<PAGE>
                                                                     EXHIBIT 4.2
--------------------------------------------------------------------------------





                           GATX FINANCIAL CORPORATION

                                       AND

                          JPMORGAN CHASE BANK, TRUSTEE

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

                             SUBORDINATED INDENTURE

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



                           DATED AS OF ________, 200_



                          SUBORDINATED DEBT SECURITIES





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

<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                            PAGE
<S>                                                                                         <C>
                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1     Definitions ..............................................................    1
Section 1.2     Compliance Certificates and Opinions .....................................    7
Section 1.3     Form of Documents Delivered to Trustee ...................................    8
Section 1.4     Acts of Holders ..........................................................    8
Section 1.5     Notices, Etc., to Trustee and Company ....................................    9
Section 1.6     Notice to Holders of Securities; Waiver ..................................   10
Section 1.7     Language of Notices, Etc .................................................   10
Section 1.8     Conflict with Trust Indenture Act ........................................   10
Section 1.9     Effect of Headings and Table of Contents .................................   10
Section 1.10    Successors and Assigns ...................................................   10
Section 1.11    Separability Clause ......................................................   11
Section 1.12    Benefits of Indenture ....................................................   11
Section 1.13    Governing Law ............................................................   11
Section 1.14    Legal Holidays ...........................................................   11


                                    ARTICLE 2
                                 SECURITY FORMS

Section 2.1     Forms Generally ..........................................................   11
Section 2.2     Form of Trustee's Certificate of Authentication ..........................   12
Section 2.3     Securities in Global Form ................................................   12


                                    ARTICLE 3
                                 THE SECURITIES

Section 3.1     Amount Unlimited; Issuable in Series .....................................   12
Section 3.2     Denominations ............................................................   14
Section 3.3     Execution, Authentication, Delivery and Dating ...........................   15
Section 3.4     Temporary Securities .....................................................   16
Section 3.5     Registration, Transfer and Exchange ......................................   17
Section 3.6     Mutilated, Destroyed, Lost and Stolen Securities .........................   19
Section 3.7     Payment of Interest; Interest Rights Preserved ...........................   20
Section 3.8     Persons Deemed Owners ....................................................   21
Section 3.9     Cancellation .............................................................   22
Section 3.10    Computation of Interest ..................................................   22


                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

Section 4.1     Satisfaction and Discharge of Indenture ..................................   22
Section 4.2     Application of Trust Money ...............................................   23
</Table>

                                       -i-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                            PAGE
<S>                                                                                         <C>
                                    ARTICLE 5
                                    REMEDIES

Section 5.1     Events of Default ........................................................   24
Section 5.2     Acceleration of Maturity; Rescission and Annulment .......................   25
Section 5.3     Collection of Indebtedness and Suits for Enforcement by Trustee ..........   26
Section 5.4     Trustee May File Proofs of Claim .........................................   27
Section 5.5     Trustee May Enforce Claims Without Possession of Securities ..............   28
Section 5.6     Application of Money Collected ...........................................   28
Section 5.7     Limitation on Suits ......................................................   28
Section 5.8     Unconditional Right of Holders to Receive Principal, Premium and
                Interest .................................................................   29
Section 5.9     Restoration of Rights and Remedies .......................................   29
Section 5.10    Rights and Remedies Cumulative ...........................................   29
Section 5.11    Delay or Omission Not Waiver .............................................   29
Section 5.12    Control by Holders of Securities .........................................   30
Section 5.13    Waiver of Past Defaults ..................................................   30
Section 5.14    Undertaking for Costs ....................................................   30


                                    ARTICLE 6
                                   THE TRUSTEE

Section 6.1     Certain Duties and Responsibilities ......................................   31
Section 6.2     Notice of Defaults .......................................................   32
Section 6.3     Certain Rights of Trustee ................................................   32
Section 6.4     Not Responsible for Recitals or Issuance of Securities ...................   33
Section 6.5     May Hold Securities ......................................................   33
Section 6.6     Money Held in Trust ......................................................   34
Section 6.7     Compensation and Reimbursement ...........................................   34
Section 6.8     Disqualifications; Conflicting Interests .................................   34
Section 6.9     Corporate Trustee Required; Eligibility ..................................   34
Section 6.10    Resignation and Removal; Appointment of Successor ........................   35
Section 6.11    Acceptance of Appointment by Successor ...................................   36
Section 6.12    Merger, Conversion, Consolidation or Succession to Business ..............   37
Section 6.13    Preferential Collection of Claims Against Company ........................   38
Section 6.14    Appointment of Authenticating Agent ......................................   41


                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1     Company To Furnish Trustee Names and Addresses of Holders ................   43
Section 7.2     Preservation of Information; Communications to Holders ...................   43
Section 7.3     Reports by Trustee .......................................................   44
Section 7.4     Reports by the Company ...................................................   46
</Table>


                                      -ii-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                            PAGE
<S>                                                                                         <C>
                                    ARTICLE 8
                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

Section 8.1     Consolidations and Mergers of Company and Sales, Leases and
                Conveyances Permitted Subject to Certain Conditions ......................   46
Section 8.2     Rights and Duties of Successor Corporation ...............................   47
Section 8.3     Officers' Certificate and Opinion of Counsel .............................   47


                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURE

Section 9.1     Supplemental Indentures without Consent of Holders .......................   47
Section 9.2     Supplemental Indentures with Consent of Holders ..........................   49
Section 9.3     Execution of Supplemental Indentures .....................................   50
Section 9.4     Effect of Supplemental Indentures ........................................   50
Section 9.5     Conformity with Trust Indenture Act ......................................   50
Section 9.6     Reference in Securities to Supplemental Indentures .......................   50


                                   ARTICLE 10
                                    COVENANTS

Section 10.1     Payment of Principal, Premium, if any, and Interest .....................   50
Section 10.2     Maintenance of Office or Agency .........................................   50
Section 10.3     Money for Securities Payments To Be Held in Trust .......................   51
Section 10.4     Additional Amounts ......................................................   52
Section 10.5     Statement as to Compliance; Notice of Certain Defaults ..................   53
Section 10.6     Waiver of Certain Covenants .............................................   53


                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

Section 11.1     Applicability of Article ................................................   54
Section 11.2     Election to Redeem; Notice to Trustee ...................................   54
Section 11.3     Selection by Trustee of Securities To Be Redeemed .......................   54
Section 11.4     Notice of Redemption ....................................................   55
Section 11.5     Deposit of Redemption Price .............................................   56
Section 11.6     Securities Payable on Redemption Date ...................................   56
Section 11.7     Securities Redeemed in Part .............................................   56


                                   ARTICLE 12
                                  SINKING FUNDS

Section 12.1     Applicability of Article ................................................   57
Section 12.2     Satisfaction of Sinking Fund Payments with Securities ...................   57
Section 12.3     Redemption of Securities for Sinking Fund ...............................   58
</Table>


                                      -iii-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                            PAGE
<S>                                                                                         <C>
                                   ARTICLE 13
                                  SUBORDINATION

</Table>


                                      -iv-


<PAGE>


                         Reconciliation and tie between
                           Trust Indenture Act of 1939
                                  and Indenture

