes to this Indenture in order for this Indenture
     to conform to the final prospectus provided to investors in connection with
     the initial offering of the Securites by the Company.

SECTION 902.   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
supplemental 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
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to this 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, without the consent of the
Holder of each Outstanding Security affected thereby,

          (1)  change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or reduce the amount of the principal
     of an Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section 502
     or the amount thereof payable in bankruptcy pursuant to Section 504, or
     adversely affect any right of repayment at the option of any Holder of any
     Security, or the Currency in

                                       42

<PAGE>

     which any Security or any premium or interest thereon is payable, or impair
     the right to institute suit for the enforcement of any such payment on or
     after the Stated Maturity thereof (or, in the case of redemption, on or
     after the Redemption Date), or

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

          (3)  modify any of the provisions of this Section, Section 513 or
     Section 1010, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1010 or the
     deletion of this proviso, in accordance with the requirements of Sections
     609(b) and 901(8). 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.

     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.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture or to revoke (prior to the requisite
percentage for such consent to become effective having been obtained) any such
consent previously given, whether or not such Holders remain Holders after such
record date; provided, that unless such consent shall have become effective by
virtue of such requisite percentage having been obtained prior to the date which
is 90 days after such record date, such consent shall, automatically and without
further action by the Holder, be canceled and of no further force or effect.

SECTION 903.   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,
in addition to the documents required by Section 102, and

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<PAGE>

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 904.   EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905.   CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906.   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 TEN

                                    COVENANTS

SECTION 1001.  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 the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

     The Company will maintain or cause to be maintained 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 and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served, and the Company hereby initially
appoints the Corporate Trust Office of the Trustee as its agent to receive all
such presentations, surrenders, notices and demands. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the

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<PAGE>

Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all 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.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Currency other than Dollars or (ii) may be payable in a Currency other than
Dollars, or if so required under any other provision of the Indenture, then the
Company will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent.

SECTION 1003.  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 (and premium, if any) 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 in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of (and premium, if
any) or interest on any Securities of that series, deposit with a Paying Agent a
sum (in the Currency described in the preceding paragraph) sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled 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 (other than the Trustee) 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 (and
     premium, if any) or interest on Securities of that series in trust for the
     benefit of

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<PAGE>

     the Persons entitled thereto until such sums shall be paid to such Persons
     or otherwise disposed of as herein provided;

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

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

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

     Any money or U.S. Government Obligations deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest on any Security of any series and
remaining unclaimed for three years after such principal (and premium, if any)
or interest has become due and payable shall be paid to the Company on Company
Request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease, provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may (but shall not be obligated to) at the expense of the Company
cause to be published once, in a newspaper published in an official language of
the country of publication or the English language, customarily published on
each Business Day and of general circulation in each Place of Payment notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004.  CORPORATE EXISTENCE.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each Subsidiary and the rights (charter and statutory) and
franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right or franchise or to
retain any Subsidiary if the Company shall determine that the preservation or
retention thereof is no longer desirable in the conduct of the business of the
Company and its Subsidiaries considered as a whole and that the loss thereof is
not disadvantageous in any material respect to the Holders.

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<PAGE>

SECTION 1005.  MAINTENANCE OF PROPERTIES.

     The Company will cause all properties owned or leased by the Company or any
Subsidiary and used in the conduct of its business or the business of any
Subsidiary to be maintained and kept in such condition, repair and working order
and supplied with such equipment and will cause to be made such repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary or appropriate in the performance of
its business, provided, however, that nothing in this Section shall prevent the
Company from discontinuing the operation and maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Company or of the Subsidiary concerned, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

SECTION 1006.  PAYMENT OF TAXES AND OTHER CLAIMS.

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all material lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings or otherwise and the Company shall have set aside on its
books adequate reserves with respect thereto (if and to the extent required by
generally accepted accounting principles).

SECTION 1007.  LIMITATIONS ON LIENS.

     The Company will not, and will not permit any Subsidiary to, directly or
indirectly, create, issue, assume, incur or guarantee any indebtedness for
borrowed money which is secured by a Mortgage of any nature on any of the
present or future capital stock of any Restricted Subsidiary (or any
corporation, other than the Company, having direct or indirect control of any
Restricted Subsidiary) unless the Securities then Outstanding shall be secured
equally and ratably with or prior to such other secured debt so long as it is
outstanding.