<Table>
<Caption>
Trust Indenture Act Section .............................................................. Indenture Section
---------------------------                                                                -----------------
<S>                                                                                      <C>
Section 310 (a)(1) ..................................................................................... 6.9
(a)(2) ................................................................................................. 6.9
(a)(3) ...................................................................................... Not Applicable
(a)(4) ...................................................................................... Not Applicable
(b) .............................................................................................. 6.8, 6.10
Section 311 (a) ............................................................................... 6.13(a), (c)
(b) ........................................................................................... 6.13(b), (c)
(b)(2) .................................................................................. 7.3(a)(ii), 7.3(b)
Section 312 (a) ................................................................................ 7.1, 7.2(a)
(b) ................................................................................................. 7.2(b)
(c) ................................................................................................. 7.2(c)
Section 313 (a) ..................................................................................... 7.3(a)
(b)(1) ...................................................................................... Not Applicable
(b)(2) .............................................................................................. 7.3(b)
(c) ................................................................................................. 7.3(c)
(d) ................................................................................................. 7.3(d)
Section 314 (a) ........................................................................................ 7.4
(b) ......................................................................................... Not Applicable
(c)(1) ................................................................................................. 1.2
(c)(2) ................................................................................................. 1.2
(c)(3) ...................................................................................... Not Applicable
(d) ......................................................................................... Not Applicable
(e) .................................................................................................... 1.2
Section 315 (a) ..................................................................................... 6.1(a)
(b) ......................................................................................... 6.2, 7.3(a)(6)
(c) ................................................................................................. 6.1(b)
(d) ................................................................................................. 6.1(c)
(d)(1) ................................................................................... 6.1(a)(i), (c)(i)
(d)(2) .......................................................................................... 6.1(c)(ii)
(d)(3) ......................................................................................... 6.1(c)(iii)
(e) ................................................................................................... 5.14
Section 316 (a) ........................................................................................ 1.1
(a)(1)(A) ........................................................................................ 5.2, 5.12
(a)(1)(B) ............................................................................................. 5.13
(a)(2) ...................................................................................... Not Applicable
(b) .................................................................................................... 5.8
Section 317 (a)(1) ..................................................................................... 5.3
(a)(2) ................................................................................................. 5.4
(b) ................................................................................................... 10.3
Section 318 (a) ........................................................................................ 1.8
</Table>


-----------

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


<PAGE>


                  SUBORDINATED INDENTURE, dated as of ______, 200_ between GATX
Financial Corporation, a Delaware corporation (hereinafter called the
"Company"), having its principal office at 500 West Monroe Street, Chicago,
Illinois 60661, and JPMorgan Chase Bank, a state banking corporation
(hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
and subordinated debentures, notes or other evidences of indebtedness, unlimited
as to principal amount, to bear such rates of interest, to mature at such time
or times, to be issued in one or more series and to have such other provisions
as shall be fixed as hereinafter provided.

                  The Company has duly authorized the execution and delivery of
this Indenture and all things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

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

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section 1.1 Definitions.

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

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

                  (b) 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;

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

                  (d) 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.


<PAGE>

                  "Act" when used with respect to any Holders has the meaning
specified in Section 1.4.

                  "Additional Amounts" means any additional amounts which are
required by a Security or by or pursuant to a Board Resolution, under
circumstances specified therein, to be paid by the Company in respect of certain
taxes imposed on certain Holders and which are owing to such Holders.

                  "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 the meanings correlative to
the foregoing.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "Authorized Newspaper" means a newspaper, in an official
language of the country of publication or in the English language, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

                  "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee thereof.

                  "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 may otherwise be provided in the
form of Securities of any particular series pursuant to the provisions of this
Indenture, with respect to any Place of Payment means each Monday, Tuesday,
Wednesday, Thursday and Friday which is neither a legal holiday nor a day on
which banking institutions or trust companies in that Place of Payment are
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.


                                       2
<PAGE>

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

                  "Corporate Trust Office" means the principal office or agency
of the Trustee, at which at any particular time its corporate trust business
relating to this Indenture shall be administered, which office at the date of
original execution of this Indenture is located at 560 Mission Street, 13th
Floor, San Francisco, California 94105, except that, with respect to
presentation of Securities for payment or registration of transfers and
exchanges and the location of the registrar, such term means the office or
agency of the Trustee at which at any particular time its corporate agency
business shall be conducted, which at the date of original execution of this
Indenture is located at 4 New York Plaza, 1st Floor, New York, New York 10004.

                  "corporation" includes corporations, associations,
partnerships, limited liability companies and business trusts.

                  "Defaulted Interest" has the meaning specified in Section 3.7.

                  "Depositary" means with respect to the Securities of any
series issuable or issued in whole or in part in global form, the Person
designated as Depositary by the Company pursuant to Section 3.1(c) until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, 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.

                  "Dollars" or "$" or any similar reference shall mean currency
of the United States which at the time shall be legal tender for the payment of
public and private debts.

                  "Event of Default" has the meaning specified in Section 5.1

                  "Holder" when used with respect to any Security means the
Person in whose name the 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.

                  "Interest" when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity means
interest payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 10.4,
includes such Additional Amounts.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the applicable Securities.


                                       3
<PAGE>

                  "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, notice of redemption or otherwise.

                   "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President, any Vice President or the Treasurer, and
by the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 1.2

                  "Opinion of Counsel" means a written opinion of counsel, who
may (except as otherwise expressly provided in this Indenture) be an employee of
or counsel for the Company, or other counsel who shall be reasonably acceptable
to the Trustee. Each such opinion shall include the statements provided for in
Section 1.2.

                  "Original Issue Discount Security" means a Security issued
pursuant to this Indenture which provides for declaration of an amount less than
the principal thereof to be due and payable upon acceleration pursuant to
Section 5.2.

                  "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 whose payment or redemption money
                  in the necessary amount has been theretofore deposited with
                  the Trustee or any Paying Agent (other than the Company) in
                  trust or set aside and segregated in trust by the Company (if
                  the Company shall act as its own Paying Agent) for the Holders
                  of such Securities 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 3.6 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 bona
                  fide purchaser 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 Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be outstanding for such purposes shall
be equal to the amount of the principal thereof that could be declared to be due
and payable pursuant to the terms of such Original Issue Discount Security at
the time the taking of such action by the Holders of such requisite principal
amount is evidenced to the Trustee as provided in Section 1.4(a), and, provided
further, that Securities owned beneficially by the


                                       4
<PAGE>


Company or any other obligor upon the Securities or any Affiliate (other than
officers or directors of the Company) of the Company or 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 pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor. In the case of a dispute as to such right,
the advice of counsel shall be full protection in respect of any decision made
by the Trustee in accordance with such advice. Upon request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers' Certificate listing
and identifying all securities known by the Company to be owned or held by or
for the account of any of the above-described persons; and, subject to the terms
of this Indenture, the Trustee shall be entitled to accept such Officer's
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are outstanding for the purpose of
any such determination.

                  "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, 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, subject to the provisions of Section
10.2, the principal of (and premium, if any) and interest on the Securities of
that series are payable as specified as provided pursuant to Section 3.1.

                  "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 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed, mutilated or stolen Security.

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

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

                  "Registered Security" means any Security established pursuant
to Section 2.1 which is registered in the Security Register.

                  "Regular Record Date" for the interest payable on a Security
on any Interest Payment Date means the date, if any, specified in such Security
as the "Regular Record Date."


                                       5
<PAGE>

                  "Responsible Officer" when used with respect to the Trustee
means the president, any vice president (whether or not designated by a number
or a word or words added before or after the title "vice president"), the
secretary, any assistant secretary, the treasurer, any assistant treasurer, any
senior trust officer or trust officer, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

                  "Security" or "Securities" means any Security or Securities,
as the case may be, authenticated and delivered under this Indenture.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.5.

                  "Special Record Date" for the payment of any Defaulted
Interest on the Securities of any series means a dated fixed by the Trustee
pursuant to Section 3.7.

                  "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 any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly more than 50% of the shares of Voting Stock.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean each Person
who is then a Trustee hereunder, and if at any time there is more than one such
Person, "Trustee" shall mean each such Person and as used with respect to the
Securities of any series shall mean the Trustee with respect to the 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; provided,
however, that in the event the Trust Indenture Act of 1939 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.

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

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


                                       6
<PAGE>

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

                  "Voting Stock" means stock of the class or classes having
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of a corporation provided that,
for the purposes hereof, stock which carries only the right to vote
conditionally on the happening of an event shall not be considered voting stock
whether or not such event shall have happened.

                  Section 1.2 Compliance Certificates and Opinions.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

                  (b) 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;

                  (c) 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 condition or covenant has
been complied with; and

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


                                       7
<PAGE>


                  Section 1.3 Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer 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, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

                  Any certificate, statement or opinion of an officer of the
Company or of counsel may be based insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by a firm of accountants or
an accountant in the employ of the Company, unless such officer or counsel, as
the case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

                  Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

                  Section 1.4 Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders 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. 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, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favor of the Trustee and the Company and any agent of
the Trustee or the Company, if made in the manner provided in this Section.


                                       8
<PAGE>

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the
Trustee may determine; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

                  (c) The ownership of Securities and the principal amount and
serial numbers of Securities held by any Person, and the date of holding the
same, shall be proved by the Security Register.

                  (d) If the Company shall solicit from the Holders of any
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, by Board Resolution, fix in
advance a record date for the determination of Holders of Securities entitled to
give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of Securities of record at the close of business on such record date
shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other action by 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 or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.

                  Section 1.5 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,

                  (a) 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:
Corporate Trust Administration Division, or

                  (b) 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 the attention of its Treasurer 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.


                                       9
<PAGE>


                  Section 1.6 Notice to Holders of Securities; Waiver.

                  Except as otherwise expressly provided herein or in the form
of Securities of any particular series pursuant to the provisions of this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event, such notice shall be sufficiently given to Holders of Securities if
in writing and mailed, first-class postage prepaid, to each Holder of a Security
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 of Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security shall affect the sufficiency of
such notice with respect to other Holders of Securities. In the 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.

                  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 of Securities 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.

                  Section 1.7 Language of Notices, Etc.

                  Any request, demand, authorization, direction, notice,
consent, election or waiver required or permitted under this Indenture shall be
in the English language, except that, if the Company so elects, any published
notice may be in an official language of the country of publication.

                  Section 1.8 Conflict with Trust Indenture Act.

                  If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provisions shall
control.

                  Section 1.9 Effect of Headings and Table of Contents.

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

                  Section 1.10 Successors and Assigns.

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


                                       10
<PAGE>


                  Section 1.11 Separability Clause.

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

                  Section 1.12 Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent, any Authenticating Agent and their successors
hereunder and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

                  Section 1.13 Governing Law.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

                  Section 1.14 Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or the
Securities other than a provision in the Securities which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
any Additional Amounts 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, and
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

                                   ARTICLE 2

                                 SECURITY FORMS

                  Section 2.1 Forms Generally.

                  The Securities, if any, of each series and Securities in
global form, if any, shall be in the form established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, shall have
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may, consistently herewith, be determined by
the officers of the Company executing such Securities, as evidenced by their
execution of such Securities. If the forms of the Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of

                                       11
<PAGE>


the Company Order contemplated by Section 3.3 for the authentication and
delivery of such Securities.

                  Unless otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, the Securities of each series shall be
issuable in registered form without coupons.

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

                  Section 2.2 Form of Trustee's Certificate of Authentication.

                  The Trustee's Certificate of Authentication shall be in
substantially 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
                                                    ----------------------------
                                                    Authorized Signatory

                  Section 2.3 Securities in Global Form.

                  If Securities of a series are issuable in whole or in part in
global form, any such Security may provide that it shall represent the aggregate
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 or increased to reflect
the issuance of additional Securities. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, 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
delivered to the Trustee pursuant to Section 3.3.

                                   ARTICLE 3

                                 THE SECURITIES

                  Section 3.1 Amount Unlimited; Issuable in Series.

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


                                       12
<PAGE>

                  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:

                  (a) the title of the Securities and the series in which such
Securities shall be included;

                  (b) the limit, if any, upon the aggregate principal amount of
the Securities of such title and the Securities of such 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 3.4, 3.5,
3.6, 9.6 or 11.7);

                  (c) whether Securities of the series may be issued in whole or
in part in global form and, if so, the identity of the Depositary for such
Securities in global form, and the terms and conditions, if any, upon which
interests in such Securities in global form may be exchanged, in whole or in
part, for the individual Securities represented thereby;

                  (d) the date or dates on which the principal of such
Securities is payable;

                  (e) the rate or rates at which such Securities shall bear
interest, if any, or method by which such rate or rates are determined, 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 Registered Securities on any Interest Payment Date, whether
and under what circumstances Additional Amounts on such securities shall be
payable in respect of specified taxes, assessments or other governmental charges
withheld or deducted and, if so, whether the Company has the option to redeem
the affected Securities rather than pay such Additional Amounts, and the basis
upon which interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;

                  (f) the place or places, if any, in addition to or other than
the Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and interest on or Additional Amounts, if any, payable in
respect of such Securities shall be payable, where such Securities may be
surrendered for registration of transfer, where such Securities may be
surrendered for exchange and where notice and demands to or upon the Company, in
respect of such Securities and this Indenture, may be served and where notices
to Holders pursuant to Section 1.6 will be published;

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

                  (h) the obligation, if any, of the Company to redeem such
Securities pursuant to any sinking fund and the period or periods within which,
the price or prices at which and the terms and conditions upon which such
Securities shall be redeemed in whole or in part, pursuant to such obligation;


                                       13
<PAGE>


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

                  (j) if other than the principal amount thereof, the portion of
the principal amount of such Securities which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 5.2;

                  (k) if the amount of payments of principal of (and premium, if
any) or interest, if any, on, and Additional Amounts in respect of such
Securities may be determined with reference to an index, formula or other method
other than that in which the Securities are stated to be payable, the manner in
which such amounts shall be determined;

                  (l) if the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, then the form and terms of such
certificates, documents or conditions;

                  (m) whether, and under what conditions, Additional Amounts
will be payable to Holders of Securities of such series pursuant to Section
10.4;

                  (n) any Events of Default with respect to Securities of such
series, if not otherwise set forth herein;

                  (o) the terms of subordination applicable to any series of
Securities; and

                  (p) any other terms of such Securities (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 the rate or rates of interest, if any,
redemption dates and sinking fund dates, if any, and Stated Maturity, the date
from which interest, if any, shall accrue, the amount that shall be payable upon
the declaration of acceleration 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. All Securities of any one series need
not be issued at the same time and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

                  If any of the terms of the Securities of any series were
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 Officers' Certificate setting forth the terms of such
series.