SECTION 1008.  LIMITATIONS ON DISPOSITION OF STOCK OF RESTRICTED SUBSIDIARIES.

     The Company will not, and will not permit any Subsidiary to, sell, transfer
or otherwise dispose of any shares of capital stock of any Restricted Subsidiary
(or of any corporation having direct or indirect control of any Restricted
Subsidiary) except for, subject to Article Eight (i) a sale, transfer or other
disposition of any capital stock of any Restricted Subsidiary to a wholly-owned
Subsidiary of the Company; (ii) a sale, transfer or other disposition of the
entire capital stock of any Restricted Subsidiary for at least fair value (as
determined by the Board of Directors of the Company acting in good faith); or
(iii) a sale, transfer or other disposition of the capital stock of any
Restricted Subsidiary for at least fair value (as determined by the Board of
Directors of the Company acting in good faith) if, after giving effect thereto,
the Company and its

                                       47

<PAGE>

Subsidiaries would own more than 80% of the issued and outstanding voting Stock
of such Restricted Subsidiary.

SECTION 1009.  STATEMENT AS TO COMPLIANCE.

     The Company will deliver to the Trustee, by May 1 of each year, a
certificate from the principal executive officer, principal financial officer or
principal accounting officer of the Company, stating, as to each signer thereof,
that

          (1)  a review of the activities of the Company during such year and of
     performance under this Indenture has been made under his supervision, and

          (2)  to the best of his knowledge, based on such review, (a) the
     Company has fulfilled all its obligations under this Indenture throughout
     such year, or, if there has been a default in the fulfillment of any such
     obligation, specifying each such default known to him and the nature and
     status thereof, and (b) no event has occurred and is continuing which is,
     or after notice or lapse of time or both would become, an Event of Default,
     or, if such an event has occurred and is continuing, specifying each such
     event known to him and the nature and status thereof.

SECTION 1010.  WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1008, inclusive, with
respect to the Securities of all series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of all series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  APPLICABILITY OF ARTICLE.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution and Company Order. In case of any redemption at the election
of the Company of all

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<PAGE>

or less than all the Securities of any series, the Company shall, at least 15
days prior to the mailing of the notice of redemption (unless a shorter
notice shall be satisfactory to the Trustee) to each Holder of Securities,
notify the Trustee of the Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series with the same issue date,
interest rate and Stated Maturity are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

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

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any 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 1104.  NOTICE OF REDEMPTION.

     Unless otherwise specified in the Securities, notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than 15 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 case of partial redemption,
     the principal amounts) of the particular Securities to be redeemed,

          (4)  that on the Redemption Date the Redemption Price (together with
     accrued interest, if any, to the Redemption Date payable as provided in
     Section

                                       49

<PAGE>

     1106) 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.

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

SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.

     At or prior to 10:00 a.m., New York City time, on 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 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) 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 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series), 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 installments 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 Record Dates according to their
terms and the provisions of Section 307.

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

SECTION 1107.  SECURITIES REDEEMED IN PART.

     Any Security (including any Global 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

                                       50

<PAGE>

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;
provided, that if a Global Security is so surrendered, the new Global Security
shall be in a denomination equal to the unredeemed portion of the principal of
the Global Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  APPLICABILITY OF ARTICLE.

     Retirements of Securities of any series pursuant to any sinking fund shall
be made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

     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 mandatory sinking fund payment may be subject to reduction as
provided in Section 1202. 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 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     Subject to Section 1203, in lieu of making all or any part of any mandatory
sinking fund payment with respect to any Securities of a series in cash, the
Company may at its option (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/or (2) receive credit for the
principal amount of Securities of such series which have been previously
delivered to the Trustee by the Company or for Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any mandatory 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, however, that
such Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.

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<PAGE>

SECTION 1203.  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 in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof, if any,
which is to be satisfied by delivering or crediting Securities of that series
pursuant to Section 1202 (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, not later than one Business Day before the next succeeding sinking fund
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 1202 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 1103 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 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

     Prior to any sinking fund payment date, the Company shall pay to the
Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) in cash a sum equal to
any interest that will accrue to the date fixed for redemption of Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 1203.