                  Section 3.2 Denominations.

                  Unless other denominations and amounts may from time to time
be fixed by or pursuant to a Board Resolution, the Registered Securities of each
series, if any, shall be issuable in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.


                                       14
<PAGE>


                  Section 3.3 Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, President, any Vice President or its Treasurer under
its corporate seal reproduced thereon and attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile. The seal of the Company may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. Typographical and other minor errors or
defects in any such reproduction of the seal or any such signature shall not
affect the validity or enforceability of any Security that has been duly
authenticated and delivered by the Trustee.

                  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 the
Board Resolution and Officers' Certificate or supplemental indenture with
respect to such Securities referred to in Section 3.1 and a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order and subject to the provisions hereof shall
authenticate and deliver such Securities. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating,

                  (a) that the form and terms of such Securities have been
established in conformity with the provision of this Indenture;

                  (b) that all conditions precedent set forth in this Indenture
to the authentication and delivery of such Securities have been complied with
and 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 against the Company in accordance with their terms,
subject to bankruptcy, insolvency, moratorium, reorganization and other laws of
general applicability relating to or affecting the enforcement of creditors'
rights and to general equity principles; and

                  (c) as to such other matters as the Trustee may reasonably
request;

provided, however, that if all the Securities of any series are not to be issued
at one time, it shall not be necessary to deliver an Opinion of Counsel at the
time of issuance of each Security, but such Opinion of Counsel, with appropriate
modifications, may instead be delivered at or prior to the time of the first
issuance of Securities of such series.

                  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

                                       15
<PAGE>


reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken.

                  If the Company shall establish pursuant to Section 3.1 that
Securities of a series may be issued in whole or in part in global form, 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 Securities in global from that (i) shall represent and shall be
denominated in an authorized aggregate amount equal to the aggregate principal
amount of the Outstanding Securities of such series and tenor to be represented
by one or more Securities in global form, (ii) shall be registered, in the name
of the Depositary for such Security or Securities in global form or the nominee
of such Depositary, (iii) shall be delivered 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
Notes in certificated form, this Note 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. Unless this certificate is presented by an authorized
representative of the Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of CEDE & CO. or
such other name as requested by an authorized representative of the Depository
Trust Company and any payment is made to CEDE & CO., any transfer, pledge or
other use hereof for value or otherwise by or to any person is wrongful since
the registered owner hereof, CEDE & CO., has an interest herein." Each
Depositary designated pursuant to Section 3.1 for a Security in global form
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 and any other applicable statute or regulation.

                  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 in Section 2.2 or 6.14 executed by or on behalf of the Trustee by the manual
signature of one of its authorized signatories, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

                  Section 3.4 Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company may execute and deliver to the Trustee, and upon Company
Order the Trustee shall authenticate and deliver, in the manner provided in
Section 3.3, temporary Securities of such series 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, in registered form without coupons and with such
appropriate insertions, omissions, substitutions and other variations as the
officers of the Company executing such Securities may determine, as evidenced by
their execution of such Securities. In the case of Securities of any

                                       16
<PAGE>


series, such temporary Securities may be in global form, representing all of the
Outstanding Securities of such series and tenor.

                  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 that series to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities of such series
shall be exchangeable upon request for definitive Securities of such series
containing identical terms and provisions upon surrender of the temporary
Securities of such series at an office or agency of the Company maintained for
such purpose pursuant to Section 10.2, 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
authorized denominations of the same series containing identical terms and
provisions. Unless otherwise specified as contemplated by Section 3.1 with
respect to a temporary Security in global form, 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 3.5 Registration, Transfer and Exchange.

                  With respect to the Securities of each series, if any, the
Company shall cause to be kept, at an office or agency of the Company maintained
pursuant to Section 10.2, 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 the Securities of
each series and of transfers of the Securities of each series. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers and exchanges of Securities as herein provided; provided that the
Company may, from time to time, designate (or change any designation of) any
other Person or Persons to act as Security Registrar or co-Security Registrars
with respect to the Securities of one or more series, with notice to the Trustee
and as provided in Section 1.6 to the Holders. At all reasonable times the
Security Register shall be open for inspection by the Company. In the event that
the Trustee shall not be the Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.

                  Upon surrender for registration of transfer of any Security of
any series at any office or agency of the Company maintained for that series
pursuant to Section 10.2, the Company shall execute, and the Trustee, at the
direction of the Company, shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series of an authorized denomination, of a like aggregate principal amount
bearing a number not contemporaneously outstanding and containing identical
terms and provisions.

                  Notwithstanding any other provision of this Section, unless
and until it is exchanged in whole or in part for the individual Securities
represented thereby, in definitive form, a Security in global form representing
all or a portion of the Securities of a series may not be transferred except as
a whole by the Depositary for such series to a nominee of such Depositary or by
a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.


                                       17
<PAGE>

                  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any such office or
agency of the Company maintained for that series pursuant to Section 10.2.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee, at the direction of the Company, shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to
receive.

                  If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 3.3, the
Company, by Company Order, shall appoint a successor Depositary with respect to
the Securities of such series. If a successor Depositary for the Securities of
such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 3.1(c) shall no longer be effective with respect to
the Securities of such series and the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series in definitive form in an aggregate principal amount and of like
terms and tenor equal to the principal amount of the Security or Securities in
global form representing such series in exchange for such Security or Securities
in global form.

                  The Company may at any time and in its sole discretion
determine that individual Securities of any series issued in global form shall
no longer be represented by such Security or Securities in global form. In such
event the Company will execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of individual definitive Securities of such
series and of the same terms and tenor, will authenticate and deliver individual
Securities of such series in definitive form in authorized denominations and in
an aggregate principal amount equal to the principal amount of the Security or
Securities in global form representing such series in exchange for such Security
or Securities in global form.

                  If specified by the Company pursuant to Section 3.1 with
respect to a series of Securities, the Depositary for such series of Securities
may surrender a Security in global form for such series of Securities in
exchange in whole or in part for individual Securities of such series in
definitive form and of like terms and tenor on such terms as are acceptable to
the Company, the Trustee and such Depositary. Thereupon, the Company shall
execute, and the Trustee upon receipt of a Company Order for the authentication
and delivery of individual definitive Securities of such series, shall
authenticate and deliver, without service charge:

                  (a) to the Depositary or to each Person specified by such
Depositary a new individual Security or Securities of the same series and of the
same tenor, of authorized denominations, in aggregate principal amount equal to
and in exchange for such Person's beneficial interest in the Security in global
form; and

                  (b) to such Depositary a new Security in global form in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Security in global form and the aggregate principal amount of
the individual Securities delivered to Holders thereof.


                                       18
<PAGE>

                  In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee pursuant to a Company Order
will authenticate and deliver individual Securities in definitive registered
form in authorized denominations.

                  Upon the exchange of a Security in global form for Securities
in definitive form, at the direction of the Company, such Security in global
form shall be cancelled by the Trustee. Securities issued in exchange for a
Security in global form pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary for such Security
in global form, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing. The Trustee
shall deliver such Securities to the persons in whose names such Securities are
so registered or to the Depositary.

                  Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee, at the direction of the Company, shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange any Securities of any series during a period beginning
at the opening of business 15 days before the day of the selection for
redemption of Securities of that series under Section 11.3 and ending at the
close of business on the day of such selection, or (ii) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except in the case of any Security to be redeemed in part, the portion thereof
not to be redeemed.

                  Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee, at the direction of the Company, shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding.


                                       19
<PAGE>

                  If there be delivered to the Company and to 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
bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding.

                  In case any 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 may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

                  Section 3.7 Payment of Interest; Interest Rights Preserved.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall, if so provided in
such Security, be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered as of the close of business on the Regular
Record Date for such interest.

                  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
for such Security (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 (a) or (b) below:

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

                                       20
<PAGE>


Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first class postage prepaid,
to each Holder of such Securities at his address as it appears in the Security
Register not less than 10 days prior to such Special Record Date. The Trustee
may, in its discretion, in the name and at the expense of the Company, cause a
similar notice to be published at least once in a newspaper, customarily
published in the English language on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names such Securities
(or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (b).

                  (b) The Company may make payment of any Defaulted Interest 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 payment shall be deemed
practicable by the Trustee.

                  Interest on Securities of any series that bear interest may be
paid by mailing a check to the address of the person entitled thereto as such
address shall appear in the Security Register.

                  Subject to the foregoing provisions of this Section and
Section 3.5, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

                  Section 3.8 Persons Deemed Owners.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any), and (subject to Sections 3.5 and 3.7) interest on and Additional
Amounts with respect to, 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.

                  None of the Company, the Trustee, any Authenticating Agent,
any Paying Agent, the Security Registrar or any co-Security Registrar will have
any responsibility or liability for

                                       21
<PAGE>


any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Security in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests and
each of them may act or refrain from acting without liability on any information
relating to such records provided by the Depositary.

                  Section 3.9 Cancellation.

                  All Securities surrendered for payment, redemption, repayment,
registration of transfer or exchange or for credit against any sinking fund
payment, if surrendered to any Person other than the Trustee, shall be delivered
to the Trustee, and any such Securities and Securities surrendered directly to
the Trustee for any such purpose 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 at the direction of the Company. 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 destroyed by it unless by a
Company Order the Company directs their return to it.

                  Section 3.10 Computation of Interest.

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

                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

                  Section 4.1 Satisfaction and Discharge of Indenture.

                  Upon the direction of the Company by a Company Order, this
Indenture shall cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities herein expressly provided
for, rights, obligations, duties and immunities of the Trustee set forth in the
last paragraph of this Section and any right to receive Additional Amounts, as
provided in Section 10.4), and the Trustee, pursuant to a Company Order and at
the expense of the Company, shall execute proper instructions acknowledging
satisfaction and discharge of this Indenture, when

                  (a) either

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


                                       22
<PAGE>

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

                                    (1) have become due and payable, or

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

                                    (3) if redeemable at the option of the
                  Company, 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 (1), (2) or (3) above, has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the
purpose an amount sufficient to pay and discharge, or U.S. Government
Obligations, maturing as to principal and paying interest in such amounts and at
such times as will insure 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, and any Additional Amounts with respect thereto, 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;

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

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

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

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

                  Section 4.2 Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held
in trust and applied by it, in accordance with the provisions of the Securities,
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any)


                                       23
<PAGE>


and any interest and Additional Amounts for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

                                   ARTICLE 5

                                    REMEDIES

                  Section 5.1 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 pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or
governmental body):

                  (a) default in the payment of any interest on or any
Additional Amounts payable in respect of any of the Securities of such series as
and when such interest or Additional Amounts becomes due and payable, and
continuance of such default for a period of 30 days; or

                  (b) default in the payment of all or any part of the principal
of (and premium, if any, on) any of the Securities of such series as and when
the same becomes due and payable at Maturity, or default in the deposit of any
sinking fund payment, when and as due by the terms of any of the Securities of
such series; or

                  (c) default in the performance, or breach, of any covenant or
agreement of the Company in the Securities of such series or this Indenture
(other than a covenant or agreement a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with), and continuance of
such default or breach for a period of 90 days after there has been given, by
registered or certified mail, return receipt requested, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities to which covenant or agreement
relates 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

                  (d) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Company
or for any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and such decree or order shall remain unstayed and
in effect for a period of 90 consecutive days; or

                  (e) the Company shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian, sequestrator or other similar official of it or
any substantial part of its property, or shall consent to any such relief or to
the

                                       24
<PAGE>


appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing; or

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

                  Section 5.2 Acceleration of Maturity; Rescission and
Annulment.

                  If an Event of Default described in clause (a), (b) or (c)
above (if the Event of Default under clause (c) above is with respect to less
than all series of Securities then outstanding) occurs and is continuing, then,
and in each and every case, unless the principal of all of the Securities of
such series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series (each such series voting as a separate class in the
case of an Event of Default under clause (a) or (b) and all such series voting
as one class in the case of an Event of Default under clause (c)), by notice in
writing to the Company (and to the Trustee if given by such Holders), may
declare the entire principal of all Securities of such series, or such lesser
amount as may be provided for in the Securities of that series, and the interest
accrued thereon to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable.

                  If an Event of Default described in clause (c) above with
respect to all series of Outstanding Securities, or any Event of Default
described in clause (d) or (e) above occurs and is continuing, then, and in each
and every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of all the Outstanding Securities
(treated as one class), by notice in writing to the Company (and to the Trustee
if given by such Holders), may declare the entire principal of all the
Outstanding Securities, or such lesser amount as may be provided for in the
Securities, and interest accrued thereon to be due and payable immediately, and
upon any such declaration the same shall become immediately due and payable.

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

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


                                       25
<PAGE>


                           (i) all overdue installments of interest on and any
         Additional Amounts payable in respect of all Securities of that series
         (or upon all the Securities, as the case may be),

                           (ii) the principal of (and premium, if any, on) any
         Securities of that series (or upon all the Securities, as the case may
         be) which have become due otherwise than by such declaration of
         acceleration and interest thereon at the rate or rates borne by or
         provided for in such Securities,

                           (iii) to the extent that payment of such interest is
         lawful, interest upon overdue installments of interest and Additional
         Amounts at the rate or rates borne by or provided for in such
         Securities, and

                           (iv) 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

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

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

                  Section 5.3 Collection of Indebtedness and Suits for
Enforcement by Trustee.

                  The Company covenants that if

                  (a) default is made in the payment of any installment of
interest on or any Additional Amounts payable in respect of any Security when
such interest or Additional Amounts shall have become due and payable and such
default continues for a period of 30 days, or

                  (b) default is made in the payment of the principal of (or
premium, if any, on) any Security at its Maturity,

the Company will, upon demand of the Trustee, pay to it, 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 Additional
Amounts, if any, with interest upon the overdue principal (and premium, if any)
and, to the extent that payment of such interest shall be legally enforceable,
upon overdue installments of interest or any Additional Amounts, at the rate or
rates borne by or provided for 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 the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or

                                       26
<PAGE>


final decree, and may enforce the same against the Company or any other obligor
upon such Securities and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated.

                  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 of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

                  Section 5.4 Trustee May File Proofs of Claim.

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

                  (a) to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Securities of that series, of
principal (and premium, if any) and interest and any Additional Amounts 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 or counsel) and of the
Holders allowed in such judicial proceeding, and

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

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of
Securities 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 of
Securities, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 6.7.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security 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 of a Security in any
such proceeding.


                                       27
<PAGE>


                  Section 5.5 Trustee May Enforce Claims Without Possession of
Securities.