     Notwithstanding the foregoing, with respect to a sinking fund for any
series of Securities, if at any time the amount of cash to be paid into such
sinking fund on the next succeeding sinking fund payment date, together with any
unused balance of any preceding sinking fund payment or payments for such
series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company, shall not give the next succeeding notice of the redemption of
Securities of such series through the operation of the sinking fund. Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the request of the Company, shall be applied at
any time or from time to time to the purchase of Securities of such series, by
public or private purchase, in the open market or otherwise, at a purchase price
for such Securities (excluding accrued interest and brokerage commissions, for
which the Trustee or any paying agent will be provided funds by the Company) not
in excess of the principal amount thereof.

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<PAGE>

                                ARTICLE THIRTEEN

                         REPAYMENT AT OPTION OF HOLDERS

SECTION 1301.  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 301 for
Securities of any series) in accordance with this Article.

SECTION 1302.  REPAYMENT OF SECURITIES.

     Securities of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the repayment date specified
in or pursuant to the terms of such Securities (the "Repayment Date"). The
Company covenants that not later than 10:00 a.m., New York City time, on 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 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) sufficient to pay the principal
(or if so provided by the terms of the Securities of any series, a percentage of
the principal) of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof, as
the case may be, to be repaid on such date.

SECTION 1303.  EXERCISE OF OPTION.

     Securities of any series subject to repayment at the option of the Holders
thereof will contain an "Option to Elect Repayment" form on the reverse of such
Securities. In order to exercise such option if so specified in the terms of any
Security, the Holder shall deliver, or cause to be delivered, such Security at
the place of payment therefor specified in the terms of such Security (or at
such other place or places which the Company shall from time to time notify the
Holders of such Securities) with the "Option to Elect Repayment" form duly
completed by the Holder (or by the Holder's attorney duly authorized in
writing), not earlier than 45 days nor later than 30 days prior to the Repayment
Date applicable to such Security. If less than the entire principal amount of
such Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof, may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security, exercise of the repayment option by the Holder
shall be irrevocable unless waived by the Company.

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SECTION 1304.  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 or pursuant to the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest. Upon surrender of any such
Security for repayment in accordance with such provisions, the principal amount
of such Security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to the Repayment Date; provided, however, that,
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

SECTION 1305.  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 FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401.  APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT DEFEASANCE
               OR COVENANT DEFEASANCE.

     If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of a series under Section 1402 or (b) covenant
defeasance of the Securities of a series under Section 1403, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article Fourteen, shall be applicable to the Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 1402
(if applicable) or Section 1403 (if applicable) be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Fourteen.

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SECTION 1402.  DEFEASANCE AND DISCHARGE.

     Upon the Company's exercise of the above option applicable to this Section
with respect to any Securities of a series, the Company shall be deemed to have
been discharged from its obligations with respect to the Outstanding Securities
of such series on and after the date the conditions precedent set forth below
are satisfied but subject to satisfaction of the conditions subsequent set forth
below (hereinafter, "defeasance"). For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company
and upon Company Request, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of Outstanding Securities of
such series to receive, solely from the trust fund described in Section 1404 and
as more fully set forth in such Section, payments of the principal of (and
premium, if any) and interest on such Securities when such payments are due, (B)
the Company's obligations with respect to such Securities under Sections 304,
305, 306, 1002 and 1003 and such obligations as shall be ancillary thereto, (C)
the rights, powers, trusts, duties, immunities and other provisions in respect
of the Trustee hereunder and (D) this Article Fourteen. Subject to compliance
with this Article Fourteen, the Company may exercise its option under this
Section 1402 notwithstanding the prior exercise of its option under Section 1403
with respect to the Securities of such series.

SECTION 1403.  COVENANT DEFEASANCE.