                  All rights of action and claims under this Indenture or any of
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 or
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

                  Section 5.6 Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(and premium, if any), interest or any Additional Amounts, upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

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

                  Second: To the payment of the amounts then due and unpaid upon
the Securities for principal (and premium, if any) and interest and any
Additional Amounts payable 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 aggregate amounts due and payable on such Securities for
principal (and premium, if any), interest and Additional Amounts, respectively;
and

                  Third: The balance, if any, to the Person or Persons entitled
thereto.

                  Section 5.7 Limitation on Suits.

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

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

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

                  (c) 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;

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


                                       28
<PAGE>

                  (e) 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;

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

                  Section 5.8 Unconditional Right of Holders to Receive
Principal, Premium and Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.5 and 3.7) interest on and any Additional Amounts in
respect of such Security on the respective Stated Maturity or Maturities
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
right shall not be impaired without the consent of such Holder.

                  Section 5.9 Restoration of Rights and Remedies.

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

                  Section 5.10 Rights and Remedies Cumulative.

                  Except as provided in Section 5.7 and except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.6, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  Section 5.11 Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security 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



                                       29
<PAGE>


remedy given by this Article or by law to the Trustee or to the Holders of
Securities may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities.

                  Section 5.12 Control by Holders of Securities.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Securities of such series, provided that

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

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

                  (c) such direction is not unduly prejudicial to the rights of
other Holders of Securities of such series.

                  Section 5.13 Waiver of Past Defaults.

                  Prior to a declaration of acceleration of the Maturity of the
Securities of any series as provided in Section 5.2, the Holders of not less
than a majority in principal amount of Outstanding Securities of any series
(each series voting as a separate class) may on behalf of the Holders of all the
Securities of such series waive any past default or Event of Default described
in clause (c) of Section 5.1 which relates to less than all of the series of
Outstanding Securities, or the Holders of not less than a majority in principal
amount of all Outstanding Securities (voting as one class) may on behalf of all
Holders waive any past default or Event of Default described in said clause (c)
(which relates to all series of Outstanding Securities) or in clause (d) or (e)
of Section 5.1, except a default

                  (a) in the payment of the principal of (and premium, if any)
or interest on or Additional Amounts payable in respect of any Security of such
series, or

                  (b) 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.

                  Section 5.14 Undertaking for Costs.

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


                                       30
<PAGE>


any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit, other than the Trustee,
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, including the Trustee, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, the Trustee or by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of any
Security for the enforcement of the payment of the principal of (and premium, if
any) or interest on or any Additional Amounts in respect of any Security on or
after the respective Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date) or interest on
any overdue principal of any Security.

                                   ARTICLE 6

                                  THE TRUSTEE

                  Section 6.1 Certain Duties and Responsibilities.

                  (a) Except during the continuance of an Event of Default,

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

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

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

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

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


                                       31
<PAGE>


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

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

                           (iv)     no provision of this Indenture shall require
         the Trustee 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.

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

                  Section 6.2 Notice of Defaults.

                  Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series entitled to receive reports pursuant
to Section 7.3(c), 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 (and premium, if any)
or interest on, or any Additional Amounts with respect to, 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 responsible officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the
Holders of Securities of such series; and provided further, that in the case of
any default of the character specified in Section 5.1(c) 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 6.3 Certain Rights of Trustee.

                  Except as otherwise provided in Section 6.1:

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


                                       32
<PAGE>

                  (b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security to the Trustee for authentication and delivery
pursuant to Section 3.3, 3.5 or 3.6 which shall be sufficiently evidenced as
provided therein) 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;

                  (e) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any series 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 or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, 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 attorney; and

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

                  Section 6.4 Not Responsible for Recitals or Issuance of
Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificate 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.

                  Section 6.5 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

                                       33
<PAGE>


owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

                  Section 6.6 Money Held in Trust.

                  Money held by the Trustee or any Paying Agent in trust
hereunder need not be segregated from other funds except to the extent required
by law. Neither the Trustee nor any Paying Agent shall be under any liability
for interest on any money received by it hereunder except as otherwise agreed
with the Company.

                  Section 6.7 Compensation and Reimbursement.

                  The Company agrees

                  (a) 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);

                  (b) 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;
and

                  (c) to indemnify the Trustee and its agents for, and to hold
them harmless against, any loss, liability or expense incurred without
negligence or bad faith on their 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 themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
hereunder.

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities of any series upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of (or
premium, if any) or interests on or any Additional Amounts with respect to the
Securities.

                  Section 6.8 Disqualifications; Conflicting Interests. If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

                  Section 6.9 Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America, any State or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a


                                       34
<PAGE>

combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by Federal or State authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. 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 6.10 Resignation and Removal; Appointment of
Successor.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 6.11.

                  (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 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to 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:

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

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

                           (iii) 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 5.14, any
Holder of a Security who has been a bona fide Holder of a Security of any series
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities of such series and the appointment of a
successor Trustee or Trustees. Such courts may thereupon, after such notice, if
any, as it may deem proper, remove the Trustee and appoint a successor Trustee
with respect to such Securities.


                                       35
<PAGE>


                  (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 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall have been
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 6.11, any Holder of a Security 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. Such court may thereupon, after such
notice, if any, as it may deem proper, remove the Trustee and appoint a
successor Trustee with respect to such Securities.

                  (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
the 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 6.11 Acceptance of Appointment by Successor.

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

                                       36
<PAGE>


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

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

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

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

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


                                       37
<PAGE>


authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

                  Section 6.13 Preferential Collection of Claims Against
Company.

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

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

                           (ii) all property received by the Trustee in respect
         of any claim as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such four-month period, or an amount equal to the proceeds of any
         such property, if disposed of, subject, however, to the rights, if any,
         of the Company and its other creditors in such property or such
         proceeds.

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

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

                           (iv) to realize, for its own account, upon any
         property held by it as security for any such claim, if such property
         was so held prior to the beginning of such four-month period;

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


                                       38
<PAGE>

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

                  For the purposes of paragraphs (ii), (iii) and (iv)
immediately above, property substituted after the beginning of such four-month
period for property held as security at the time of such substitution shall, to
the extent of the fair value of the property released, have the same status as
the property released, and, to the extent that any claim referred to in any of
such paragraphs is created in renewal of or in substitution for or for the
purpose of repaying or refunding any pre-existing claim of the Trustee as such
creditor, such claim shall have the same status as such pre-existing claim.

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

                  Any Trustee which has resigned or been removed after the
beginning of such four-month period shall be subject to the provisions of this
Subsection as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning


                                       39
<PAGE>


of such four-month period, it shall be subject to the provisions of this
Subsection if and only if the following conditions exist:

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

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

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

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

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

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

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

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

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

                  (c) For the purpose of this Section only:

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

                           (ii) the term "other indenture securities" means
         securities upon which the Company is an obligor outstanding under any
         other indenture (i) under which


                                       40
<PAGE>

         indenture and as to which securities the Trustee is also trustee, (ii)
         which contains provisions substantially similar to the provisions of
         this Section, and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account;

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

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

                           (v) the term "Company" means any obligor upon the
         Securities; and

                           (vi) the term "Federal Bankruptcy Code" means the
         Bankruptcy Code of 1978, as amended, or Title 11 of the United States
         Code.