     Upon the Company's exercise of the option provided in Section 1401
applicable to this Section, the Company shall be released from its obligations
under Sections 1005, 1006, 1007 and 1008 with respect to the Outstanding
Securities of such series on and after the date the conditions precedent set
forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

SECTION 1404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

     The following shall be the conditions precedent or, as specifically noted
below, subsequent to application of either Section 1402 or Section 1403 to the
Outstanding Securities of such series:

          (1)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities, (A)
     money in an amount, or (B) U.S. Government Obligations which through the
     scheduled payment of principal and

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<PAGE>

     interest in respect thereof in accordance with their terms will provide,
     not later than one Business Day before the due date of any payment, money
     in an amount, or (C) a combination thereof, sufficient, in each case,
     without reinvestment, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge, and which shall be applied
     by the Trustee to pay and discharge, (i) the principal of (and premium, if
     any) and interest on the Outstanding Securities of such series to maturity
     or redemption, as the case may be, and (ii) any mandatory sinking fund
     payments or analogous payments applicable to the Outstanding Securities of
     such series on the due dates thereof. Before such a deposit the Company may
     make arrangements satisfactory to the Trustee for the redemption of
     Securities at a future date or dates in accordance with Article Eleven,
     which shall be given effect in applying the foregoing.

          (2)  No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to the Securities of
     such series shall have occurred and be continuing (A) on the date of such
     deposit or (B) insofar as subsections 501(5) and (6) are concerned, at any
     time during the period ending on the 123rd day after the date of such
     deposit or, if longer, ending on the day following the expiration of the
     longest preference period applicable to the Company in respect of such
     deposit (it being understood that the condition in this clause (B) is a
     condition subsequent and shall not be deemed satisfied until the expiration
     of such period).

          (3)  Such defeasance or covenant defeasance shall not (A) cause the
     Trustee for the Securities of such series to have a conflicting interest
     for purposes of the Trust Indenture Act with respect to any securities of
     the Company or (B) result in the trust arising from such deposit
     constituting, unless it is qualified as, a regulated investment company
     under the Investment Company Act of 1940, as amended.

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

          (5)  The Company has delivered to the Trustee an Opinion of Counsel,
     to the effect that, based on federal income tax laws then in effect, the
     Holders of the Securities will not recognize income, gain or loss on the
     Securities or the Securities of such series, as the case may be, for
     federal income tax purposes as a result of such defeasance or covenant
     defeasance and shall be subject to federal income tax in the same amounts
     and at the same times as would have been the case if such option had not
     been exercised.

          (6)  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 either the defeasance under Section 1402 or
     the covenant

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<PAGE>

     defeasance under Section 1403, as the case may be, have been complied with
     and an Opinion of Counsel to the effect that either (i) as a result of a
     deposit pursuant to paragraph (1) above and the related exercise of the
     Company's option under Section 1402 or Section 1403 (as the case may be),
     registration is not required under the Investment Company Act of 1940, as
     amended, by the Company, with respect to the trust funds representing such
     deposit, or by the trustee for such trust funds or (ii) all necessary
     registrations under said Act have been effected.

          (7)  Such defeasance or covenant defeasance shall be effected in
     compliance with any additional terms, conditions or limitations which may
     be imposed on the Company in connection therewith pursuant to Section 301.

          Notwithstanding the satisfaction and discharge of this Indenture, the
     obligations of the Company to the Trustee under Section 606 and, if money
     or U.S. Government Obligations shall have been deposited with the Trustee
     pursuant to this Section, the obligations of the Trustee under Section 1405
     and the last paragraph of Section 1003 shall survive.

SECTION 1405.  APPLICATION OF TRUST MONEY.

     Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Section
1401 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.

SECTION 1406.  REINSTATEMENT.

     Anything in this Article Fourteen to the contrary notwithstanding, if and
to the extent the deposited money or U.S. Government Obligations (or the
proceeds thereof) either (i) cannot be applied by the Trustee in accordance with
this Section because of a court order or (ii) are for any reason insufficient in
amount, then the Company's obligations to pay principal of (and premium, if any)
and interest on the Securities of such series shall be reinstated to the extent
necessary to cover the deficiency on any due date for payment. In any case
specified in clause (i), the Company's interest in the deposited money and U.S.
Government Obligations (and proceeds thereof) shall be reinstated to the extent
the Company's payment obligations are reinstated.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

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<PAGE>

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

                                               AMBAC FINANCIAL GROUP, INC.

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


                                               JPMORGAN CHASE BANK,
                                                as Trustee

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

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