                  Section 6.14 Appointment of Authenticating Agent

                  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
original issue or exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.6, 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

                                       41
<PAGE>


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, by sale
or otherwise, 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.

                  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, if any, 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 Trustee agrees to pay each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.

                  The provisions of Sections 3.8, 6.4 and 6.5 shall be
applicable to each Authenticating Agent.

                  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.

                                                     [NAME OF TRUSTEE]

                                                       -------------------------
                                                              As Trustee

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

                                       42
<PAGE>


                                                    By
                                                       -------------------------
                                                            Authorized Signatory


                  If all of the Securities of any series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested in writing (which writing need
not comply with Section 1.2) by the Company, shall appoint in accordance with
this Section 6.14 an Authenticating Agent having an office in a Place of Payment
designated by the Company with respect to such series of Securities.

                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  Section 7.1 Company To Furnish Trustee Names and Addresses of
Holders.

                  The Company will furnish or cause to be furnished to the
Trustee:

                  (a) semi-annually, not later than June 15 and December 15 each
year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities of such series as of the June 1 and
December 1 preceding such June 15 or December 15, and

                  (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished, provided, however, that, so long as the Trustee is the
Security Registrar, no such list shall be required to be furnished.

                  Section 7.2 Preservation of Information; Communications to
Holders.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Securities (i)
contained in the most recent list furnished to the Trustee for each series as
provided in Section 7.1, and (ii) received by the Trustee for each series in the
capacity of Security Registrar if the Trustee is then acting in such capacity.
The Trustee may destroy any list furnished to it as provided in Section 7.1 upon
receipt of a new list so furnished.

                  (b) If three or more Holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other Holders of Securities of such series or with the Holders
of all Securities with respect to their rights under this Indenture or under the
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five business days after the receipt of such application, at its
election, either


                                       43
<PAGE>


                           (i) afford such applicants access to the information
         preserved at the time by the Trustee in accordance with Section 7.2(a),
         or

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

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

                  (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Paying Agent nor any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with Section 7.2(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 7.2(b).

                  Section 7.3 Reports by Trustee.

                  (a) Within 60 days after May 15 of each year commencing with
the year 200_, the Trustee shall transmit by mail to all Holders of Securities,
if required by Section 313(a) of the Trust Indenture Act and as provided in
Subsection (c) of this Section, a brief report dated as of such May 15 with
respect to:

                           (i) its eligibility under Section 6.9 and its
         qualifications under Section 6.8, or in lieu thereof, if to the best of
         its knowledge it has continued to be eligible and qualified under said
         Sections, a written statement to such effect;


                                       44
<PAGE>


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

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

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

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

                           (vi) any action taken by the Trustee in the
         performance of its duties hereunder which it has not previously
         reported and which in its opinion materially affects the Securities,
         except action in respect of a default, notice of which has been or is
         to be withheld by the Trustee in accordance with Section 6.2, provided
         however, that if the Trust Indenture Act is amended subsequent to the
         date hereof to eliminate the requirement of the Trustee's brief report,
         the report required by this Section need not be transmitted to any
         Holders.

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

                  (c) Reports pursuant to this Section and Section 6.2 shall be
transmitted by mail:

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


                                       45
<PAGE>

                           (ii) except in the case of reports pursuant to
         subsection (b) of this Section, to each Holder of a Security whose name
         and address is preserved at the time by the Trustee, as provided in
         Section 7.2(a).

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

                  Section 7.4 Reports by the Company.

                  The Company shall:

                  (a) file with the Trustee, within 30 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) 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 said 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;

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

                  (c) transmit within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 7.3(c) with respect
to reports pursuant to Section 7.3(a), such summaries of any information,
documents and reports required to be filed by the Company pursuant to paragraphs
(a) and (b) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.

                                   ARTICLE 8

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

                  Section 8.1 Consolidations and Mergers of Company and Sales,
Leases and Conveyances Permitted Subject to Certain Conditions.

                  Notwithstanding anything contained herein or in any of the
Securities, the Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other corporation,
provided that in any such case, either the Company


                                       46
<PAGE>

shall be the continuing corporation, or the successor corporation shall be a
corporation organized and existing under the laws of the United States of
America or a State thereof and such successor corporation shall expressly assume
the due and punctual payment of the principal of (and premium, if any), any
interest on, and any Additional Amounts payable pursuant to Section 10.4 with
respect to, all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company by supplemental Indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
successor corporation.

                  Section 8.2 Rights and Duties of Successor Corporation.

                  In case of any such consolidation, merger, sale, lease or
conveyance and upon any such assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein as the party of the first part,
and the predecessor corporation shall be relieved of any further obligation
under this Indenture and the Securities. Such successor corporation thereupon
may cause to be signed, and may issue either in its own name or in the name of
the Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of such successor corporation, instead of the Company, and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities
which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

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

                  Section 8.3 Officers' Certificate and Opinion of Counsel.

                  The Trustee, subject to the provisions of Sections 6.1 and
6.3, may receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, lease or
conveyance, and any such assumption and any such supplemental indenture, if any,
complies with the provisions of this Article and that all conditions precedent
herein provided relating to such transactions have been complied with.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURE

                  Section 9.1 Supplemental Indentures without Consent of
Holders.

                  Without the consent of any Holders of Securities, the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or

                                       47
<PAGE>


more indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:

                  (a) to evidence the succession of another Person to the
Company, and the assumption by any such successor of the covenants of the
Company herein and in the Securities contained; or

                  (b) 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

                  (c) to change or eliminate any restrictions on the payment of
principal (or premium, if any) on Securities or to permit or facilitate the
issuance of Securities in uncertificated form, provided any such action shall
not adversely affect the interests of the Holders of Securities of any series in
any material respect; or

                  (d) to change or eliminate any provision of this Indenture,
provided that any such change or elimination (i) 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 (ii) shall not apply to any Security Outstanding; or

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

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

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

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

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

                  (j) to add to or change or eliminate any provision of this
Indenture as shall be necessary or desirable in accordance with any amendments
to the Trust Indenture Act, provided such action shall not adversely affect the
interest of the Holders of the Securities of any series in any material respect.


                                       48
<PAGE>


                  Section 9.2 Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
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 or changing in any manner or eliminating any of the
provisions of this Indenture, or of modifying in any manner the rights of the
Holders 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,

                  (a) change the Stated Maturity of the principal of, or any
installment of interest on, any Security, or reduce the principal amount thereof
or the rate of interest thereon or any Additional Amounts payable in respect
thereof, or any premium payable upon the redemption thereof, or change the
obligation of the Company to pay Additional Amounts pursuant to Section 10.4
(except as contemplated by Section 8.1 and permitted by Section 9.1(a)), 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 5.2, or change any Place of Payment where, or the
coin or currency in which, any Security or any premium or the 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

                  (b) 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

                  (c) modify any of the provisions of this Section, or Section
5.13, or Section 10.6, 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, or

                  (d) adversely affect the right to repayment, if any, of
Securities of any series at the option of the Holders thereof.

                  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 of Securities
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.


                                       49
<PAGE>

                  Section 9.3 Execution of Supplemental Indentures.

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

                  Section 9.4 Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture 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 9.5 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 9.6 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 10

                                   COVENANTS

                  Section 10.1 Payment of Principal, Premium, if any, and
Interest.

                  The Company covenants and agrees for the benefit of the
Holders of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any), interest on and any Additional Amounts
payable in respect of the Securities of that series in accordance with the terms
of such series of Securities and this Indenture.

                 Section 10.2 Maintenance of Office or Agency.

                  The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and


                                       50
<PAGE>


where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, 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 set forth in a Board Resolution or
indenture supplemental hereto with respect to a series of Securities, the
Company hereby designates as the Place of Payment for each series of Securities
the Borough of Manhattan, The City of New York, and initially appoints the
Trustee at its Corporate Trust Offices as the Company's office or agency for
each of such purposes in such city.

                  Section 10.3 Money for Securities Payments To Be Held in
Trust.

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of (and premium, if any), or interest on, any of the Securities of
that series, segregate and hold in trust for the benefit of the Person entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of 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, on or 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 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 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

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


                                       51
<PAGE>

                  (b) 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

                  (c) 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 terms 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.

                  Except as otherwise provided in the form of Securities of any
particular series pursuant to the provisions of this Indenture, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Security of any series and remaining unclaimed for two 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 at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment or to be
mailed to Holders of Securities, or both, 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 or mailing, any unclaimed balance of
such money then remaining will be repaid to the Company.

                  Section 10.4 Additional Amounts.

                  If the Securities of a series provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of any
series Additional Amounts as provided therein. Whenever in this Indenture there
is mentioned, in any context, the payment of the principal of (or premium, if
any) or interest on, or in respect of, any Security of any series or the net
proceeds received on the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for in the terms of such Security and this Section to the extent that,
in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.


                                       52
<PAGE>

                  If the Securities of a series provide for the payment of
Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal (and premium, if any) is made, and at least 10 days prior to each date
of payment of principal (and premium, if any) or interest, if there has been any
change with respect to the matters set forth in the below-mentioned Officers'
Certificate), the Company will furnish the Trustee and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal (and premium, if any) or interest on the
Securities of that series shall be made to Holders of Securities of that series
who are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of that
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Security and the first paragraph of this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

                  Section 10.5 Statement as to Compliance; Notice of Certain
Defaults.

                  (a) The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year (which on the date hereof ends on December
31), a written statement, which need not comply with Section 1.2, signed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company, stating that

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

                           (ii) to the best of his knowledge, based on such
         review, (a) the Company has fulfilled all of 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 event has occurred and
         is continuing, specifying each such event known to him and the nature
         and status thereof.

                  (b) The Company will deliver to the Trustee within five days
after the occurrence thereof, written notice of any event which after notice or
lapse of time or both would become an Event of Default pursuant to clause (d) of
Section 5.1.

                  Section 10.6 Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section [___] with respect to the
Securities of any series if



                                       53
<PAGE>


before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent 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 11

                            REDEMPTION OF SECURITIES

                  Section 11.1 Applicability of Article.

                  Securities of any series which are redeemable at the option of
the Company before their Stated Maturity shall be redeemable in accordance with
the terms of such Securities and (except as otherwise specified as contemplated
by Section 3.1 for Securities of any series) this Article. Securities of any
series which are redeemable at the option of the Holder before their Stated
Maturity shall be redeemable in accordance with the terms of such Securities and
(except as otherwise specified as contemplated by Section 3.1 for Securities of
any series) Sections 11.5 and 11.6 of this Article.

                  Section 11.2 Election to Redeem; Notice to Trustee

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date, the
principal amount of Securities of such series to be redeemed and the relevant
terms of the Securities to be redeemed. The election of a Holder to redeem any
Securities shall be evidenced by a writing by a Holder sent to the Trustee and
the Company at least 60 days prior to the Redemption Date fixed by the Holder in
such notice (unless a shorter notice period shall be satisfactory to the
Trustee). Such notice shall notify the Trustee and the Company of such
Redemption Date, the principal amount of Securities of such series to be
redeemed and any relevant terms of the Securities of such series to be redeemed.

                  Section 11.3 Selection by Trustee of Securities To Be
Redeemed.

                  If less than all the Securities of any series having the same
terms 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 such series or any integral multiple
thereof which is also an authorized denomination) of the principal amount of
Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of such series.


                                       54
<PAGE>

                  The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) 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 of such Securities which has been or is to
be redeemed.

                  Section 11.4 Notice of Redemption.

                  Notice of redemption shall be given in the manner provided in
Section 1.6, not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed
(which shorter period shall be acceptable to the Trustee), to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Securities designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other
Securities or portion thereof. Any notice that is mailed to the Holder of any
Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not such Holder receives the notice.

                  All notices of redemption shall state:

                  (a) the Redemption Date,

                  (b) the Redemption Price (or the method of calculating the
Redemption Price) and accrued interest, if any,

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

                  (d) in case any Security is to be redeemed in part only, the
notice which relates to such Security shall state that on and after the
Redemption Date, upon surrender of such Security, the Holder of such Security
will receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed,

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

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

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

                  A notice of redemption published as contemplated by Section
1.6 need not identify particular Securities to be redeemed.


                                       55
<PAGE>

                  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 11.5 Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on and any
Additional Amounts with respect thereto, all the Securities or portions thereof
which are to be redeemed on that date.

                  Section 11.6 Securities Payable on Redemption Date.

                  Notice of redemption having been given by the Holder to the
Company and Trustee pursuant to Section 11.2 or to the Holder by the Company or
the Trustee pursuant to Section 11.4, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest (and any Additional Amounts) to
the Redemption Date; provided, however, that installments of interest on
Securities 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 Regular Record
Dates according to their terms and the provisions of Section 3.7.

                  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 11.7 Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at any office or agency of the Company maintained for that purpose
pursuant to Section 10.2 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities of the same series, containing identical terms and
provisions, 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.


                                       56
<PAGE>


                                   ARTICLE 12

                                 SINKING FUNDS

                  Section 12.1 Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 3.1 for Securities of such series or as
otherwise permitted or required by any form of Security of such series issued
pursuant to this Indenture.

                  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 series is herein
referred to as an "optional sinking fund payment." If provided for by the terms
of Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 12.2. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.

                  Section 12.2 Satisfaction of Sinking Fund Payments with
Securities.

                  The Company may, in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of a series to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, (1) deliver Outstanding Securities of such series (other than any of
such Securities previously called for redemption) theretofore purchased or
receive credit for Securities (not previously so credited) theretofore purchased
by the Company and delivered to the Trustee for cancellation pursuant to Section
3.9, and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
series of Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
If, as a result of the delivery or credit of Securities of any series in lieu of
cash payments pursuant to this Section 12.2, the principal amount of Securities
of such series to be redeemed in order to exhaust the aforesaid cash payment
shall be less than $100,000, the Trustee need not call Securities of such series
for redemption, except upon Company Request, and such cash payment shall be held
by the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall at the
request of the Company from time to time pay over and deliver to the Company any
cash payment so being held by the Trustee or such Paying Agent upon delivery by
the Company to the Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment requested to be
released to the Company.


                                       57
<PAGE>

                  Section 12.3 Redemption of Securities for Sinking Fund.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing mandatory
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                   ARTICLE 13

                                 SUBORDINATION

[To come]

                                    * * * * *

                  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.


                                       58
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                           GATX FINANCIAL CORPORATION


                           BY
                              --------------------------
                           Name:
                           Title:



(SEAL)


Attest:


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




                                            JPMORGAN CHASE BANK, as Trustee



                                            BY
                                               -------------------------------
                                            Name:
                                            Title: