AMERICAN STANDARD INC.


                                    as Issuer


                      and AMERICAN STANDARD COMPANIES INC.


                                  as Guarantor


                                       to


                                BANK OF NEW YORK

                                     Trustee



                                    INDENTURE

                          Dated as of January 15, 1998



                             Senior Debt Securities






<PAGE>
<TABLE>


                                TABLE OF CONTENTS
<CAPTION>
                                                                                

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<S>                                                                      <C>
                                                                           Page
SECTION 1.01.  Definitions....................................................2
SECTION 1.02.  Compliance Certificates and Opinions..........................14
SECTION 1.03.  Form of Documents Delivered to Trustee........................14
SECTION 1.04.  Acts of Holders...............................................15
SECTION 1.05.  Notices, etc., to Trustee and Issuer..........................17
SECTION 1.06.  Notice to Holders:  Waiver....................................18
SECTION 1.07.  Counterparts; Effect of Headings and Table of Contents........19
SECTION 1.08.  Successors and Assigns........................................20
SECTION 1.09.  Severability Clause...........................................20
SECTION 1.10.  Benefits of Indenture.........................................20
SECTION 1.11.  Governing Law.................................................20
SECTION 1.12.  Legal Holidays................................................20
SECTION 1.13.  No Recourse Against Others....................................21
SECTION 1.14.  Conflict with Trust Indenture Act.............................21

                                   ARTICLE II

                                SECURITIES FORMS

SECTION 2.01. Forms of Securities............................................21
SECTION 2.02. Form of Trustee's Certificate of Authentication................22
SECTION 2.03. Securities Issuable in Global Form.............................22

                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.01. Amount Unlimited; Issuable in Series...........................24
SECTION 3.02. Denominations..................................................28
SECTION 3.03. Execution, Authentication, Delivery and Dating.................28
SECTION 3.04. Temporary Securities...........................................31
SECTION 3.05. Registration, Registration of Transfer and Exchange............35
SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities...............39
SECTION 3.07. Payment of Interest; Interest Rights Preserved.................41
SECTION 3.08. Persons Deemed Owners..........................................44
SECTION 3.09. Cancellation...................................................45
SECTION 3.10. Computation of Interest........................................45
SECTION 3.11. USIP Numbers...................................................45

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Indenture........................46
SECTION 4.02. Application of Trust Funds.....................................48
SECTION 4.03. Reinstatement..................................................48

                                    ARTICLE V

                                    REMEDIES

SECTION 5.01. Events of Default..............................................49
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.............51
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement 
                   by Trustee................................................52
SECTION 5.04. Trustee May File Proofs of Claim...............................53
SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities 
                   or Coupons................................................55
SECTION 5.06. Application of Money Collected.................................55
SECTION 5.07. Limitation on Suits............................................55
SECTION 5.08. Unconditional Right of Holders to Receive Principal, 
                   Premium, and Interest.....................................56
SECTION 5.09. Restoration of Rights and Remedies.............................57
SECTION 5.10. Rights and Remedies Cumulative.................................57
SECTION 5.11. Delay or Omission Not Waiver...................................57
SECTION 5.12. Control by Holders of Securities...............................57
SECTION 5.13. Waiver of Past Defaults........................................58
SECTION 5.14. Waiver of Usury, Stay or Extension Laws........................58
SECTION 5.15. Undertaking for Costs..........................................59
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                   ARTICLE VI

                                   THE TRUSTEE
<S>                                                                         <C>

SECTION 6.01. Notice of Defaults.............................................59
SECTION 6.02. Certain Rights of Trustee......................................60
SECTION 6.03. Not Responsible for Recitals or Issuance of Securities.........62
SECTION 6.04. May Hold Securities............................................63
SECTION 6.05. Money Held in Trust............................................63
SECTION 6.06. Compensation and Reimbursement.................................63
SECTION 6.07. Corporate Trustee Required; Eligibility; Conflicting Interests.64
SECTION 6.08. Resignation and Removal; Appointment of Successor..............64
SECTION 6.09. Acceptance of Appointment by Successor.........................66
SECTION 6.10. Merger, Conversion, Consolidation or Succession to Business....68
SECTION 6.11. Appointment of Authenticating Agent............................68
SECTION 6.12. Certain Duties and Responsibilities of the Trustee.............70

                                   ARTICLE VII

         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER AND GUARANTOR

SECTION 7.01. Disclosure of Names and Addresses of Holders...................72
SECTION 7.02. Reports by Trustee.............................................72
SECTION 7.03. Reports by Issuer and Guarantor................................72
SECTION 7.04. Issuer to Furnish Trustee Names and Addresses of Holders.......73

                                  ARTICLE VIII

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 8.01. Consolidations and Mergers of Issuer or Guarantor and Sales,
                 Leases and Conveyances Permitted Subject to
                 Certain Conditions..........................................74
SECTION 8.02. Rights and Duties of Successor.................................75
SECTION 8.03. Officers' Certificate and Opinion of Counsel...................75

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without Consent of Holders.............76
SECTION 9.02. Supplemental Indentures with Consent of Holders................78
SECTION 9.03. Execution of Supplemental Indentures...........................79
SECTION 9.04. Effect of Supplemental Indentures..............................79
SECTION 9.05. Conformity with Trust Indenture Act............................80
SECTION 9.06. Reference in Securities to Supplemental Indentures.............80

                                    ARTICLE X

                                    COVENANTS

SECTION 10.01. Payment of Principal, Premium; and Interest...................80
SECTION 10.02. Maintenance of Office or Agency...............................80
SECTION 10.03. Money for Securities Payments to Be Held in Trust.............82
SECTION 10.04. Existence.....................................................84
SECTION 10.05. Maintenance of Properties.....................................84
SECTION 10.06. Insurance.....................................................85
SECTION 10.07. Payment of Taxes and Other Claims.............................85
SECTION 10.08. Statement as to Compliance....................................85
SECTION 10.09. Waiver of Certain Covenants...................................86
SECTION 10.10. Additional Amounts............................................86

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of Article......................................87
SECTION 11.02. Election to Redeem; Notice to Trustee.........................88
SECTION 11.03. Selection by Trustee of Securities to Be Redeemed.............88
SECTION 11.04. Notice of Redemption..........................................88
SECTION 11.05  Deposit of Redemption Price...................................90
SECTION 11.06. Securities Payable on Redemption Date.........................90
SECTION 11.07. Securities Redeemed in Part...................................92
SECTION 11.08. Calculation of Original Issue Discount........................92
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                   ARTICLE XII

                                   GUARANTEES
<S>                                                                         <C>

SECTION 12.01. Guarantees....................................................92
SECTION 12.02. Execution and Delivery of Guarantees..........................94
SECTION 12.04. Limitation of Guarantor's Liability...........................95

                                  ARTICLE XIII

                                  SINKING FUNDS

SECTION 13.01. Applicability of Article......................................95
SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.........96
SECTION 13.03. Redemption of Securities for Sinking Fund.....................96

                                   ARTICLE XIV

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 14.01. Applicability of Article......................................97
SECTION 14.02. Repayment of Securities.......................................97
SECTION 14.03. Exercise of Option............................................97
SECTION 14.04. When Securities Presented for Repayment Become Due 
                   and Payable...............................................98
SECTION 14.05. Securities Repaid in Part.....................................99

                                   ARTICLE XV

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 15.01. Applicability of Article; Issuer's Option to Effect
                    Defeasance or Covenant Defeasance.......................100
SECTION 15.02. Defeasance and Discharge.....................................100
SECTION 15.03. Covenant Defeasance..........................................101
SECTION 15.04. Conditions to Defeasance or Covenant Defeasance..............102
SECTION 15.05. Deposited Money and Government Obligations to Be Held 
                   in Trust; Other Miscellaneous Provisions.................104

                  ARTICLE XVI MEETINGS OF HOLDERS OF SECURITIES

SECTION 16.01. Purposes for Which Meetings May Be Called....................105
SECTION 16.02. Call, Notice and Place of Meetings...........................105
SECTION 16.03. Persons Entitled to Vote at Meetings.........................106
SECTION 16.04. Quorum; Action...............................................106
SECTION 16.05. Determination of Voting Rights; Conduct 
                   and Adjournment of Meetings..............................108
SECTION 16.06. Counting Votes and Recording Action of Meetings..............109

SIGNATURES AND SEALS........................................................110

EXHIBIT A - FORM OF REDEEMABLE OR NON-REDEEMABLE SENIOR SECURITY............A-1
EXHIBIT B - FORMS OF CERTIFICATION..........................................B-1
EXHIBIT C - FORM OF NOTATION OF GUARANTEE...................................C-1
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                             AMERICAN STANDARD INC.
                        American Standard Companies Inc.


                  Reconciliation  and tie between  Trust  Indenture  Act of 1939
(the "Trust  Indenture  Act" or "TIA") and  Indenture,  dated as of October [ ],
1997.
<S>                                                                 <C>   
Trust Indenture                                                       Indenture
  Act Section                                                          Section 

   ss. 310(a)(1)...........................................................607
          (a)(2)...........................................................607
          (b).........................................................607, 608
   ss. 312(c) .............................................................701
   ss. 313(a) .............................................................702
          (c)..............................................................702
   ss. 314(a) .............................................................703
          (a)(4)..........................................................1009
          (c)(1)...........................................................102
          (c)(2)...........................................................102
          (e)..............................................................102
   ss. 315(b) .............................................................601
   ss. 316(a)(last sentence)..............................  101 ("Outstanding")
          (a)(1)(A).................................................  502, 512
          (a)(1)(B)........................................................513
          (b)..............................................................508
   ss. 317(a)(1)...........................................................503
          (a)(2).......................................................... 504
   ss. 318(a) .............................................................111
          (c)..............................................................111
-------------------
<FN>

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

                  Attention  should also be  directed  to TIA  Section  3.18(c),
which provides that the provisions of TIA Sections 3.10 to and including 317 are
a part of and  govern  every  qualified  indenture,  whether  or not  physically
contained therein.
</FN>
</TABLE>



<PAGE>


                  INDENTURE,  dated as of  October [ ], 1997,  between  AMERICAN
STANDARD INC., a Delaware corporation (hereinafter called the "Issuer"),  having
its principal office at One Centennial Avenue,  P.O. Box 6820,  Piscataway,  New
Jersey 08835-6820,  and AMERICAN STANDARD COMPANIES INC., a Delaware corporation
(hereinafter  called  the  "Guarantor"),  having  its  principal  office  at One
Centennial Avenue,  P.O. Box 6820,  Piscataway,  New Jersey 08835-6820,  and THE
BANK  OF  NEW  YORK,  a New  York  banking  corporation,  as  Trustee  hereunder
(hereinafter  called the "Trustee"),  having its principal office at 101 Barclay
Street,  Floor 21 West, New York, New York 10286, Attn:  Corporate Trust Trustee
Administration.

                             RECITALS OF THE ISSUER


                  The Issuer and the  Guarantor  deem it necessary to issue from
time to time for lawful purposes senior debt securities  (hereinafter called the
"Securities")  evidencing unsecured and senior indebtedness of the Issuer, fully
and  unconditionally  guaranteed (the  "Guarantees") by the Guarantor,  and have
duly  authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Securities, to be issued in one or more series
as provided in this Indenture.

                  This  Indenture  is  subject  to the  provisions  of the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA"), that are
deemed  to be  incorporated  into  this  Indenture  and  shall,  to  the  extent
applicable, be governed by such provisions.

                  All things  necessary to make this Indenture a valid agreement
of the Issuer and the Guarantor,  in accordance with its terms,  have been done.
Further,  all things  necessary  to make the  Securities,  when duly  issued and
executed  by the Issuer  and  authenticated  and  delivered  hereunder,  and the
Guarantees,  when duly issued and executed by the Guarantor, the valid joint and
several obligations of the Issuer and the Guarantor,  respectively,  and to make
this Indenture,  a valid and binding  agreement of the Issuer and the Guarantor,
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,  as
follows:


                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


     SECTION 1.01.  Definitions.  For all purposes of this Indenture,  except as
otherwise expressly provided or unless the context otherwise requires:

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

                    (2) all other  terms used  herein  which are  defined in the
         TIA,  either  directly  or by  reference  therein,  have  the  meanings
         assigned  to  them  therein,  and  the  terms  "cash  transaction"  and
         "self-liquidating  paper," as used in TIA Section 3.11,  shall have the
         meanings assigned to them in the rules of the Commission  adopted under
         the TIA;

                    (3) all accounting  terms not otherwise  defined herein have
               the meanings assigned to them in accordance with GAAP; and

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

                    "Act," when used with respect to any Holder, has the meaning
               specified in Section 1.04.

                  "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 Issuer or Guarantor pursuant
to  Section  10.10 in respect of certain  taxes,  duties,  assessments  or other
governmental  charges  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;
<PAGE>

and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.
                  "Authenticating  Agent"  means any  Person  authorized  by the
Trustee  pursuant  to  Section  6.11  hereof to act on behalf of the  Trustee to
authenticate Securities.

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

                  "Bankruptcy Law" has the meaning specified in Section 5.01.

                  "Bearer Security" means any Security  established  pursuant to
Section 3.01 which is payable to bearer.

                  "Board  of  Directors"  means the  board of  directors  of the
Issuer or  Guarantor  or any  committee  of that  board duly  authorized  to act
hereunder, as the case may be.

                  "Board  Resolution" means a copy of a resolution  certified by
the Secretary or an Assistant  Secretary of the Issuer or the Guarantor,  as the
case may be, 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," when used with respect to any Place of Payment
or any  other  particular  location  referred  to in  this  Indenture  or in the
Securities,  means,  unless  otherwise  specified with respect to any Securities
issued pursuant to Section 3.01, any day, other than a Saturday or Sunday,  that
is not a day  on  which  banking  institutions  in  that  Place  of  Payment  or
particular  location are authorized or required by law,  regulation or executive
order to close.

                  "Capital  Stock"  of any  Person  means  any and  all  shares,
interests,  participations,  rights  to  purchase,  warrants,  options  or other
equivalents  (however  designated)  of  corporate  stock or other equity of such
Person.
                    "CEDEL" means Centrale de Livraison de Valueurs  Mobilieres,
               S.A., or its successor.

                  "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  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 on such date.

                  "Common  Stock"  means the  Common  Stock,  par value $.01 per
share,  of the  Issuer  or any  security  into  which  the  common  stock may be
converted.

                  "Consolidated  Net Assets" means as of any particular time the
aggregate  amount  of  assets  (less  applicable  reserves  and  other  properly
deductible items) after deducting  therefrom all current  liabilities except for
(a) notes and loans  payable,  (b) current  maturities of long-term debt and (c)
current  maturities of obligations under capital leases, all as set forth on the
most  recent  consolidated  balance  sheet of the  Issuer  and its  consolidated
Subsidiaries and computed in accordance with GAAP.

                  "Corporate  Trust  Office"  means the office of the Trustee at
which, at any particular time, its corporate trust business shall be principally
administered,  which  office  at the  date  hereof  is  located  at the  address
specified in the preamble hereto.

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

                    "coupon" means any interest coupon  appertaining to a Bearer
               Security.

                    "Custodian" has the meaning specified in Section 5.01.

                 "Defaulted Interest" has the meaning specified in Section 3.07.

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

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

                  "Euroclear"  means Morgan  Guaranty Trust Company of New York,
<PAGE>
Brussels office, or its successor as operator of the Euroclear System.

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

                  "European  Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

                  "Event of Default" has the meaning specified in Article Five.

     "Facility"  means the Amended and Restated Credit  Agreement among American
Standard  Companies Inc.,  American Standard Inc. and the finacial  institutions
named therein.

                  "Foreign  Currency"  means  any  currency,  currency  unit  or
composite  currency,  including,  without  limitation,  the  ECU  issued  by the
government of one or more  countries  other than the United States of America or
by any recognized confederation or association of such governments.

                  "GAAP" means,  except as otherwise provided herein,  generally
accepted accounting  principles,  as in effect from time to time, as used in the
United States applied on a consistent basis.

                  "Global Security" means a Security evidencing all or a part of
a series of Securities  issued to and  registered in the name of the  depository
for such series,  or its nominee,  in accordance  with Section 3.05, and bearing
the legend prescribed in Section 2.03.

                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the  government  which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or  instrumentality
of the United  States of America or such  government  which  issued the  Foreign
Currency  in which the  Securities  of such series are  payable,  the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other  government,  which,  in either case, are
not callable or redeemable at the option of the issuer  thereof,  and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government  Obligation or a specific  payment of interest on
or principal of any such  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  Government  Obligation  or the specific  payment of
interest  on or  principal  of  the  Government  Obligation  evidenced  by  such
depository receipt.

     "Guarantee" shall have the meaning specified in Section 12.01.

     "Guarantor" means American Standard Companies, Inc. a Delaware corporation,
and  subject  to the  provisions  of Article  Twelve,  shall  also  include  its
successors and assigns.

     "Holder" means, in the case of a Registered  Security,  the Person in whose
name a Security is  registered  in the Security  Register  and, in the case of a
Bearer  Security,  the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

     "Indebtedness" means, with respect to any Person, without duplication,  (i)
any Obligation of such Person  relating to any  indebtedness  of such Person (A)
for borrowed money (whether or not the recourse of the lender is to the whole of
the  assets,  of such person or only to a portion  thereof),  (B)  evidenced  by
notes,  debentures or similar instruments (including purchase money obligations)
given in connection  with the  acquisition of any property or assets (other than
trade  accounts  payable  for  inventory  or similar  property  acquired  in the
ordinary  course of business),  including  securities,  for the payment of which
such  Person is  liable,  directly  or  indirectly,  or the  payment of which is
secured by a lien,  charge or  encumbrance on property or assets of such Person,
(C) for  goods,  materials  or  services  purchased  in the  ordinary  course of
business  (other than trade accounts  payable  arising in the ordinary course of
business),  (D) with respect to letters of credit or bankers  acceptances issued
for the account of such Person or performance,  surety or similar bonds, (E) for
the payment of money  relating to a  Capitalized  Lease  Obligation or (F) under
interest rate swaps, caps or similar agreements and foreign exchange  contracts,
currency swaps or similar  agreements;  (ii) any liability of others of the kind
described in the preceding clause (i), which such Person has guaranteed or which
is otherwise its legal  liability;  and (iii) any and all  deferrals,  renewals,
extensions and refunding of, or amendments, modifications or supplements to, any
liability of the kind described in any of the preceding clauses (i) or (ii).
<PAGE>

     "Indenture"  means this  instrument as originally  executed or as it may be
supplemented or amended from time to time by one or more indentures supplemental
hereto  entered into pursuant to the  applicable  provisions  hereof,  and shall
include the terms of particular series of Securities established as contemplated
by Section 3.01; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
any one or more series of  Securities  for which such  Person is  Trustee,  this
instrument as originally  executed or as it may be  supplemented or amended from
time to time by one or more indentures supplemental hereto entered into pursuant
to the applicable  provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee  established as
contemplated  by Section 3.01,  exclusive,  however,  of any provisions or terms
which  relate  solely to other  series of  Securities  for which such  Person is
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of  any  provisions  or  terms  adopted  by  means  of one  or  more  indentures
supplemental  hereto  executed and  delivered  after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

     "Indexed  Security"  means a Security  the terms of which  provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

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

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

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

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

     "Make-Whole  Amount,"  when used with  respect to any  Security,  means the
amount, if any, in addition to principal which is required by a Security,  under
the  terms  and  conditions  specified  therein  or as  otherwise  specified  as
contemplated  by Section 3.01, to be paid by the Issuer to the Holder thereof in
connection with any optional redemption or accelerated payment of such Security.

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

     "Obligation" of any Person with respect to any specified Indebtedness means
any obligation of such Person to pay  principal,  premium,  interest  (including
interest  accruing on or after the filing of any petition in  bankruptcy  or for
reorganization  relating  to  such  Person,  whether  or not a  claim  for  such
post-petition interest is allowed in such Proceeding),  penalties, reimbursement
or  indemnification  amounts,  fees,  expenses or other amounts relating to such
Indebtedness.

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board of Directors,  the President or a Vice President and by the Treasurer,  an
Assistant  Treasurer,  the Secretary or an Assistant  Secretary of the Issuer or
the Guarantor, as the case may be, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Issuer or the  Guarantor,  as the case may be, or who may be an employee
of or other counsel for the Issuer of the Guarantor, as the case may be, and who
shall be satisfactory to the Trustee and delivered to the Trustee.

     "Original Issue Discount Security" means any Security which provides for an
amount  less than the  principal  amount  thereof to be due and  payable  upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

     "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  canceled by the Trustee or  delivered  to the
Trustee for cancellation;
<PAGE>

     (ii)  Securities,  or portions  thereof,  for whose  payment or  redemption
(including  repayment at the option of the Holder) money in the necessary amount
has been theretofore  deposited with the Trustee or any Paying Agent (other than
the Issuer or  Guarantor)  in trust or set aside and  segregated in trust by the
Issuer (if the Issuer or  Guarantor  shall act as its own Paying  Agent) for the
Holders of such  Securities  and any  coupons  appertaining  thereto;  provided,
however, 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;

     (iii)  Securities,  except to the extent  provided  in  Sections  15.02 and
15.03, with respect to which the Issuer has effected  defeasance and/or covenant
defeasance as provided in Article Fourteen; and

     (iv)  Securities  which  have  been paid  pursuant  to  Section  3.06 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 Issuer;  provided,  however,  that in
determining  whether  the  Holders  of the  requisite  principal  amount  of the
Outstanding Securities have given any request, demand, authorization, direction,
notice,  consent or waiver  hereunder or are present at a meeting of Holders for
quorum purposes,  and for the purpose of making the calculations required by TIA
Section 3.13, (i) the principal  amount of an Original  Issue Discount  Security
that may be counted in making such  determination  or calculation and that shall
be deemed to be  Outstanding  for such  purpose  shall be equal to the amount of
principal  thereof  that  would be (or shall have been  declared  to be) due and
payable, at the time of such  determination,  upon a declaration of acceleration
of the maturity  thereof  pursuant to Section 5.02, (ii) the principal amount of
any Security  denominated  in a Foreign  Currency  that may be counted in making
such  determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent,  determined pursuant to Section
3.01 as of the date such  Security is  originally  issued by the Issuer,  of the
principal  amount (or, in the case of an Original Issue Discount  Security,  the
Dollar  equivalent as of such date of original issuance of the amount determined
as provided in clause (i) above) of such Security, (iii) the principal amount of
any  Indexed  Security  that may be  counted  in making  such  determination  or
calculation and that shall be deemed outstanding for such purpose shall be equal
to the  principal  face amount of such  Indexed  Security at original  issuance,
unless  otherwise  provided  with respect to such  Security  pursuant to Section
3.01,  and (iv)  Securities  owned by the Issuer or any other  obligor  upon the
Securities  or any  Affiliate  of the Issuer or of such other  obligor  shall be
disregarded  and deemed  not to be  Outstanding,  except  that,  in  determining
whether the Trustee shall be protected in making such  calculation or in relying
upon any such request,  demand,  authorization,  direction,  notice,  consent or
waiver,  only  Securities  which a Responsible  Officer of the Trustee  actually
knows to be so owned shall be so  disregarded.  Securities  owned as provided in
clause  (iv) above  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 Issuer or any other  obligor upon the  Securities or any Affiliate of
the Issuer or of such other obligor.  In 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.

     "Paying Agent" means any Person authorized by the Issuer or
Guarantor to pay the principal of (and premium) or interest on any Securities or
coupons on behalf of the Issuer or Guarantor.

     "Person" means any individual, corporation,  partnership, limited liability
company, 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 or within
any series,  means the place or places where the  principal of (and premium) and
interest on such Securities are payable as specified as contemplated by Sections
3.01 and 10.02 or the Corporate Trust Office of the Trustee.

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

     "Preferred  Stock"  means,  with respect to any Person,  all capital  stock
issued by such Person that are  entitled to a  preference  or priority  over any
other  capital stock issued by such Person with respect to any  distribution  of
such Person's  assets,  whether by dividend or upon any voluntary or involuntary
liquidation, dissolution or winding up.
<PAGE>

     "Redemption  Date," when used with  respect to any Security to be redeemed,
in whole or in part,  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 pursuant to this Indenture.

     "Registered  Security"  shall mean any Security  which is registered in the
Security Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the  Registered  Securities of or within any series means the date  specified
for that purpose as contemplated by Section 3.01, whether or not a Business Day.

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

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

     "Responsible  Officer,"  when used with respect to the  Trustee,  means any
vice  president  (whether or not designated by a number or a word or words added
before  or after the title  "vice  president"),  any  assistant  secretary,  any
assistant  treasurer,   any  trust  officer  or  assistant  trust  officer,  the
controller  or  any  other  officer  or  employee  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 such  officer's
knowledge and familiarity with the particular subject.

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

     "Security  Register" and "Security  Registrar" have the respective meanings
specified in Section 3.05.

     "Significant  Subsidiary"  means  any  Subsidiary  which is a  "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation  S-X,  promulgated
under the Securities Act of 1933) of the Issuer.

     "Special  Record  Date" for the  payment of any  Defaulted  Interest on the
Registered  Securities of or within any series means a date fixed by the Trustee
pursuant to Section 3.07.

     "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 or a coupon  representing  such  installment of interest as the
fixed  date on which the  principal  of such  Security  or such  installment  of
principal or interest is due and payable.

     "Stock  Trading  Day" means each day on which the  securities  exchange  or
quotation system which is used to determine the market price is open for trading
or quotation.

                  "Subsidiary"  means a Person  (other  than an  individual),  a
majority of the  outstanding  voting stock,  partnership  interests,  membership
interests  or other  equity  interest,  as the case may be, of which is owned or
controlled,  directly  or  indirectly,  by the  Issuer  or by one or more  other
Subsidiaries of the Issuer. For the purposes of this definition,  "voting stock"
means stock  having  voting  power for the  election of  directors,  trustees or
managers,  as the case may be, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

                  "Trust  Indenture Act" or "TIA" means the Trust  Indenture Act
of 1939,  as amended and as in force at the date as of which this  Indenture was
executed, except as provided in Section 9.05.

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

                  "United States" means, unless otherwise specified with respect
to any  Securities  pursuant  to  Section  3.01,  the  United  States of America
(including  the states and the  District  of  Columbia),  its  territories,  its
possessions and other areas subject to its jurisdiction.

                  "United States Person" means,  unless otherwise specified with
respect to any  Securities  pursuant to Section  3.01,  an  individual  who is a
citizen or resident of the United States,  a  corporation,  partnership or other
entity  created or  organized  in or under the laws of the  United  States or an
estate or trust the income of which is subject to United States  Federal  income
taxation regardless of its source.

                  "Yield to Maturity"  means the yield to maturity,  computed at
the time of  issuance  of a Security  (or,  if  applicable,  at the most  recent
redetermination  of interest on such Security) and as set forth in such Security
in accordance  with  generally  accepted  United  States bond yield  computation
principles.

                  SECTION 1.02. Compliance  Certificates and Opinions.  Upon any
application  or request by the Issuer or  Guarantor  to the  Trustee to take any
action under any provision of this  Indenture,  the Issuer or the Guarantor,  as
the case may be, 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  (including  certificates
delivered pursuant to Section 10.08) shall include:

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

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

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

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

                  SECTION 1.03. 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 Issuer or
Guarantor may be based, insofar as it relates to legal matters,  upon an Opinion
of Counsel, or a certificate or representations by counsel,  unless such officer
knows,  or in the exercise of  reasonable  care should  know,  that the opinion,
certificate  or  representations  with  respect  to the  matters  upon which his
certificate  or opinion is based are  erroneous.  Any such Opinion of Counsel or
certificate or  representations  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 Issuer stating that the  information as to such factual  matters
is in the  possession  of the  Issuer,  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.

                  SECTION  1.04.  Acts  of  Holders.  (a) Any  request,  demand,
authorization,  direction,  notice,  consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding  Securities of
all series or one or more  series,  as the case may be, may be  embodied  in and
evidenced by one or more  instruments of  substantially  similar tenor signed by
such Holders in person or by agents duly appointed in writing.  If Securities of
a series are issuable as Bearer Securities, any request, demand,  authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and  evidenced by the record of Holders of Securities of such series
voting  in favor  thereof,  either in person or by  proxies  duly  appointed  in
writing,  at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article  Fifteen,  or a combination of
such  instruments  and any such  record.  Except as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments
or record or both are received by the Trustee and, where it is hereby  expressly

<PAGE>

required, by the Issuer or the Guarantor. Such instrument or instruments and any
such record (and the action embodied  therein and evidenced  thereby) are herein
sometimes  referred to as the "Act" of the Holders  signing such  instrument  or
instruments  or so voting at any such  meeting.  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
conclusive in favor of the Trustee and the Issuer or the Guarantor and any agent
of the Trustee,  the Issuer or the Guarantor,  if made in the manner provided in
this Section. The record of any meeting of Holders of Securities shall be proved
in the manner provided in Section 16.06.

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

                  (c) The ownership of Registered  Securities shall be proved by
the  Security  Register.  As to any  matter  relating  to  beneficial  ownership
interests in any Global Security, the appropriate  depository's records shall be
dispositive for purposes of this Indenture.

                  (d) The  ownership of Bearer  Securities  may be proved by the
production  of  such  Bearer  Securities  or  by  a  certificate   executed,  as
depository,  by any trust company,  bank, banker or other  depository,  wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein  mentioned such Person had on deposit with such
depository, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the  certificate  or affidavit of the Person holding such
Bearer Securities,  if such certificate or affidavit is deemed by the Trustee to
be  satisfactory.  The Trustee,  the Issuer and  Guarantor  may assume that such
ownership of any Bearer  Security  continues  until (1) another  certificate  or
affidavit  bearing a later date issued in respect of the same Bearer Security is
produced,  or (2) such Bearer  Security is produced to the Trustee by some other
Person,  or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. The ownership of
Bearer Securities may also be proved in any other manner which the Trustee deems
sufficient.

                  (e) If the  Issuer or the  Guarantor  shall  solicit  from the
Holders of Registered Securities any request, demand, authorization,  direction,
notice,  consent,  waiver or other Act,  the  Issuer or  Guarantor  may,  at its
option, in or pursuant to a Board  Resolution,  fix in advance a record date for
the   determination   of  Holders   entitled  to  give  such  request,   demand,
authorization,  direction,  notice, consent, waiver or other Act, but the Issuer
of Guarantor  shall have no  obligation  to do so.  Notwithstanding  TIA Section
3.16(c),  such record date shall be the record date  specified in or pursuant to
such Board  Resolution,  which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. 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 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 eleven
months after the record date.

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

                  SECTION  1.05.  Notices,  etc.,  to Trustee  and  Issuer.  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,

                    (1)  the  Trustee  by any  Holder  or by the  Issuer  or the
         Guarantor  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; or
<PAGE>

                    (2) the  Issuer or the  Guarantor  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 Issuer or the Guarantor  addressed to it
         at the address of its principal office specified in the first paragraph
         of this  Indenture  or at any other  address  previously  furnished  in
         writing  to the  Trustee by the Issuer or the  Guarantor  ,  Attention:
         Chief Financial Officer; or

                    (3) either the Trustee or the Issuer and the  Guarantor,  by
         the other party,  shall be sufficient  for every  purpose  hereunder if
         given  by  facsimile  transmission,   receipt  confirmed  by  telephone
         followed by an original copy delivered by guaranteed overnight courier;
         if to the Trustee at facsimile number [(212)  815-5915];  and if to the
         Issuer at facsimile number [ ].

                  SECTION 1.06. Notice to Holders:  Waiver. Where this Indenture
provides  for  notice of any event to Holders of  Registered  Securities  by the
Issuer,  the Guarantor or the Trustee,  such notice shall be sufficiently  given
(unless  otherwise  herein  expressly   provided)  if  in  writing  and  mailed,
first-class  postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register,  not later than the latest date,
if any, and not earlier  than the  earliest  date,  if any,  prescribed  for the
giving of such  notice.  In any case  where  notice  to  Holders  of  Registered
Securities  is given by mail,  neither the failure to mail such notice,  nor any
defect in any  notice so  mailed,  to any  particular  Holder  shall  affect the
sufficiency  of  such  notice  with  respect  to  other  Holders  of  Registered
Securities  or the  sufficiency  of any notice to  Holders of Bearer  Securities
given as provided  herein.  Any notice  mailed to a Holder in the manner  herein
prescribed  shall be  conclusively  deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.

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

                  Except as  otherwise  expressly  provided  herein or otherwise
specified  with respect to any Securities  pursuant to Section 3.01,  where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be  sufficiently  given if published in an Authorized  Newspaper in
The City of New York and in such  other  city or cities as may be  specified  in
such  Securities on a Business Day,  such  publication  to be not later than the
latest date, if any, and not earlier than the earliest date, if any,  prescribed
for the  giving of such  notice.  Any such  notice  shall be deemed to have been
given on the date of such  publication  or, if published  more than once, on the
date of the first such publication.

                  If  by  reason  of  the   suspension  of  publication  of  any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer  Securities as
provided above,  then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute  sufficient notice to
such Holders for every purpose hereunder.  Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so  published,  shall  affect the  sufficiency  of such
notice with respect to other Holders of Bearer  Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

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

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

                  SECTION  1.07.  Counterparts;  Effect of Headings and Table of
Contents. This Indenture 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  Indenture.  The  Article  and
Section  headings herein and the Table of Contents are for convenience  only and
shall not affect the construction hereof.

                  SECTION  1.08.  Successors  and  Assigns.  All  covenants  and
agreements in this  Indenture by the Issuer and the  Guarantor  shall bind their
respective successors and assigns, whether so expressed or not.

                  SECTION 1.09.  Severability  Clause.  In case any provision in
this  Indenture  or in any  Security  or coupon  shall be  invalid,  illegal  or
unenforceable,  the  validity,  legality  and  enforceability  of the  remaining
provisions shall not in any way be affected or impaired thereby.
<PAGE>
                  SECTION 1.10. Benefits of Indenture. Nothing in this Indenture
or in the Securities or coupons,  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 any benefit
or any legal or equitable right, remedy or claim under this Indenture.

                  SECTION 1.11. Governing Law. This Indenture and the Securities
and coupons shall be governed by and  construed in  accordance  with the laws of
the State of New York without  regard to conflicts of laws  principles  thereof.
This  Indenture is subject to the  provisions of the TIA that are required to be
part of this Indenture and shall, to the extent applicable,  be governed by such
provisions.
                  SECTION 1.12.  Legal Holidays.  In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any  Security or the last date on which a Holder has the
right to  exchange  a  Security  shall  not be a  Business  Day at any  Place of
Payment,  then  (notwithstanding  any other  provision of this  Indenture or any
Security or coupon other than a provision in the  Securities of any series which
specifically states that such provision shall apply in lieu hereof),  payment of
interest or principal  (and  premium) or exchange of such  security  need not be
made at such Place of Payment on such date, but (except as otherwise provided in
the  supplemental  indenture  with respect to such  Security) 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,  Redemption Date, Repayment Date
or sinking fund payment date, or at the Stated Maturity or Maturity,  or on such
last day for exchange,  provided that no interest  shall accrue on the amount so
payable for the period from and after such  Interest  Payment  Date,  Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as
the case may be.
                  SECTION 1.13. No Recourse Against Others. No recourse under or
upon any obligation,  covenant or agreement  contained in this Indenture,  or in
any Security,  or because of any indebtedness  evidenced  thereby,  shall be had
against any past, present or future stockholder,  employee,  officer,  director,
incorporator,  limited  or  general  partner,  as such,  of the Issuer or of any
successor,  either directly or through the Issuer or Guarantor or any successor,
under any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all such
liability  being  expressly  waived  and  released  by  the  acceptance  of  the
Securities by the Holders and as part of the  consideration for the issue of the
Securities.
                  SECTION  1.14.  Conflict  with  Trust  Indenture  Act.  If any
provision  hereof limits,  qualifies or conflicts with another  provision hereof
which is  required  or deemed to be  included  in this  Indenture  by any of the
provisions of the Trust Indenture Act, such required provision shall control. If
any provision of this Indenture  modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded,  as the case
may be.
                                   ARTICLE II
                                SECURITIES FORMS

                  SECTION 2.01. Forms of Securities.  The Registered Securities,
if any,  of each  series and the Bearer  Securities,  if any, of each series and
related  coupons  shall be  substantially  in the form of Exhibit A hereto or in
such other form as shall be established in one or more  indentures  supplemental
hereto or approved  from time to time by or pursuant  to a Board  Resolution  in
accordance with Section 3.01, shall have such 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  or  designation  and such  legends or
endorsements  placed thereon as the Issuer may deem  appropriate  and as are not
inconsistent  with the  provisions of this  Indenture,  or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or  regulation  of any stock  exchange on which the  Securities  may be
listed, or to conform to usage.
                  Unless  otherwise  specified as  contemplated by Section 3.01,
Bearer Securities shall have interest coupons attached.
                  The  definitive  Securities  and  coupons  shall  be  printed,
lithographed  or engraved or produced by any  combination  of these methods on a
steel engraved border or steel engraved  borders or  mechanically  reproduced on
safety paper or may be produced in any other  manner,  all as  determined by the
officers  executing such Securities or coupons,  as evidenced by their execution
of such Securities or coupons.

                  SECTION 2.02.  Form of Trustee's Certificate of 
Authentication.  Subject to Section 6.11, 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.

Dated: ______________                                      The Bank of New York
                                                           as Trustee

                                                            By:
                                                            Authorized Signatory
<PAGE>
                  SECTION   2.03.   Securities   Issuable  in  Global  Form.  If
Securities  of or within a series are issuable in the form of one or more Global
Securities, then, notwithstanding clause (10) of Section 3.01 and the provisions
of Section 3.02,  any such Global  Security or Securities may provide that it or
they shall represent the aggregate amount of all Outstanding  Securities of such
series (or such lesser amount as is permitted by the terms thereof) from time to
time  endorsed  thereon  and may also  provide  that  the  aggregate  amount  of
Outstanding  Securities of such series represented thereby may from time to time
be increased or decreased to reflect  exchanges.  Any  endorsement of any Global
Security to reflect the amount,  or any  increase or decrease in the amount,  or
changes in the rights of Holders thereof, of Outstanding  Securities represented
thereby shall be made by the Trustee in such manner or by such Person or Persons
as shall be  specified  therein or in the Issuer  Order to be  delivered  to the
Trustee  pursuant to Section 3.03 or 3.04.  Subject to the provisions of Section
3.03 and, if  applicable,  Section 3.04, the Trustee shall deliver and redeliver
any Global Security in permanent global form in the manner and upon instructions
given by the Person or Persons  specified  therein or in the  applicable  Issuer
Order.  If an  Issuer  Order  pursuant  to  Section  3.03 or 3.04 has  been,  or
simultaneously  is,  delivered,  any  instructions by the Issuer with respect to
endorsement  or delivery or redelivery of a Global  Security shall be in writing
but need not comply with Section 1.02 and need not be  accompanied by an Opinion
of Counsel.

                  The  provisions  of the last  sentence  of Section  3.03 shall
apply to any  Security  represented  by a Global  Security if such  Security was
never  issued and sold by the Issuer and the Issuer  delivers to the Trustee the
Global Security together with written  instructions  (which need not comply with
Section 1.02 and need not be  accompanied  by an Opinion of Counsel) with regard
to the reduction in the  principal  amount of  Securities  represented  thereby,
together with the written statement contemplated by the last sentence of Section
3.03.

                  Notwithstanding   the  provisions  of  Section  3.07,   unless
otherwise specified as contemplated by Section 3.01, payment of principal of and
any premium,  and interest on any Global Security in permanent global form shall
be made to the registered Holder thereof.

                  Notwithstanding  the  provisions of Section 3.08 and except as
provided in the preceding  paragraph,  the Issuer,  the Trustee and any agent of
the Issuer and the Trustee shall treat as the Holder of such principal amount of
Outstanding  Securities  represented by a permanent  Global  Security (i) in the
case of a permanent  Global  Security  in  registered  form,  the Holder of such
permanent Global Security in registered form, or (ii) in the case of a permanent
Global Security in bearer form, Euroclear or CEDEL.

                  Any Global  Security  authenticated  and  delivered  hereunder
shall bear a legend in substantially the following form:

         "This Security is a Global Security within the meaning set forth in the
         Indenture  hereinafter  referred to and is  registered in the name of a
         Depository or a nominee of a Depository.  This Security is exchangeable
         for  Securities  registered  in the  name of a  person  other  than the
         Depository or its nominee only in the limited  circumstances  described
         in the Indenture,  and may not be transferred  except as a whole by the
         Depository  to a  nominee  of the  Depository  or by a  nominee  of the
         Depository to the Depository or another nominee of the Depository or by
         the  Depository  or  its  nominee  to a  successor  Depository  or  its
         nominee."

                                   ARTICLE III
                                 THE SECURITIES

                  SECTION 3.01.  Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be authenticated and 
delivered under this Indenture is unlimited.

                  The  Securities  may be  issued in one or more  series.  There
shall be established  in one or more Board  Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 3.03, set forth
in  an  Officers'  Certificate,   or  established  in  one  or  more  indentures
supplemental hereto, prior to the issuance of Securities of any series:

                    (1) The title of the Securities and Guarantees of the series
         (which shall  distinguish  the Securities and Guarantees of such series
         from all other series of Securities);

                    (2) Any limit  upon the  aggregate  principal  amount of the
         Securities and Guarantees of the series that 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 3.04, 3.05,
         3.06, 9.06, 11.07 or 14.05);

                    (3) The price  (expressed  as a percentage  of the principal
         amount  thereof) at which such  Securities will be issued and, if other
         than the principal amount thereof,  the portion of the principal amount
         thereof  payable  upon  declaration  of  acceleration  of the  maturity
         thereof;
<PAGE>
                    (4) The date or dates,  or the method for  determining  such
         date or  dates,  on which  the  principal  of such  Securities  will be
         payable;

                    (5) The rate or rates (which may be fixed or  variable),  or
         the method by which such rate or rates  shall be  determined,  at which
         such Securities will bear interest, if any;

                    (6) The date or dates,  or the method for  determining  such
         date or dates,  from which any such interest will accrue,  the dates on
         which any such  interest  will be  payable,  the record  dates for such
         interest  payment  dates,  or the method by which  such dates  shall be
         determined, the persons to whom such interest shall be payable, and the
         basis upon which  interest  shall be calculated if other than that of a
         360-day year of twelve 30-day months;

                    (7) The place or places where the principal of (and premium,
         if any) and interest, if any, on such Securities will be payable, where
         such  Securities may be  surrendered  for  registration  of transfer or
         exchange and where  notices or demands to or upon the Issuer in respect
         of such Securities and this Indenture may be served;

                    (8) The period or periods, if any, within which the price or
         prices at which and the other  terms and  conditions  upon  which  such
         Securities  may,  pursuant  to any  optional  or  mandatory  redemption
         provisions,  be redeemed,  as a whole or in part,  at the option of the
         Issuer;

                    (9) The obligation,  if any, of the Issuer to redeem,  repay
         or purchase such  Securities  pursuant to any sinking fund or analogous
         provision  or at the  option  of a holder  thereof,  and the  period or
         periods within which,  the price or prices at which and the other terms
         and conditions upon which such  Securities will be redeemed,  repaid or
         purchased, as a whole or in part, pursuant to such obligation;

                   (10)  The  denominations  in  which  any  Securities  will be
         issuable,  if other than  denominations  of U.S.$1,000 and any integral
         multiple thereof;

                   (11) If other than  Dollars,  the currency or  currencies  in
         which such  Securities  are  denominated  and  payable,  which may be a
         foreign  currency  or  units  of two or more  foreign  currencies  or a
         composite  currency  or  currencies,  the  manner  of  determining  the
         equivalent  thereof  in  Dollars  for  purposes  of the  definition  of
         "Outstanding"  in Section 1.01, and the terms and  conditions  relating
         thereto;

                   (12)  Whether  the amount of payments  of  principal  of (and
         premium,  if any, including any amount due upon redemption,  if any) or
         interest,  if any, on such  Securities may be determined with reference
         to an index,  formula or other method (which  index,  formula or method
         may, but need not be,  based on the yield on or trading  price of other
         securities,  including  United  States  Treasury  securities  or  on  a
         currency, currencies,  currency unit or units, or composite currency or
         currencies) and the manner in which such amounts shall be determined;

                   (13)  Whether  the  principal  of  (and  premium,  if any) or
         interest  on the  Securities  of the series are to be  payable,  at the
         election  of  the  Issuer  or  a  holder  thereof,  in  a  currency  or
         currencies,  currency unit or units or composite currency or currencies
         other than that in which such  Securities are  denominated or stated to
         be  payable,  the period or  periods  within  which,  and the terms and
         conditions  upon which,  such  election  may be made,  and the time and
         manner of, and identity of the exchange rate agent with  responsibility
         for,  determining the exchange rate between the currency or currencies,
         currency  unit or units or composite  currency or  currencies  in which
         such  Securities  are  denominated  or  stated  to be  payable  and the
         currency or currencies, currency unit or units or composite currency or
         currencies in which such Securities are to be so payable;

                   (14)  Provisions,  if any,  granting  special  rights  to the
         holders of Securities of the series upon the  occurrence of such events
         as may be specified;

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

                   (16) Whether and under what circumstances the Issuer will pay
         any  additional  amounts  on such  Securities  in  respect  of any tax,
         assessment or  governmental  charge and, if so, whether the Issuer will
         have the  option  to redeem  such  Securities  in lieu of  making  such
         payment;
<PAGE>
                   (17) Whether  Securities  of the series are to be issuable as
         Registered  Securities,  Bearer Securities (with or without coupons) or
         both,  any  restrictions  applicable to the offer,  sale or delivery of
         Bearer  Securities  and the terms upon which Bearer  Securities  of the
         series may be exchanged  for  Registered  Securities  of the series and
         vice versa (if permitted by applicable laws and  regulations),  whether
         any Securities of the series are to be issuable  initially in temporary
         global form and whether any Securities of the series are to be issuable
         in permanent  global form with or without  coupons and, if so,  whether
         beneficial  owners of interests in any such permanent  global  Security
         may exchange such  interests for  Securities of such series and of like
         tenor of any authorized  form and  denomination  and the  circumstances
         under which any such  exchanges may occur,  if other than in the manner
         provided in the Indenture,  and, if Registered Securities of the series
         are to be issuable as a Global Security, the identity of the depository
         for such series;

                   (18) The date as of which any Bearer Securities of the series
         and any temporary Global Security representing  outstanding  Securities
         of the  series  shall  be dated  if  other  than  the date of  original
         issuance of the first Security of the series to be issued;

                   (19)  The  Person  to whom  any  interest  on any  Registered
         Security of the series  shall be  payable,  if other than the Person in
         whose name that  Security (or one or more  Predecessor  Securities)  is
         registered at the close of business on the Regular Record Date for such
         interest,  the manner in which,  or the Person to whom, any interest on
         any Bearer  Security of the series shall be payable,  if otherwise than
         upon presentation and surrender of the coupons  appertaining thereto as
         they severally mature, and the extent to which, or the manner in which,
         any  interest  payable on a  temporary  Global  Security on an Interest
         Payment Date will be paid if other than in the manner provided herein;

                   (20) Whether such  Securities  will be issued in certificated
or book entry form;

                   (21)  The  applicability,  if  any,  of  the  defeasance  and
         covenant  defeasance  provisions  of  Article  Fifteen  hereof  to  the
         Securities of the series;

                   (22) The  terms  and  conditions,  if any,  under  which  the
         Securities may be converted or exchanged  into other  securities of the
         Issuer or any other Person;

                   (23) 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/or  terms  of  such  certificates,   documents  or
         conditions; and

                   (24)    Any other terms of the series (which terms shall not 
         be inconsistent with the provisions of this Indenture).

                  All Securities of any one series and the coupons  appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of  Registered  Securities,  as to  denomination  and  except as may
otherwise  be  provided  in or  pursuant  to such Board  Resolution  (subject to
Section  3.03)  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,  without the  consent of the  Holders,  for  issuances  of  additional
Securities of such series.

                  If any of the terms of the  Securities  and  Guarantees of any
series  are   established  by  action  taken  pursuant  to  one  or  more  Board
Resolutions,  a copy  of an  appropriate  record  of  such  action(s)  shall  be
certified by the Secretary or an Assistant Secretary of the Issuer and delivered
to the Trustee at or prior to the delivery of the Officers'  Certificate setting
forth the terms of the Securities of such series.

                  SECTION  3.02.  Denominations.  The  Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by
Section 3.01.  With respect to Securities of any series  denominated in Dollars,
in the absence of any such  provisions  with  respect to the  Securities  of any
series,  the Securities of such series,  other than Global Securities (which may
be of any  denomination),  shall be issuable in  denominations of $1,000 and any
integral multiple thereof.

                  SECTION 3.03. Execution, Authentication,  Delivery and Dating.
The Securities and any coupons  appertaining thereto shall be executed on behalf
of the Issuer by its  Chairman of the Board,  its  President  or one of its Vice
Presidents,  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 and coupons may be manual or facsimile  signatures of
the  present or any future  such  authorized  officer  and may be  imprinted  or
otherwise reproduced on the Securities.
<PAGE>
                  Securities   or  coupons   bearing  the  manual  or  facsimile
signatures of individuals who were at any time the proper officers of the Issuer
shall bind the Issuer, 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  or
coupons.
                  At any time and from  time to time  after  the  execution  and
delivery of this  Indenture,  the Issuer may deliver  Securities  of any series,
together  with any coupon  appertaining  thereto,  executed by the Issuer to the
Trustee for authentication, together with an Issuer Order for the authentication
and delivery of such  Securities,  and the Trustee in accordance with the Issuer
Order shall  authenticate  and make  available  for  delivery  such  Securities;
provided,  however,  that, in connection with its original  issuance,  no Bearer
Security  shall be mailed or  otherwise  delivered to any location in the United
States;  and provided further that,  unless otherwise  specified with respect to
any series of  Securities  pursuant to Section  3.01,  a Bearer  Security may be
delivered in connection  with its original  issuance only if the Person entitled
to receive such Bearer  Security shall have furnished a certificate to Euroclear
or  CEDEL,  as the case may be,  in the form set  forth in  Exhibit  B-1 to this
Indenture  or such other  certificate  as may be  specified  with respect to any
series of  Securities  pursuant to Section  3.01,  dated no earlier than 15 days
prior to the earlier of the date on which such Bearer  Security is delivered and
the date on which any temporary  Security  first becomes  exchangeable  for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture.  If any Security shall be  represented  by a permanent  global Bearer
Security, then, for purposes of this Section and Section 3.04, the notation of a
beneficial  owner's interest therein upon original  issuance of such Security or
upon exchange of a portion of a temporary  Global Security shall be deemed to be
delivery in connection  with its original  issuance of such  beneficial  owner's
interest in such permanent Global Security. Except as permitted by Section 3.06,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
appurtenant coupons for interest then matured have been detached and canceled.

                  If all the  Securities  of any  series are not to be issued at
one time and if the Board Resolution or supplemental indenture establishing such
series shall so permit, such Issuer Order may set forth procedures acceptable to
the Trustee for the issuance of such  Securities  and  determining  the terms of
particular Securities of such series, such as interest rate or formula, maturity
date,  date  of  issuance  and  date  from  which  interest  shall  accrue.   In
authenticating  such Securities,  and accepting the additional  responsibilities
under this  Indenture  in relation  to such  Securities,  the  Trustee  shall be
entitled to receive,  and (subject to TIA Section 3.15(a) through 3.15(d)) shall
be fully protected in relying upon,

                    (i)    an Opinion of Counsel stating that

                           (a) the  form or  forms  of such  Securities  and any
                  coupons  have  been   established   in  conformity   with  the
                  provisions of this Indenture;

                           (b) the terms of such Securities and any coupons have
                  been  established  in conformity  with the  provisions of this
                  Indenture;

                           (c)  such  Securities,   together  with  any  coupons
                  appertaining thereto, when completed by appropriate insertions
                  and  executed  and  delivered by the Issuer to the Trustee for
                  authentication    in   accordance    with   this    Indenture,
                  authenticated  and made  available for delivery by the Trustee
                  in accordance  with this Indenture and issued by the Issuer in
                  the manner and  subject to any  conditions  specified  in such
                  Opinion of Counsel,  will constitute legal,  valid and legally
                  binding  obligations of the Issuer,  enforceable in accordance
                  with   their   terms,   subject  to   applicable   bankruptcy,
                  insolvency,  fraudulent  transfer,  reorganization  and  other
                  similar laws of general applicability relating to or affecting
                  the enforcement of creditors'  rights generally and to general
                  equitable principles; and

                           (d) that all laws and  requirements in respect of the
                  execution and delivery by the Issuer of such  Securities  have
                  been complied with.

                   (ii) an Officers'  Certificate  stating  that all  conditions
         precedent  provided for in this  Indenture  relating to the issuance of
         the  Securities  have been  complied  with and that, to the best of the
         knowledge of the signers of such certificate,  that no Event of Default
         with  respect  to any of the  Securities  shall  have  occurred  and be
         continuing.

If such  form or terms  have  been so  established,  the  Trustee  shall  not be
required  to  authenticate  such  Securities  if the  issue  of such  Securities
pursuant  to this  Indenture  will  affect the  Trustee's  own  rights,  duties,
obligations  or immunities  under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.
<PAGE>
                  Notwithstanding  the  provisions  of  Section  3.01 and of the
preceding paragraph, if all the Securities of any series are not to be issued at
one  time,  it shall  not be  necessary  to  deliver  an  Officers'  Certificate
otherwise required pursuant to Section 3.01 or an Issuer Order, or an Opinion of
Counsel or an Officers' Certificate otherwise required pursuant to the preceding
paragraph  at the time of issuance of each  Security  of such  series,  but such
order,  opinion and certificates,  with appropriate  modifications to cover such
future  issuances,  shall be  delivered at or before the time of issuance of the
first Security of such series.
                  Each  Registered  Security  shall  be  dated  the  date of its
authentication  and each Bearer Security shall be dated as of the date specified
as contemplated by Section 3.01.
                  No Security or coupon  shall be entitled to any benefit  under
this Indenture or be valid or obligatory for any purpose unless there appears on
such  Security  or Security to which such coupon  appertains  a  certificate  of
authentication  substantially  in the form  provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered  hereunder and is entitled to
the benefits of this Indenture.  Notwithstanding the foregoing,  if any Security
(including  a Global  Security)  shall  have been  authenticated  and  delivered
hereunder but never issued and sold by the Issuer,  and the Issuer shall deliver
such  Security  to the  Trustee for  cancellation  as  provided in Section  3.09
together with a written  statement  (which need not comply with Section 1.02 and
need not be accompanied by an Opinion of Counsel) stating that such Security has
never been issued and sold by the  Issuer,  for all  purposes of this  Indenture
such  Security  shall be deemed never to have been  authenticated  and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

                  SECTION   3.04.   Temporary   Securities.   (a)   Pending  the
preparation of definitive  Securities of any series, the Issuer may execute, and
upon  Issuer  Order  the  Trustee  shall  authenticate  and make  available  for
delivery,  temporary  Securities which are printed,  lithographed,  typewritten,
mimeographed   or   otherwise   produced,   in  any   authorized   denomination,
substantially  of the tenor of the  definitive  Securities in lieu of which they
are issued,  in registered  form, or, if authorized,  in bearer form with one or
more  coupons  or  without  coupons,  and  with  such  appropriate   insertions,
omissions,  substitutions  and other  variations as the officers  executing such
Securities may determine,  as conclusively  evidenced by their execution of such
Securities.  In the case of Securities of any series, such temporary  Securities
may be in global form.
                  Except in the case of temporary Global Securities (which shall
be  exchanged  as  otherwise  provided  herein or as  otherwise  provided  in or
pursuant  to a Board  Resolution),  if  temporary  Securities  of any series are
issued,  the  Issuer  will  cause  definitive  Securities  of that  series to be
prepared  without  unreasonable  delay.  After  the  preparation  of  definitive
Securities  of such series,  the  temporary  Securities  of such series shall be
exchangeable  for  definitive  Securities  of such series upon  surrender of the
temporary  Securities  of such series at the office or agency of the Issuer in a
Place of Payment for that series,  without charge to the Holder.  Upon surrender
for  cancellation  of any  one  or  more  temporary  Securities  of  any  series
(accompanied by any non-matured coupons appertaining  thereto), the Issuer shall
execute and the Trustee shall  authenticate  and make  available for delivery in
exchange  therefor a like principal amount of definitive  Securities of the same
series of authorized denominations; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security; and
provided  further  that a  definitive  Bearer  Security  shall be  delivered  in
exchange for a temporary  Bearer Security only in compliance with the conditions
set forth in Section 3.03. 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.
                  (b)  Unless  otherwise  provided  in or  pursuant  to a  Board
Resolution,  the following  provisions of this Section  3.04(b) shall govern the
exchange  of  temporary  Securities  other than  through the  facilities  of The
Depository  Trust Company.  If any such  temporary  Security is issued in global
form,  then such temporary  Global  Security shall,  unless  otherwise  provided
therein,  be delivered to the London office of a depository or common depository
(the "Common Depository"), for the benefit of Euroclear and CEDEL, for credit to
the respective  accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).
                  Without  unnecessary delay but in any event not later than the
date  specified in, or determined  pursuant to the terms of, any such  temporary
Global Security (the "Exchange  Date"),  the Issuer shall deliver to the Trustee
definitive  Securities,  in aggregate  principal  amount equal to the  principal
amount of such temporary  Global Security,  executed by the Issuer.  On or after
the Exchange Date,  such temporary  Global  Security shall be surrendered by the
Common Depository to the Trustee,  as the Issuer's agent for such purpose, to be
exchanged,  in whole or from  time to time in part,  for  definitive  Securities
without charge, and the Trustee shall authenticate and deliver,  in exchange for
each portion of such temporary  Global  Security,  an equal aggregate  principal
amount of definitive  Securities of the same series of authorized  denominations
and of like  tenor  as the  portion  of such  temporary  Global  Security  to be
exchanged.  The  definitive  Securities to be delivered in exchange for any such
temporary Global Security shall be in bearer form,  registered  form,  permanent

<PAGE>
global  bearer form or permanent  global  registered  form,  or any  combination
thereof,  as specified as  contemplated by Section 3.01, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however,  that,  unless  otherwise  specified in such temporary Global Security,
upon such presentation by the Common Depository,  such temporary Global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary Global Security held for
its account then to be exchanged and a certificate  dated the Exchange Date or a
subsequent  date and signed by CEDEL as to the portion of such temporary  Global
Security held for its account then to be  exchanged,  each in the form set forth
in Exhibit  B-2 to this  Indenture  or in such other form as may be  established
pursuant to Section 3.01; and provided further that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary Global Security only
in compliance with the requirements of Section 3.03.

                  Unless otherwise  specified in such temporary Global Security,
the  interest of a  beneficial  owner of  Securities  of a series in a temporary
Global Security shall be exchanged for definitive  Securities of the same series
and of like tenor following the Exchange Date when the account holder  instructs
Euroclear or CEDEL,  as the case may be, to request such  exchange on his behalf
and  delivers to Euroclear or CEDEL,  as the case may be, a  certificate  in the
form set forth in Exhibit B-1 to this Indenture (or in such other form as may be
established  pursuant to Section  3.01),  dated no earlier than 15 days prior to
the Exchange  Date,  copies of which  certificate  shall be  available  from the
offices of Euroclear and CEDEL, the Trustee,  any Authenticating Agent appointed
for such series of Securities and each Paying Agent.  Unless otherwise specified
in such  temporary  Global  Security,  any such  exchange  shall be made free of
charge to the beneficial owners of such temporary Global Security, except that a
Person receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL. Definitive Securities
in bearer form to be delivered in exchange for any portion of a temporary Global
Security shall be delivered only outside the United States.

                  Until exchanged in full as hereinabove provided, the temporary
Securities  of any series shall in all respects be entitled to the same benefits
under this  Indenture as  definitive  Securities  of the same series and of like
tenor  authenticated  and delivered  hereunder,  except that,  unless  otherwise
specified  as  contemplated  by Section  3.01,  interest  payable on a temporary
Global  Security  on an  Interest  Payment  Date for  Securities  of such series
occurring  prior to the  applicable  Exchange Date shall be payable to Euroclear
and CEDEL on such Interest  Payment Date upon delivery by Euroclear and CEDEL to
the Trustee of a certificate  or  certificates  in the form set forth in Exhibit
B-2 to this Indenture (or in such other forms as may be established  pursuant to
Section  3.01),  for credit without  further  interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial owners
of such  temporary  Global  Security on such Interest  Payment Date and who have
each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest  Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit B-1 to this Indenture (or in such
other forms as may be  established  pursuant to Section  3.01).  Notwithstanding
anything to the contrary herein contained,  the certifications  made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 3.04(b) and of the third paragraph of Section 3.03 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary Global Security with respect to which such  certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of  certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners.  Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a beneficial  interest in a temporary  Global  Security  will be
made unless and until such interest in such temporary Global Security shall have
been  exchanged  for an  interest  in a  definitive  Security.  Any  interest so
received  by  Euroclear  and  CEDEL  and not paid as  herein  provided  shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Issuer.

                  SECTION  3.05.  Registration,  Registration  of  Transfer  and
Exchange. The Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee  or in any  office  or  agency  of the  Issuer  in a Place of  Payment a
register for each series of Securities (the registers  maintained in such office
or in any such office or agency of the Issuer in a Place of Payment being herein
sometimes referred to collectively as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for
the  registration  of  Registered  Securities  and of  transfers  of  Registered
Securities.  The  Security  Register  shall be in written form or any other form
capable of being  converted  into  written form within a  reasonable  time.  The
Trustee,  at its Corporate Trust Office, is hereby initially appointed "Security
Registrar" for the purpose of registering Registered Securities and transfers of
Registered Securities on such Security Register as herein provided. In the event
that the Trustee shall cease to be Security  Registrar,  it shall have the right
to examine the Security Register at all reasonable times.
<PAGE>
                  Subject to the provisions of this Section 3.05, upon surrender
for  registration  of transfer of any  Registered  Security of any series at any
office or agency of the Issuer in a Place of Payment for that series, the Issuer
shall  execute,  and the  Trustee  shall  authenticate  and make  available  for
delivery, in the name of the designated  transferee or transferees,  one or more
new Registered  Securities of the same series,  of any authorized  denominations
and of a like aggregate principal amount, bearing a number not contemporaneously
outstanding, and containing identical terms and provisions.

                  Subject to the  provisions of this Section 3.05, at the option
of the Holder,  Registered  Securities  of any series may be exchanged for other
Registered  Securities of the same series,  of any  authorized  denomination  or
denominations  and of a like aggregate  principal amount,  containing  identical
terms  and  provisions,  upon  surrender  of  the  Registered  Securities  to be
exchanged at any such office or agency.  Whenever any such Registered Securities
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate  and make available for delivery,  the Registered  Securities which
the Holder  making  the  exchange  is  entitled  to  receive.  Unless  otherwise
specified  with respect to any series of Securities as  contemplated  by Section
3.01, Bearer Securities may not be issued in exchange for Registered Securities.

                  If (but only if) permitted by the applicable  Board Resolution
and (subject to Section 3.03) set forth in the applicable Officers' Certificate,
or in any indenture  supplemental  hereto,  delivered as contemplated by Section
3.01,  at the  option of the  Holder,  Bearer  Securities  of any  series may be
exchanged  for  Registered  Securities  of the  same  series  of any  authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency,  with all
unmatured  coupons and all matured coupons in default thereto  appertaining.  If
the Holder of a Bearer  Security is unable to produce any such unmatured  coupon
or coupons or matured coupon or coupons in default,  any such permitted exchange
may be effected if the Bearer  Securities  are  accompanied  by payment in funds
acceptable  to the Issuer in an amount  equal to the face amount of such missing
coupon or coupons,  or the  surrender of such  missing  coupon or coupons may be
waived by the Issuer and the Trustee if there is furnished to them such security
or  indemnity  as they may  require  to save each of them and any  Paying  Agent
harmless.  If  thereafter  the Holder of such  Security  shall  surrender to any
Paying  Agent any such missing  coupon in respect of which such a payment  shall
have been made,  such  Holder  shall be  entitled  to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 11.06,
interest  represented  by coupons  shall be payable only upon  presentation  and
surrender  of those  coupons at an office or agency  located  outside the United
States.  Notwithstanding the foregoing,  in case a Bearer Security of any series
is  surrendered  at any such  office  or agency in a  permitted  exchange  for a
Registered  Security  of the same  series  and like  tenor  after  the  close of
business at such office or agency on (i) any Regular  Record Date and before the
opening of business at such office or agency on the  relevant  Interest  Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer  Security shall be surrendered  without the coupon  relating to such
Interest  Payment  Date or proposed  date for  payment,  as the case may be, and
interest or Defaulted Interest,  as the case may be, will not be payable on such
Interest  Payment  Date or  proposed  date for  payment,  as the case may be, in
respect of the Registered  Security issued in exchange for such Bearer Security,
but will be payable  only to the Holder of such  coupon  when due in  accordance
with  the  provisions  of  this  Indenture.   Whenever  any  Securities  are  so
surrendered  for  exchange,  the Issuer  shall  execute,  and the Trustee  shall
authenticate  and make available for delivery,  the Securities  which the Holder
making the exchange is entitled to receive.

                  Notwithstanding  the foregoing,  except as otherwise specified
as  contemplated  by  Section  3.01,  any  permanent  Global  Security  shall be
exchangeable  only as  provided in this  paragraph.  If the  depository  for any
permanent Global Security is The Depository Trust Company ("DTC"),  then, unless
the terms of such Global  Security  expressly  permit such Global Security to be
exchanged in whole or in part for definitive  Securities,  a Global Security may
be  transferred,  in whole but not in part,  only to a nominee  of DTC,  or by a
nominee  of DTC to DTC,  or to a  successor  to DTC  for  such  Global  Security
selected or approved by the Issuer or to a nominee of such  successor to DTC. If
at any time DTC  notifies  the Issuer that it is unwilling or unable to continue
as depository for the applicable Global Security or Securities or if at any time
DTC ceases to be a clearing agency registered under the Securities  Exchange Act
of 1934 if so required by applicable law or regulation, the Issuer shall appoint
a successor  depository with respect to such Global  Security or Securities.  If
(x) a  successor  depository  for such  Global  Security  or  Securities  is not
appointed by the Issuer within 90 days after the Issuer  receives such notice or
becomes aware of such unwillingness, inability or ineligibility, (y) an Event of
Default has occurred and is continuing and the beneficial owners  representing a
majority in principal amount of the applicable series of Securities  represented
by such Global  Security or Securities  advise DTC to cease acting as depository
for  such  Global  Security  or  Securities  or (z)  the  Issuer,  in  its  sole
discretion, determines at any time that all Outstanding Securities (but not less
than all) of any series  issued or  issuable  in the form of one or more  Global
Securities shall no longer be represented by such Global Security or Securities,
then the Issuer shall execute,  and the Trustee shall  authenticate  and deliver
definitive  Securities of like series,  rank, tenor and terms in definitive form
in an aggregate  principal  amount equal to the principal  amount of such Global
Security or Securities.  If any  beneficial  owner of an interest in a permanent
global  Security is otherwise  entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 3.01 and provided that
any applicable  notice provided in the permanent Global Security shall have been
given,  then  without  unnecessary  delay but in any  event  not later  than the
earliest  date on which such  interest  may be so  exchanged,  the Issuer  shall
execute,  and the Trustee  shall  authenticate  and make  available for delivery
definitive  Securities  in aggregate  principal  amount  equal to the  principal

<PAGE>
amount of such beneficial owner's interest in such permanent Global Security. On
or after the earliest date on which such  interests  may be so  exchanged,  such
permanent Global Security shall be surrendered for exchange by DTC or such other
depository as shall be specified in the Issuer Order with respect thereto to the
Trustee, as the Issuer's agent for such purpose; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any  selection  of  Securities  to be redeemed and ending on the relevant
Redemption  Date if the  Security for which  exchange is requested  may be among
those  selected for  redemption;  and provided  further that no Bearer  Security
delivered  in exchange  for a portion of a permanent  Global  Security  shall be
mailed or  otherwise  delivered  to any  location  in the  United  States.  If a
Registered  Security is issued in exchange for any portion of a permanent Global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the  relevant  Interest  Payment  Date,  or (ii) any Special
Record  Date and the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case  may be,  will  not be  payable  on such  Interest  Payment  Date or
proposed  date for  payment,  as the case may be, in respect of such  Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment,  as the case may be, only to the Person to whom  interest in respect of
such portion of such permanent Global Security is payable in accordance with the
provisions of this Indenture.

                  All  Securities  issued upon any  registration  of transfer or
exchange of Securities shall be the valid obligations of the Issuer,  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  Registered   Security   presented  or  surrendered  for
registration of transfer or for exchange or redemption  shall (if so required by
the Issuer or the Security  Registrar) be duly endorsed,  or be accompanied by a
written  instrument of transfer in form satisfactory to the Issuer,  the Trustee
and the Security Registrar,  duly executed by the Holder thereof or his attorney
duly authorized in writing.

                  No  service  charge  shall  be made  for any  registration  of
transfer or exchange of Securities,  but the Issuer 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 3.04, 9.06, 11.07 or 14.05 not involving any
transfer.

                  The  Issuer  or  the  Trustee,  as  applicable,  shall  not be
required (i) to issue, register the transfer of or exchange any Security if such
Security may be among those selected for redemption during a period beginning at
the opening of business 15 days before the mailing of a notice of  redemption of
the  Securities  to be redeemed  under  Section 11.03 and ending at the close of
business on (A) if such  Securities are issuable only as Registered  Securities,
the day of such mailing of the  relevant  notice of  redemption  and (B) if such
Securities are issuable as Bearer  Securities,  the day of the first publication
of the relevant notice of redemption or, if such Securities are also issuable as
Registered  Securities and there is no publication,  the mailing of the relevant
notice of  redemption,  or (ii) to register  the  transfer  of or  exchange  any
Registered  Security so selected for redemption in whole or in part,  except, in
the case of any Registered  Security to be redeemed in part, the portion thereof
not to be  redeemed,  or (iii) to exchange  any Bearer  Security so selected for
redemption  except that such a Bearer Security may be exchanged for a Registered
Security of that series and like tenor,  provided that such Registered  Security
shall be simultaneously  surrendered for redemption,  or (iv) to issue, register
the  transfer  of or  exchange  any  Security  which  has been  surrendered  for
repayment  at the option of the  Holder,  except the  portion,  if any,  of such
Security not to be so repaid.

                  Each Holder of a Security  agrees to indemnify  the Issuer and
the Trustee against any liability that may result from the transfer, exchange or
assignment  of such  Holder's  Security in violation of any  provisions  of this
Indenture and/or applicable United States Federal or state securities law.

                  SECTION   3.06.   Mutilated,   Destroyed,   Lost  and   Stolen
Securities.  If any  mutilated  Security or a Security  with a mutilated  coupon
appertaining  to it is surrendered to the Trustee or the Issuer,  together with,
in proper cases,  such security or indemnity as may be required by the Issuer or
the  Trustee to save each of them or any agent of either of them  harmless,  the
Issuer shall execute and the Trustee shall  authenticate and deliver in exchange
therefor a new  Security of the same  series and  principal  amount,  containing
identical  terms  and  provisions  and  bearing a number  not  contemporaneously
outstanding,  with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security.

                  If there shall be  delivered  to the Issuer and to the Trustee
(i)  evidence to their  satisfaction  of the  destruction,  loss or theft of any
Security or coupon,  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 Issuer or the Trustee that such  Security or coupon has
been  acquired by a bona fide  purchaser,  the Issuer shall execute and upon its
request  the  Trustee  shall  authenticate  and  deliver,  in lieu  of any  such

<PAGE>
destroyed,  lost or stolen  Security or in exchange  for the Security to which a
destroyed,  lost or stolen coupon  appertains (with all appurtenant  coupons not
destroyed,  lost or stolen),  a new  Security  of the same series and  principal
amount,  containing  identical  terms and  provisions  and  bearing a number not
contemporaneously  outstanding,  with coupons  corresponding to the coupons,  if
any, appertaining to such destroyed,  lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.
                  Notwithstanding the provisions of the previous two paragraphs,
in case any such  mutilated,  destroyed,  lost or stolen  Security or coupon has
become or is about to become due and payable,  the Issuer in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such destroyed,  lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains,  pay such Security or
coupon;  provided,  however, that payment of principal of (and premium), and any
interest on, Bearer  Securities shall,  except as otherwise  provided in Section
11.06,  be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 3.01, any interest on
Bearer  Securities shall be payable only upon  presentation and surrender of the
coupons appertaining thereto.
                  Upon the issuance of any new Security under this Section,  the
Issuer 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 and counsel of its
selection) connected therewith.
                  Every new  Security  of any series with its  coupons,  if any,
issued  pursuant  to  this  Section  in lieu of any  destroyed,  lost or  stolen
Security,  or in exchange  for a Security to which a  destroyed,  lost or stolen
coupon  appertains,   shall  constitute  an  original   additional   contractual
obligation of the Issuer, whether or not the destroyed,  lost or stolen Security
and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any
time  enforceable  by anyone,  and shall be entitled to all the benefits of this
Indenture equally and proportionately  with any and all other Securities of that
series and their coupons, if any, 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 or
coupons.

                  SECTION 3.07. Payment of Interest;  Interest Rights Preserved.
Except  as  otherwise  specified  with  respect  to a series  of  Securities  in
accordance  with the  provisions  of Section  3.01,  interest on any  Registered
Security that is payable,  and is  punctually  paid or duly provided for, on any
Interest  Payment  Date shall be paid to the Person in whose name that  Security
(or one or more  Predecessor  Securities) is registered at the close of business
on the  Regular  Record  Date for such  interest  at the office or agency of the
Issuer maintained for such purpose pursuant to Section 10.02; provided, however,
that each installment of interest on any Registered Security may at the Issuer's
option be paid by (i) mailing a check for such interest,  payable to or upon the
written order of the Person  entitled  thereto  pursuant to Section 3.08, to the
address of such Person as it appears on the Security  Register or (ii)  transfer
to an account maintained by the payee located inside the United States.

                  Unless otherwise provided as contemplated by Section 3.01 with
respect to the Securities of any series, payment of interest may be made, in the
case of a Bearer  Security,  by transfer to an account  maintained  by the payee
with a bank located outside the United States.

                  Unless  otherwise  provided as  contemplated  by Section 3.01,
every permanent  global Security will provide that interest,  if any, payable on
any Interest  Payment Date will be paid to DTC,  Euroclear  and/or CEDEL, as the
case may be, with respect to that portion of such permanent global Security held
for its account by Cede & Co. or the Common Depository,  as the case may be, for
the purpose of  permitting  such party to credit the interest  received by it in
respect of such  permanent  global  Security to the  accounts of the  beneficial
owners thereof.

                  In case a Bearer  Security  of any  series is  surrendered  in
exchange  for a  Registered  Security of such series after the close of business
(at an office or agency in a Place of Payment  for such  series) on any  Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest  Payment Date and interest will not
be payable on such Interest  Payment Date in respect of the Registered  Security
issued in exchange  for such Bearer  Security,  but will be payable  only to the
Holder  of such  coupon  when  due in  accordance  with the  provisions  of this
Indenture.

                  Except as  otherwise  specified  with  respect  to a series of
Securities in accordance  with the  provisions of Section 3.01,  any interest on
any  Registered  Security of any series that is payable,  but is not  punctually
paid  or  duly  provided  for,  on any  Interest  Payment  Date  (herein  called
"Defaulted  Interest")  shall  forthwith  cease to be payable to the  registered
Holder thereof on the relevant Regular Record Date by virtue of having been such
Holder,  and such Defaulted  Interest may be paid by the Issuer, at its election
in each case, as provided in clause (1) or (2) below:
<PAGE>

                    (1) The  Issuer may elect to make  payment of any  Defaulted
         Interest  to the Persons in whose names the  Registered  Securities  of
         such series (or their respective Predecessor Securities) are registered
         at the close of  business  on a Special  Record Date for the payment of
         such Defaulted Interest,  which shall be fixed in the following manner.
         The  Issuer  shall  notify  the  Trustee  in  writing  of the amount of
         Defaulted  Interest proposed to be paid on each Registered  Security of
         such series and the date of the  proposed  payment  (which shall not be
         less than 20 days after such notice is received by the Trustee), and at
         the same time the Issuer  shall  deposit  with the Trustee an amount of
         money  in the  currency  or  currencies,  currency  unit  or  units  or
         composite currency or currencies in which the Securities of such series
         are payable (except as otherwise specified pursuant to Section 3.01 for
         the Securities of such series) equal to the aggregate  amount  proposed
         to be  paid in  respect  of  such  Defaulted  Interest  or  shall  make
         arrangements  satisfactory  to the Trustee for such deposit on or prior
         to the date of the proposed  payment,  such money when  deposited to be
         held in trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided.  Thereupon the Trustee shall fix a
         Special  Record Date for the payment of such  Defaulted  Interest which
         shall be not more than 15 days and not less  than 10 days  prior to the
         date of the  proposed  payment  and not  less  than 10 days  after  the
         receipt  by the  Trustee  of the notice of the  proposed  payment.  The
         Trustee shall  promptly  notify the Issuer of such Special  Record Date
         and, in the name and at the expense of the Issuer,  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  Registered  Securities  of such  series at his address as it
         appears in the  Security  Register  not less than 10 days prior to such
         Special  Record Date. The Trustee may, in its  discretion,  in the name
         and  at the  expense  of the  Issuer,  cause  a  similar  notice  to be
         published  at least once in an  Authorized  Newspaper  in each Place of
         Payment,  but such publications  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 the Registered  Securities of such series
         (or their  respective  Predecessor  Securities)  are  registered at the
         close of  business on such  Special  Record Date and shall no longer be
         payable pursuant to the following clause (2). In case a Bearer Security
         of any  series  is  surrendered  at the  office or agency in a Place of
         Payment for such series in exchange for a  Registered  Security of such
         series  after the  close of  business  at such  office or agency on any
         Special  Record  Date and before the opening of business at such office
         or  agency  on the  related  proposed  date for  payment  of  Defaulted
         Interest,  such Bearer Security shall be surrendered without the coupon
         relating to such proposed  date of payment and Defaulted  Interest will
         not be  payable  on such  proposed  date of  payment  in respect of the
         Registered  Security issued in exchange for such Bearer  Security,  but
         will  be  payable  only  to the  Holder  of  such  coupon  when  due in
         accordance with the provisions of this Indenture.

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

                  Subject  to the  foregoing  provisions  of  this  Section  and
Section 3.05, 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 3.08. Persons Deemed Owners.  Prior to due presentment
of a Registered  Security for registration of transfer,  the Issuer, the Trustee
and any agent of the  Issuer or the  Trustee  may treat the Person in whose name
such  Registered  Security is  registered  as the owner of such Security for the
purpose of  receiving  payment of principal  of (and  premium),  and (subject to
Sections 3.05 and 3.07) interest on, such Registered  Security and for all other
purposes  whatsoever,  whether or not such Registered  Security be overdue,  and
neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall
be affected  by notice to the  contrary.  All such  payments so made to any such
Person,  or upon such Person's order,  shall be valid, and, to the extent of the
sum or sums so paid,  effectual to satisfy and discharge the liability for money
payable upon any such Security.

                  Title to any  Bearer  Security  and any  coupons  appertaining
thereto  shall pass by  delivery.  The Issuer,  the Trustee and any agent of the
Issuer or the Trustee may treat the Holder of any Bearer Security and the Holder
of any coupon as the absolute  owner of such  Security or coupon for the purpose
of receiving  payment  thereof or on account  thereof and for all other purposes
whatsoever,  whether or not such Security or coupon be overdue,  and neither the
Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected
by notice to the contrary.
<PAGE>

                  No Holder of any  beneficial  interest in any Global  Security
held on its behalf by a depository  shall have any rights  under this  Indenture
with respect to such Global Security and such depository shall be treated by the
Issuer, the Trustee,  and any agent of the Issuer or the Trustee as the owner of
such Global  Security  for all  purposes  whatsoever.  None of the  Issuer,  the
Trustee, any Paying Agent or the Security Registrar will have any responsibility
or  liability  for any aspect of the records  relating  to or  payments  made on
account  of  beneficial   ownership  interests  of  a  Global  Security  or  for
maintaining,  supervising or reviewing any records  relating to such  beneficial
ownership interests.

                  Notwithstanding  the  foregoing,  with  respect  to any Global
Security,  nothing herein shall prevent the Issuer, the Trustee, or any agent of
the Issuer or the  Trustee,  from giving  effect to any  written  certification,
proxy or other  authorization  furnished by any  depository,  as a Holder,  with
respect to such Global Security or impair, as between such depository and owners
of  beneficial  interests in such Global  Security,  the  operation of customary
practices  governing  the  exercise  of the  rights of such  depository  (or its
nominee) as Holder of such Global Security.

                  SECTION  3.09.   Cancellation.   All  Securities  and  coupons
surrendered  for  payment,  redemption,  repayment  at the option of the Holder,
registration  of transfer or  exchange  or for credit  against any sinking  fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee,  and any such  Securities and coupons and Securities and coupons
surrendered  directly  to the  Trustee  for any such  purpose  shall be promptly
cancelled  by it.  The  Issuer  may at  any  time  deliver  to the  Trustee  for
cancellation any Securities  previously  authenticated  and delivered  hereunder
which the Issuer may have acquired in any manner whatsoever,  and may deliver to
the  Trustee  (or  to  any  other  Person  for  delivery  to  the  Trustee)  for
cancellation any Securities previously  authenticated hereunder which the Issuer
has not issued and sold,  and all  Securities  so  delivered  shall be  promptly
cancelled by the Trustee.  If the Issuer shall so acquire any of the Securities,
however,  such acquisition  shall not operate as a redemption or satisfaction of
the  indebtedness  represented by such Securities  unless and until the same are
surrendered   to  the  Trustee  for   cancellation.   No  Securities   shall  be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this  Section,  except as expressly  permitted by this  Indenture.  Cancelled
Securities and coupons held by the Trustee shall be returned to the Issuer.

                  SECTION  3.10.  Computation  of Interest.  Except as otherwise
specified as  contemplated  by Section 3.01 with  respect to  Securities  of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.

                  SECTION 3.11.  CUSIP Numbers.

                  The Issuer in issuing the Securities  may use "CUSIP"  numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no  representation  is made as to the correctness of such numbers
either  as  printed  on  the  Securities  or as  contained  in any  notice  of a
redemption  and that  reliance  may be placed  only on the other  identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Issuer will  promptly  notify
the Trustee of any change in the "CUSIP" numbers.


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE


                  SECTION 4.01.  Satisfaction  and Discharge of Indenture.  This
Indenture  shall upon Issuer  Request cease to be of further effect with respect
to any series of Securities and any related Guarantees  specified in such Issuer
Request  (except as to any  surviving  rights of  registration  of  transfer  or
exchange of Securities of such series herein  expressly  provided  for), and the
Trustee,  upon  receipt of an Issuer  Order,  and at the  expense of the Issuer,
shall execute instruments in form and substance satisfactory to the Trustee, the
Issuer  and the  Guarantor  acknowledging  satisfaction  and  discharge  of this
Indenture as to such series when

                    (1)    either

                  (A) all  Securities of such series  theretofore  authenticated
         and delivered and all coupons, if any, appertaining thereto (other than
         (i) coupons appertaining to Bearer Securities  surrendered for exchange
         for  Registered  Securities  and maturing  after such  exchange,  whose
         surrender  is not  required  or has been  waived as provided in Section
         3.05,  (ii)  Securities  and  coupons  of such  series  which have been
         destroyed,  lost or stolen  and which  have  been  replaced  or paid as
         provided in Section  3.06,  (iii)  coupons  appertaining  to Securities
         called for redemption and maturing after the relevant  Redemption Date,
         whose surrender has been waived as provided in Section 11.06,  and (iv)
         Securities  and  coupons  of such  series for whose  payment  money has
         theretofore  been deposited in trust or segregated and held in trust by
         the Issuer and thereafter  repaid to the Issuer or discharged from such
         trust, as provided in Section 10.03) have been delivered to the Trustee
         for cancellation; or

                  (B) all  Securities  of such series and, in the case of (i) or
         (ii) below, any coupons appertaining thereto not theretofore  delivered
         to the Trustee for cancellation
<PAGE>

                            (i)     have become due and payable, or

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

                          (iii) if redeemable  at the option of the Issuer,  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 Issuer,

         and  the  Issuer,  in the  case  of  (i),  (ii)  or  (iii)  above,  has
         irrevocably  (except as provided in the second proviso to Section 4.03)
         deposited or caused to be deposited  with the Trustee as trust funds in
         trust for the purpose an amount in the currency or currencies, currency
         unit or  units  or  composite  currency  or  currencies  in  which  the
         Securities of such series are payable,  sufficient to pay and discharge
         the  entire  indebtedness  on such  Securities  and  such  coupons  not
         theretofore  delivered to the Trustee for  cancellation,  for principal
         (and  premium) and interest to the date of such deposit (in the case of
         Securities which have become due and payable) or to the Stated Maturity
         or Redemption Date, as the case may be;

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

                    (3) the Issuer 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 as to such series have been complied with.

                  Notwithstanding   the   satisfaction  and  discharge  of  this
Indenture,  the  obligations  of the Issuer to the Trustee  and any  predecessor
Trustee under Section 6.06, the obligations of the Issuer to any  Authenticating
Agent under Section 6.11 and, if money shall have been  deposited  with and held
by the Trustee  pursuant to  subclause  (B) of clause (1) of this  Section,  the
obligations  of the Trustee under Section 4.02 and the last paragraph of Section
10.03 shall survive.

                  Notwithstanding  the reference to premium under  subclause (B)
of clause (1) of this  Section,  the  Issuer  shall not be  required  to deposit
pursuant  thereto any premium or Make-Whole  Amount that would be payable on the
Securities  of such  series  only  upon  acceleration  of the  Maturity  thereof
pursuant to Section 5.02.

                  SECTION  4.02.  Application  of Trust  Funds.  Subject  to the
provisions of the last paragraph of Section 10.03,  all money deposited with the
Trustee  pursuant  to Section  4.01 shall be held in trust and applied by it, in
accordance  with  the  provisions  of  the  Securities,  the  coupons  and  this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including  the  Issuer  acting  as its own  Paying  Agent) as the  Trustee  may
determine,  to the Persons entitled thereto, of the principal (and premium), and
any interest for whose payment such money has been deposited with or received by
the Trustee,  but such money need not be  segregated  from other funds except to
the extent required by law.

                  SECTION  4.03.  Reinstatement.  If the  Trustee  or the Paying
Agent is  unable  to apply any money in  accordance  with this  Article  Four by
reason  of  any  order  or  judgment  of any  court  or  governmental  authority
enjoining,  restraining or otherwise prohibiting such application,  the Issuer's
obligations  under  this  Indenture  and the  Securities  shall be  revived  and
reinstated as though no deposit had occurred pursuant to this Article Four until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust with  respect to the  Securities;  provided,  however,  that if the Issuer
makes any payment of principal  of or any premium or interest on any  Securities
following the  reinstatement of its obligations,  the Issuer shall be subrogated
to the rights of the Holders of the  Securities to receive such payment from the
money so held by the Trustee or Paying Agent in trust; provided further that, if
the Issuer's  obligations  are revived and  reinstated as herein  provided,  the
Trustee or Paying Agent shall, upon Issuer Request, discharge from trust and pay
to the Issuer all funds (together with the earnings thereon,  if any) previously
deposited  therewith  pursuant to Section  4.02 and  thereupon  the Issuer,  the
Trustee, any Paying Agent and the holders of the Securities of such series shall
be restored severally and respectively to their former positions hereunder as if
no satisfaction and discharge had been effected.


                                    ARTICLE V
                                    REMEDIES

                  SECTION 5.01. Events of Default.  "Event of Default," wherever
used herein with respect to any particular  series of Securities,  means any one
of the  following  events  (whatever  the reason  for such Event of Default  and
whether or not it shall be voluntary or  involuntary or be effected by operation
of law or pursuant to any  judgment,  decree or order of any court or any order,
rule or regulation of any administrative or governmental body):
<PAGE>
                    (1) default in the payment of any  interest on any  Security
         of  that  series  or of any  coupon  appertaining  thereto,  when  such
         interest or coupon  becomes due and payable,  and  continuance  of such
         default for a period of 30 days; or

                    (2) default in the payment of the  principal of (or premium,
         on) any  Security of that series when it becomes due and payable at its
         Maturity; or

                    (3)    default in the deposit of any sinking fund payment, 
         when and as due by the terms of any Security of that series; or

                    (4) default in the performance,  or breach,  of any covenant
         or  warranty  of the  Issuer  in this  Indenture  with  respect  to any
         Security of that series (other than a covenant or warranty 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 60 days  after  there has been  given,  by  registered  or
         certified  mail,  to the Issuer and the  Guarantor by the Trustee or to
         the Issuer or the  Guarantor and the Trustee by the Holders of at least
         25% in principal amount of the Outstanding  Securities of that series a
         written notice specifying such default or breach and requiring it to be
         remedied  and  stating  that  such  notice  is a  "Notice  of  Default"
         hereunder; or

                    (5)  default  under any  bond,  debenture,  note,  mortgage,
         indenture  or  instrument  under  which there may be issued or by which
         there may be secured or evidenced any  indebtedness  for money borrowed
         by the Issuer or the Guarantor (or by any Subsidiary,  the repayment of
         which  the  Issuer or the  Guarantor  has  guaranteed  or for which the
         Issuer or  Guarantor  is directly  responsible  or liable as obligor or
         guarantor),  having an aggregate  principal  amount  outstanding  of at
         least  $20,000,000,  whether  such  indebtedness  now  exists  or shall
         hereafter  be  created,  which  default  shall  have  resulted  in such
         indebtedness  becoming or being  declared due and payable  prior to the
         date on which it would  otherwise have become due and payable,  without
         such indebtedness  having been discharged,  or such acceleration having
         been  rescinded  or  annulled,  within a period of 10 days after  there
         shall have been given,  by registered or certified  mail, to the Issuer
         and the  Guarantor by the Trustee or to the Issuer,  the  Guarantor and
         the Trustee by the Holders of at least 10% in  principal  amount of the
         Outstanding  Securities of that series a written notice specifying such
         default  and  requiring  the  Issuer to cause such  indebtedness  to be
         discharged or cause such  acceleration  to be rescinded or annulled and
         stating that such notice is a "Notice of Default" hereunder; or

                    (6)  the  Issuer  or  the   Guarantor  or  any   Significant
         Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

                         (A) commences a voluntary case,

                         (B)  consents  to the  entry  of an  order  for  relief
                    against it in an involuntary case,

                         (C) consents to the appointment of a Custodian of it or
                    for all or substantially all of its property, or

                         (D) makes a general  assignment  for the benefit of its
                    creditors; or

                         (7) a court of competent  jurisdiction  enters an order
                    or decree under any Bankruptcy Law that:

                         (A) is for relief  against the Issuer or the  Guarantor
                    or any Significant Subsidiary in an involuntary case,

                         (B) appoints a Custodian of the Issuer or the Guarantor
                    or any  Significant  Subsidiary or for all or  substantially
                    all of either of its property, or

                         (C)  orders  the  liquidation  of  the  Issuer  or  the
                    Guarantor or any  Significant  Subsidiary,  and the order or
                    decree remains unstayed and in effect for 90 days; or

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

As used in this Section  5.01,  the term  "Bankruptcy  Law" means title 11, U.S.
Code or any similar  Federal or state law for the relief of debtors and the term
"Custodian" means any receiver,  trustee, assignee,  liquidator or other similar
official under any Bankruptcy Law.
<PAGE>
                  SECTION  5.02.   Acceleration  of  Maturity;   Rescission  and
Annulment.  If an Event of Default with respect to  Securities  of any series at
the time  Outstanding  occurs and is continuing  (other than an Event of Default
specified in Section 5.01(6) or (7)), then and in every such case the Trustee or
the  Holders  of not  less  than  25% in  principal  amount  of the  Outstanding
Securities of that series may declare the principal amount (or, if Securities of
that Series are Original Issue Discount Securities or Indexed  Securities,  such
portion of the  principal as may be  specified in the terms  thereof) of and the
Make-Whole  Amount,  if any, on all the  Securities of that series to be due and
payable immediately, by a notice in writing to the Issuer (and to the Trustee if
given by the Holders), and upon any such declaration such principal or specified
portion thereof and Make-Whole  Amount, if any, shall become immediately due and
payable. If an Event of Default specified in Section 5.01(6) or (7) with respect
to Securities of any series at the time  Outstanding  occurs and is  continuing,
then,  and in every such case,  the principal  amount (or, if any  Securities of
that series are Original Discount Securities or Indexed Securities, such portion
of the principal  amount as may be specified in the terms thereof) of, on all of
the  Securities of that series shall become and be  immediately  due and payable
without  any  declaration  or other  action  on the part of the  Trustee  or any
holder.
                  At any time  after such a  declaration  of  acceleration  with
respect to  Securities  of any  series  has been made and  before a judgment  or
decree  for  payment  of the  money  due has been  obtained  by the  Trustee  as
hereinafter  in this  Article  provided,  the Holders of a majority in principal
amount of the  Outstanding  Securities of that series,  by written notice to the
Issuer and the Trustee,  may rescind and annul such  declaration of acceleration
and its consequences if:
                    (1) the Issuer or the Guarantor  has paid or deposited  with
         the Trustee a sum  sufficient to pay in the currency,  currency unit or
         composite  currency in which the  Securities of such series are payable
         (except  as  otherwise  specified  pursuant  to  Section  3.01  for the
         Securities of such series):
                         (A)  all  overdue   installments  of  interest  on  all
                    Outstanding  Securities  of  that  series  and  any  related
                    coupons,
                         (B) the  principal of (and premium on) any  Outstanding
                    Securities  of that series  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,
                         (C) to the  extent  that  payment of such  interest  is
                    lawful,  interest upon overdue  installments  of interest at
                    the  rate  or  rates  borne  by  or  provided  for  in  such
                    Securities, and (D) all sums paid or advanced by the Trustee
                    hereunder  and  the   reasonable   compensation,   expenses,
                    disbursements  and advances of the  Trustee,  its agents and
                    counsel; and
                         (2) all Events of Default with respect to Securities of
                    that series,  other than the  nonpayment of the principal of
                    (or premium) or interest on  Securities of that series which
                    have become due solely by such  declaration of acceleration,
                    have been cured or waived as provided in Section 5.13.

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

     SECTION  5.03.  Collection of  Indebtedness  and Suits for  Enforcement  by
Trustee. The Issuer and the Guarantor covenant that if:

          (1) default is made in the payment of any  installment  of interest on
     any  Security  of any  series and any  related  coupon  when such  interest
     becomes due and payable and such default continues for a period of 30 days,
     or
          (2) default is made in the payment of the principal of (or premium on)
     any Security of any series at its Maturity,then the Issuer or the Guarantor
     will,  upon demand of the Trustee,  pay to the Trustee,  for the benefit of
     the Holders of such Securities of such series and coupons, the whole amount
     then due and payable on such  Securities  and coupons  for  principal  (and
     premium)  and  interest,  with  interest  upon any overdue  principal  (and
     premium) and, to the extent that payment of such interest  shall be legally
     enforceable, upon any overdue installments of interest 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  Issuer  or the  Guarantor  fails to pay  such  amounts
forthwith  upon such demand,  the Trustee,  in its own name and as trustee of an
express trust, may at the expense of the Issuer institute a judicial  proceeding
for the  collection  of the  sums  so due and  unpaid,  and may  prosecute  such
proceeding  to judgment or final  decree,  and may enforce the same  against the
Issuer or any other obligor upon such  Securities of such series and collect the
moneys  adjudged  or decreed to be payable in the manner  provided by law out of
the  property of the Issuer or any other  obligor upon such  Securities  of such
series, wherever situated.
<PAGE>
                  If an Event of  Default  with  respect  to  Securities  of any
series  occurs and is  continuing,  the  Trustee  may in its  discretion  at the
expense of the Issuer  proceed to protect  and enforce its rights and the rights
of the Holders of  Securities  of such  series and any  related  coupons 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 5.04. 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 Issuer or  Guarantor  or any other  obligor upon the
Securities  or the  property  of the  Issuer or of such  other  obligor or their
creditors,  the Trustee (irrespective of whether the principal of the Securities
of any  series  shall  then  be due  and  payable  as  therein  expressed  or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Issuer or  Guarantor or the obligor for the payment of overdue
principal,   premium,   or  interest)  shall  be  entitled  and  empowered,   by
intervention in such proceeding or otherwise:
                    (i) to file and prove a claim for the whole amount,  or such
         lesser amount as may be provided for in the  Securities of such series,
         of principal  (and premium) and interest owing and unpaid in respect of
         the  Securities  and to file such other  papers or  documents as may be
         necessary  or  advisable  in order to have the  claims  of the  Trustee
         (including  any  claim  for  the  reasonable  compensation,   expenses,
         disbursements and advances of the Trustee,  its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and
                   (ii) to collect  and  receive  any  moneys or other  property
         payable or deliverable on any such claims and to distribute the same;
and any custodian,  receiver,  assignee, trustee,  liquidator,  sequestrator (or
other similar official) in any such judicial  proceeding is hereby authorized by
each Holder of  Securities  of such series and coupons to make such  payments to
the Trustee,  and in the event that the Trustee  shall  consent to the making of
such payments  directly to the Holders,  to pay to the Trustee any amount due to
it for the reasonable compensation,  expenses, disbursements and advances of the
Trustee and any predecessor  Trustee,  their agents and counsel, and any and all
other amounts due the Trustee or any predecessor Trustee under Section 6.06.
                  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  or coupon any plan of  reorganization,  arrangement,  adjustment  or
composition  affecting  the  Securities  or  coupons 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 or coupon in any such proceeding;  provided,  however, that
the Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and may be a member of the creditors' committee.
                  In any  proceedings  brought  by the  Trustee  (and  also  any
proceedings  involving the  interpretation of any provision of this Indenture to
which the Trustee  shall be a party) the Trustee  shall be held to represent all
the Holders of the Securities, and it shall not be necessary to make any Holders
of the Securities parties to any such proceedings.

                  SECTION 5.05. Trustee May Enforce Claims Without Possession of
Securities or Coupons.  All rights of action and claims under this  Indenture or
any of the  Securities or coupons may be prosecuted  and enforced by the Trustee
without the  possession of any of the  Securities  or coupons or the  production
thereof in any proceeding relating thereto,  and any such proceeding  instituted
by the Trustee shall be brought in its own name as trustee of an express  trust,
and any  recovery  of judgment  shall,  after  provision  for the payment of the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its  agents  and  counsel,  be for the  ratable  benefit  of the  Holders of the
Securities and coupons in respect of which such judgment has been recovered.

                  SECTION  5.06.  Application  of  Money  Collected.  Any  money
collected  by the  Trustee  pursuant  to this  Article  shall be  applied in the
following  order,  at the date or dates fixed by the Trustee and, in case of the
distribution  of such money on account of  principal  (or  premium) or interest,
upon presentation of the Securities or coupons, or both, as the case may be, and
the notation  thereon of the payment if only  partially  paid and upon surrender
thereof if fully paid:

          FIRST:  To the payment of costs and expenses of collection,  including
     all sums paid or  advanced  by the  Trustee  hereunder  and the  reasonable
     compensation,  expenses and  disbursements  of the Trustee,  its agents and
     counsel all other amounts due the Trustee and any predecessor Trustee under
     Section 6.06;

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

          THIRD:  To the payment of the remainder,  if any, to the Issuer or the
     Guarantor, as the case may be.
<PAGE>

          SECTION 5.07.  Limitation  on Suits.  No Holder of any Security of any
     series  or any  related  coupon  shall  have  any  right to  institute  any
     proceeding,  judicial or otherwise,  with respect to this Indenture, or for
     the  appointment  of a  receiver  or  trustee,  or  for  any  other  remedy
     hereunder, unless:

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

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

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

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

               (5) no direction  inconsistent with such written request has been
          given to the Trustee  during  such  60-day  period by the Holders of a
          majority in principal  amount of the  Outstanding  Securities  of that
          series;  it being  understood and intended that no one or more of such
          Holders  shall have any right in any manner  whatever by virtue of, or
          by availing of, any provision of this Indenture to affect,  disturb or
          prejudice the rights of any other of such Holders,  or to obtain or to
          seek to obtain  priority or preference  over any other of such Holders
          or to enforce  any right  under this  Indenture,  except in the manner
          herein  provided  and for the equal and  ratable  benefit  of all such
          Holders.

                  SECTION  5.08.  Unconditional  Right  of  Holders  to  Receive
Principal,  Premium,  and Interest.  Notwithstanding any other provision in this
Indenture,  the Holder of any  Security or coupon  shall have the right which is
absolute and  unconditional to receive payment of the principal of (and premium)
and (subject to Sections 3.05 and 3.07)  interest on such Security or payment of
such coupon on the  respective  due dates  expressed in such  Security or coupon
(or, in the case of redemption,  on the  Redemption  Date) and to institute suit
for the  enforcement of any such payment,  and such rights shall not be impaired
without the consent of such Holder.

                  SECTION  5.09.  Restoration  of Rights  and  Remedies.  If the
Trustee or any Holder of a Security or coupon 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  Issuer,  the
Trustee  and the  Holders  of  Securities  and  coupons  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
otherwise  provided  with respect to the  replacement  or payment of  mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
3.06, no right or remedy herein  conferred upon or reserved to the Trustee or to
the Holders of  Securities  or coupons 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 or coupon to exercise
any right or remedy  accruing  upon any Event of Default  shall  impair any such
right or  remedy  or  constitute  a waiver of any such  Event of  Default  or an
acquiescence therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised  from time to time,  and as often
as may be deemed  expedient,  by the Trustee or by the Holders of  Securities or
coupons, as the case may be.

                  SECTION 5.12. Control by Holders of Securities. The Holders of
not less than 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
<PAGE>

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

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

                    (3) the Trustee need not take any action which might involve
         it in personal  liability  or be unduly  prejudicial  to the Holders of
         Securities of such series not joining therein, it being understood that
         (subject to Section  6.02) the Trustee  shall have no duty to ascertain
         whether or not such actions or  forbearance  are unduly  prejudicial to
         such Holders.

                  Nothing  in this  Indenture  shall  impair  the  right  of the
Trustee in its  discretion  to take any action  deemed proper by the Trustee and
which is not inconsistent with such direction by Holders.

                  SECTION 5.13. Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding  Securities of any series
may on  behalf of the  Holders  of all the  Securities  of such  series  and any
related coupons waive any past default hereunder with respect to such series and
its consequences, except a default

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

                    (2) 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 Event of Default or impair any right  consequent
thereon.

                  SECTION 5.14.  Waiver of Usury,  Stay or Extension  Laws.  The
Issuer  covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead,  or in any manner  whatsoever  claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted,  now
or at any time  hereafter  in  force,  which may  affect  the  covenants  or the
performance  of this  Indenture;  and the  Issuer  (to  the  extent  that it may
lawfully do so) hereby  expressly  waives all benefit or  advantage  of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                  SECTION  5.15.  Undertaking  for  Costs.  All  parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed,  that any court may in its discretion  require, in any
suit for the enforcement of any right or remedy under this Indenture,  or in any
suit against the Trustee for any action  taken or omitted by it as Trustee,  the
filing by any party  litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion  assess  reasonable  costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit  having  due  regard to the  merits  and good  faith of the  claims or
defenses made by such party  litigant;  but the provisions of this Section shall
not apply to any suit  instituted by the Trustee,  to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the  enforcement  of the payment of the principal of (or premium)
or  interest  on any  Security  on or after  the  respective  Stated  Maturities
expressed  in such  Security  (or,  in the case of  redemption,  on or after the
Redemption Date).


                                   ARTICLE VI
                                   THE TRUSTEE

                  SECTION  6.01.  Notice of  Defaults.  Within 90 days after the
occurrence  of any  default  hereunder  with  respect to the  Securities  of any
series,  the Trustee shall transmit in the manner and to the extent  provided in
TIA Section  3.13(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 (or premium)
or interest on any  Security  of such  series,  or in the payment of any sinking
fund  installment  with respect to the  Securities  of such series,  the Trustee
shall be  protected  in  withholding  such notice if and so long as  Responsible
Officers of the Trustee in good faith  determine  that the  withholding  of such
notice is in the interests of the Holders of the  Securities and coupons of such
series;  and  provided  further that in the case of any default or breach of the
character  specified  in Section  5.01(4)  with  respect to the  Securities  and
coupons of such series,  no such notice to Holders shall be given until at least
60 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 the Securities of such series.
<PAGE>

          SECTION 6.02. Certain Rights of Trustee.  Subject to the provisions of
     TIA Section 3.15(a) through 3.15(d):

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

                    (2) any request or direction of the Issuer  mentioned herein
         shall be  sufficiently  evidenced by an Issuer  Request or Issuer Order
         (other  than  delivery  of any  Security,  together  with  any  coupons
         appertaining  thereto,  to the Trustee for  authentication and delivery
         pursuant  to Section  3.03 which  shall be  sufficiently  evidenced  as
         provided  therein) and any  resolution of the Board of Directors may be
         sufficiently evidenced by a Board Resolution;

                    (3) 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;

                    (4) before the Trustee  acts or refrains  from  acting,  the
         Trustee  may  consult  with  counsel of its  selection  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;

                    (5) 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 or any
         related coupons  pursuant to this Indenture,  unless such Holders shall
         have  offered  to  the  Trustee   security  or   indemnity   reasonably
         satisfactory to the Trustee against the costs, expenses and liabilities
         which might be incurred  by it and/or its  counsel in  compliance  with
         such request or direction;

                    (6) the Trustee shall not be bound to make any investigation
         into the  facts  or  matters  stated  in any  resolution,  certificate,
         statement,  instrument,  opinion,  report, notice, request,  direction,
         consent,  order,  bond,  debenture,  note,  coupon  or  other  paper or
         document,  unless  requested  in writing so to do by the Holders of not
         less than a majority in aggregate  principal  amount of the Outstanding
         Securities  of any  series;  provided  that,  if the  payment  within a
         reasonable  time to the Trustee of the costs,  expenses or  liabilities
         likely to be incurred by it in the making of such  investigation is, in
         the opinion of the Trustee,  not  reasonably  assured to the Trustee by
         the security afforded to it by the terms of this Indenture, the Trustee
         may require  reasonable  indemnity against such expenses or liabilities
         as a condition to  proceeding;  the  reasonable  expenses of every such
         examination  shall be paid by the Holders  or, if paid by the  Trustee,
         shall be  repaid  by the  Holders  upon  demand.  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 Issuer,  relevant to the
         facts or matters that are the subject of its inquiry,  personally or by
         agent or attorney;

                    (7) 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;

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

                    (9) the  Trustee  shall not be  required to give any bond or
         surety  in  respect  of  the  performance  of  its  powers  and  duties
         hereunder;

                   (10)  the  permissive  rights  of the  Trustee  to do  things
         enumerated in this  Indenture  shall not be construed as a duty and the
         Trustee  shall not be  answerable  for  other  than its  negligence  or
         willful misconduct; and
<PAGE>

                   (11) except for (i) a default under Sections  5.01.(1) or (2)
         hereof,  or (ii) any  other  event of which  the  Trustee  has  "actual
         knowledge" and which event, with the giving of notice or the passage of
         time  or  both,  would  constitute  an  Event  of  Default  under  this
         Indenture,  the  Trustee  shall  not be  deemed  to have  notice of any
         default or Event of Default  unless  specifically  notified  in writing
         (and such writing references the Securities and this Indenture) of such
         event by the Issuer or the  Holders  of not less than 25% in  aggregate
         principal  amount of the Securities then  outstanding;  as used herein,
         the term  "actual  knowledge"  means the actual  fact or  statement  of
         knowing,  without  any  duty  to make  any  investigation  with  regard
         thereto.

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

                  Except  during the  continuance  of an Event of  Default,  the
Trustee  undertakes to perform 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.

                  SECTION  6.03.  Not  Responsible  for  Recitals or Issuance of
Securities.  The recitals  contained  herein and in the  Securities,  except the
Trustee's  certificate of  authentication,  and in any coupons shall be taken as
the  statements  of the Issuer,  and neither the Trustee nor any  Authenticating
Agent assumes any  responsibility  for their  correctness.  The Trustee makes no
representations  as to the validity or  sufficiency  of this Indenture or of the
Securities  or  coupons,  except  that the  Trustee  represents  that it is duly
authorized to execute and deliver this  Indenture,  authenticate  the Securities
and   perform   its   obligations   hereunder.   Neither  the  Trustee  nor  any
Authenticating  Agent shall be  accountable  for the use or  application  by the
Issuer of Securities or the proceeds thereof.

                  SECTION 6.04.  May Hold  Securities.  The Trustee,  any Paying
Agent,  Security  Registrar,  Authenticating  Agent  or any  other  agent of the
Issuer, in its individual or any other capacity, may become the owner or pledgee
of  Securities  and coupons and,  subject to TIA  Sections  3.10(b) and 311, may
otherwise deal with the Issuer with the same rights it would have if it were not
Trustee,  Paying Agent,  Security Registrar,  Authenticating Agent or such other
agent.

                  SECTION 6.05.  Money Held in Trust.  Money held by the Trustee
in trust  hereunder need not be segregated from other funds except to the extent
required by law.  The Trustee  shall be under no  liability  for interest on any
money  received by it hereunder  except as otherwise  agreed in writing with the
Issuer.

                  SECTION 6.06.  Compensation and Reimbursement.The Issuer 
agrees:

                    (1) to pay to the Trustee from time to time, and the Trustee
         shall be  entitled  to,  such  compensation  as shall be  agreed  to in
         writing between the Issuer and the Trustee for all services rendered by
         it hereunder (which  compensation shall not be limited by any provision
         of law in regard to the compensation of a trustee of an express trust);

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

                    (3) to  indemnify  each of the Trustee  and any  predecessor
         Trustee  for,  and to  hold it  harmless  against,  any  and all  loss,
         liability,  claim, damage or expense (including taxes, other than taxes
         based upon the income of the Trustee)  incurred  without  negligence or
         willful  misconduct on its part,  arising out of or in connection  with
         the  acceptance  or  administration  of the trust or trusts  hereunder,
         including  the  costs and  expenses  of  defending  itself  against  or
         investigating any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder.

                  When the Trustee or any predecessor Trustee incurs expenses or
renders  services in  connection  with an Event of Default  specified in Section
5.01(6) or Section 5.01(7),  the expenses  (including the reasonable charges and
expenses of its counsel) and the  compensation  for the services are intended to
constitute  expenses of  administration  under any  applicable  Federal or state
bankruptcy, insolvency or other similar law.

                  As security  for the  performance  of the  obligations  of the
Issuer under this Section, the Trustee shall have a lien prior to the Securities
upon all property  and funds held or  collected  by the Trustee as such,  except
funds held in trust for the benefit of the Holders for the payment of  principal
of (or premium) or interest on particular Securities or any coupons.

                  The  provisions of this Section shall survive the  termination
of this Indenture.
<PAGE>
                  SECTION  6.07.   Corporate  Trustee   Required;   Eligibility;
Conflicting  Interests.  There shall at all times be a Trustee  hereunder  which
shall be eligible to act as Trustee under TIA Section  3.10(a)(1) and shall have
a combined  capital and  surplus of at least  $50,000,000.  If such  corporation
publishes  reports  of  condition  at  least  annually,  pursuant  to law or the
requirements of Federal, state,  territorial or District of Columbia supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital  and  surplus  of such  corporation  shall be deemed to be its  combined
capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  If at any time the Trustee  shall cease to be eligible in accordance
with the provisions of this Section,  it shall resign  immediately in the manner
and with the effect  hereinafter  specified in this Article.  Neither the Issuer
nor any Person  directly  or  indirectly  controlling,  controlled  by, or under
common control with the Issuer shall serve as Trustee.

                  SECTION  6.08.   Resignation   and  Removal;   Appointment  of
Successor.  (a) No resignation or removal of the Trustee and no appointment of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 6.09.

                  (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 Issuer.
If an  instrument  of  acceptance  by a  successor  Trustee  shall not have been
delivered  to the  Trustee  within 30 days  after the  giving of such  notice of
resignation, the resigning Trustee may at the expense of the Issuer petition any
court of competent jurisdiction for the appointment of a successor Trustee.

                  (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
Issuer.  If an instrument  of  acceptance by a successor  Trustee 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.

                  (d) If at any time:

                    (1) the Trustee shall fail to comply with the  provisions of
         TIA Section 3.10(b) after written request  therefor by the Issuer or by
         any Holder of a Security  who has been a bona fide Holder of a Security
         for at least six months, or

                    (2) the Trustee  shall cease to be  eligible  under  Section
         6.07 and shall fail to resign  after  written  request  therefor by the
         Issuer or by any Holder of a Security  who has been a bona fide  Holder
         of a Security for at least six months, or

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

then, in any such case, (i) the Issuer by or pursuant to a Board  Resolution may
remove  the  Trustee  and  appoint  a  successor  Trustee  with  respect  to all
Securities, or (ii) subject to TIA Section 3.15(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others  similarly  situated,  petition any court of competent
jurisdiction  for the removal of the Trustee with respect to all  Securities and
the appointment of a successor Trustee or Trustees.

                  (e)  If  the  Trustee  shall  resign,  be  removed  or  become
incapable  of acting,  or if a vacancy  shall occur in the office of Trustee for
any cause with respect to the Securities of one or more series,  the Issuer,  by
or pursuant to 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).
If,  within one year after such  resignation,  removal or  incapability,  or the
occurrence of such vacancy,  a successor  Trustee with respect to the Securities
of any  series  shall  be  appointed  by Act of the  Holders  of a  majority  in
principal  amount of the Outstanding  Securities of such series delivered to the
Issuer and the retiring  Trustee,  the  successor  Trustee so  appointed  shall,
forthwith upon its acceptance of such appointment,  become the successor Trustee
with respect to the  Securities of such series and to that extent  supersede the
successor  Trustee appointed by the Issuer. If no successor Trustee with respect
to the  Securities  of any series  shall have been so appointed by the Issuer or
the Holders of Securities  and accepted  appointment  in the manner  hereinafter
provided, 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 Securities of such series.

                  (f) The Issuer 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
in the manner provided for notices to the Holders of Securities in Section 1.06.
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.
<PAGE>

                  SECTION 6.09.  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 Issuer 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  request  of the  Issuer or the
successor Trustee, such retiring Trustee shall, upon payment of all of its fees,
charges and reasonable expenses (and those of its counsel),  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,  subject  nevertheless to its claim, if any,  provided for in Section
6.06.

                  (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
Issuer,  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,  pursuant to Article Nine hereof,  wherein each  successor
Trustee  shall  accept  such  appointment  and  which  (1)  shall  contain  such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor  Trustee relates,  (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed  necessary or desirable to confirm that all the rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring  Trustee is not retiring shall continue
to be vested in the retiring Trustee,  and (3) shall add to or change any of the
provisions of this  Indenture as shall be necessary to provide for or facilitate
the  administration  of the trusts hereunder by more than one Trustee,  it being
understood  that  nothing  herein  or  in  such  supplemental   indenture  shall
constitute  such  Trustees  co-trustees  of the same  trust  and that  each such
Trustee shall be trustee of a trust or trusts hereunder  separate and apart from
any trust or trusts hereunder  administered by any other such Trustee;  and upon
the execution and delivery of such  supplemental  indenture the  resignation  or
removal of the retiring  Trustee shall become  effective to the extent  provided
therein  and each such  successor  Trustee,  without any  further  act,  deed or
conveyance,  shall become vested with all the rights,  powers, trusts and duties
of the retiring  Trustee with respect to the  Securities of that or those series
to which the appointment of such successor  Trustee relates;  but, on request of
the Issuer or any successor  Trustee,  such retiring  Trustee shall duly assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee  hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

                  (c) Upon  request of any such  successor  Trustee,  the Issuer
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 6.09, 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 6.10. 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,  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 or coupons 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  or  coupons  so
authenticated  with the same  effect as if such  successor  Trustee  had  itself
authenticated  such  Securities  or coupons.  In case any  Securities or coupons
shall  not  have  been  authenticated  by such  predecessor  Trustee,  any  such
successor  Trustee may authenticate  and deliver such Securities or coupons,  in
either its own name or that of its predecessor Trustee,  with the full force and
effect which this Indenture  provides for the certificate of  authentication  of
the Trustee.

                  SECTION 6.11. Appointment of Authenticating Agent. At any time
when any of the  Securities  remain  Outstanding,  the  Trustee  may  appoint an
Authenticating  Agent or Agents with respect to one or more series of Securities
which  shall be  authorized  to act on behalf  of the  Trustee  to  authenticate
Securities  of such series  issued upon  exchange,  registration  of transfer or
partial redemption or repayment thereof,  and Securities so authenticated  shall
be entitled to the benefits of this  Indenture and shall be valid and obligatory
for  all  purposes  as if  authenticated  by the  Trustee  hereunder.  Any  such
appointment  shall  be  evidenced  by  an  instrument  in  writing  signed  by a

<PAGE>
Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Issuer.  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
Issuer  and  shall  at all  times  be a bank or  trust  company  or  corporation
organized and doing  business and in good standing  under the laws of the United
States of America or of any state 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 authorities.  If such Authenticating Agent publishes reports of
condition  at  least  annually,  pursuant  to  law or  the  requirements  of the
aforesaid  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.  In case at any time an  Authenticating  Agent
shall cease to be eligible in  accordance  with the  provisions of this Section,
such  Authenticating  Agent shall resign  immediately in the manner and with the
effect specified in this Section.

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

                  An  Authenticating  Agent for any series of Securities  may at
any time resign by giving  written notice of resignation to the Trustee for such
series and to the Issuer.  The Trustee for any series of  Securities  may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating  Agent and to the Issuer. 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 for such series may appoint a successor
Authenticating  Agent  which  shall be  acceptable  to the Issuer and shall give
notice of such  appointment  to all  Holders of  Securities  of the series  with
respect to which such Authenticating Agent will serve in the manner set forth in
Section  1.06.  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  herein.  No  successor   Authenticating  Agent  shall  be
appointed unless eligible under the provisions of this Section.

                  The  Issuer  agrees to pay to each  Authenticating  Agent from
time to time reasonable  compensation including  reimbursement of its reasonable
expenses for its services under this Section.

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

                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
                                                     The Bank of New York
                                                          as Trustee
Dated: ______________                                By:
                                                       as Authenticating Agent

Dated: ______________                                By: 
                                                          Authorized Signatory


          SECTION 6.12. Certain Duties and  Responsibilities of the Trustee. (a)
     With respect to the Securities of any series, except during the continuance
     of an Event of Default with respect to the Securities of such series:

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

                    (2) in the absence of bad faith on its part, the Trustee may
         conclusively   rely,  as  to  the  truth  of  the  statements  and  the
         correctness of the opinions  expressed  therein,  upon  certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this  Indenture;  but in the case of any such  certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee,  the Trustee  shall be under a duty to examine the same
         to determine  whether or not they conform to the  requirements  of this
         Indenture,  but shall not be under any duty to verify the  contents  or
         accuracy thereof.
<PAGE>
                  (b) In case an Event of Default with respect to the Securities
of any series has occurred and is continuing, the Trustee shall, with respect to
Securities  of such series,  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:

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

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

          (3) the Trustee  shall not be liable with  respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the  Holders  of 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.

               (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 6.12.

                                   ARTICLE VII
         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER AND GUARANTOR

                  SECTION  7.01.  Disclosure  of Names and Addresses of Holders.
Every Holder of Securities or coupons, by receiving and holding the same, agrees
with the Issuer and  Guarantor  and the Trustee  that neither the Issuer nor the
Trustee  nor any  Authenticating  Agent nor any  Paying  Agent nor any  Security
Registrar  shall  be  held  accountable  by  reason  of  the  disclosure  of any
information  as to the names and  addresses  of the  Holders  of  Securities  in
accordance  with TIA  Section  3.12,  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 TIA Section
3.12(b).
                  SECTION 7.02.  Reports by Trustee.

                  (a)  The  Trustee  shall  transmit  to  Holders  such  reports
concerning  the Trustee and its actions under this  Indenture as may be required
pursuant  to the Trust  Indenture  Act at the times and in the  manner  provided
pursuant thereto.  If required by Section 313(a) of the Trust Indenture Act, the
Trustee  shall,  within  sixty days after  each [ ]  following  the date of this
Indenture  deliver  to  Holders  a brief  report,  dated  as of such [ ],  which
complies with the provisions of such Section 313(a).

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

                  SECTION 7.03.  Reports by Issuer and Guarantor.  The Issuer
         and the Guarantor will:

                    (1) file with the  Trustee,  within 15 days after the Issuer
         and the  Guarantor  are 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 Issuer and the  Guarantor 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 Issuer or the Guarantor are
         not  required to file  information,  documents  or reports  pursuant to
         either of such  Sections,  then it will file with the  Trustee  and the
         Commission,  in accordance with rules and  regulations  prescribed from
         time to time by the Commission,  such of the supplementary and periodic
         information,  documents and reports  which may be required  pursuant to
         Section  13 of the  Securities  Exchange  Act of 1934 [in  respect of a
         security  listed] and registered on a national  securities  exchange as
         may be prescribed from time to time in such rules and regulations;

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

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

                  Delivery of such  reports,  information  and  documents to the
Trustee is for  informational  purposes only and the  Trustee's  receipt of such
shall not constitute constructive notice of any information contained therein or
determinable  from  information   contained  therein,   including  the  Issuer's
compliance  with any of its  covenants  hereunder  (as to which the  Trustee  is
entitled to rely exclusively on Officers' Certificates).

                  SECTION 7.04.  Issuer to Furnish Trustee Names and Addresses
of Holders.  The Issuer will furnish or cause to be furnished to the Trustee:

                  (a)  semiannually,  not later than 15 days  after the  Regular
         Record Date for interest for each series of Securities, a list, in such
         form as the Trustee may reasonably  require, of the names and addresses
         of the  Holders  of  Registered  Securities  of such  series as of such
         Regular Record Date, or if there is no Regular Record Date for interest
         for such series of Securities, semiannually, upon such dates as are set
         forth  in  the  Board  Resolution  or  indenture   supplemental  hereto
         authorizing such series, and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Issuer 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.


                                  ARTICLE VIII

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

                  SECTION  8.01.   Consolidations   and  Mergers  of  Issuer  or
Guarantor  and  Sales,  Leases  and  Conveyances  Permitted  Subject  to Certain
Conditions.  Each of the Issuer and the Guarantor may consolidate with, or sell,
lease or convey all or substantially all of its assets to, or merge with or into
any other Person,  provided that in any such case,  (1) either the Issuer or the
Guarantor,  as the case may be, shall be the continuing Person, or the successor
Person shall be a corporation  or  partnership  organized and existing under the
laws of the United  States or a State  thereof and such  successor  Person shall
expressly  assume the due and punctual payment of the principal of (and premium)
and  any  interest  on all of the  Securities,  according  to  their  tenor,  or
expressly assume the obligations under the Guarantees, according to their tenor,
as the case may be, or expressly  assume the  obligations  under the Guarantees,
according  to  their  tenor,  as the  case  may be,  and  the  due and  punctual
performance  and  observance  of all of the  covenants  and  conditions  of this
Indenture  to be  performed  by the  Issuer  or the  Guarantor  by  supplemental
indenture,  complying  with Article Nine  hereof,  satisfactory  to the Trustee,
executed and delivered to the Trustee by such Person and (2)  immediately  after
giving effect to such transaction and treating any indebtedness which becomes an
obligation of the Issuer, the Guarantor or any Subsidiary as a result thereof as
having been incurred by the Issuer, the Guarantor or such Subsidiary at the time
of such transaction,  no Event of Default,  and no event which,  after notice or
the  lapse of time,  or both,  would  become  an Event of  Default,  shall  have
occurred and be continuing.

                  SECTION 8.02.  Rights and Duties of Successor.  In case of any
such  consolidation,  merger,  sale,  lease  or  conveyance  and  upon  any such
assumption by the successor  Person,  such successor Person shall succeed to and
be substituted  for the Issuer or the  Guarantor,  with the same effect as if it
had been  named  herein  as the  party of the first  part,  and the  predecessor
Person,  except  in the  event of a  lease,  shall be  relieved  of any  further
obligation  under this  Indenture  and the  Securities.  Such  successor  Person
thereupon may cause to be signed, and may issue either in its own name or in the
name  of the  Issuer  or the  Guarantor,  any  or all of the  Securities  or the
Guarantees,  as the case may be, issuable  hereunder which theretofore shall not
have been signed by the Issuer or the  Guarantor  and  delivered to the Trustee;
and,  upon the order of such  successor  Person,  instead  of the  Issuer or the
Guarantor,  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  Issuer or the  Guarantor  to the  Trustee  for  authentication,  and any
Securities or Guarantees which such successor  Person  thereafter shall cause to
be signed and delivered to the Trustee for that purpose.  All the Securities and
Guarantees  so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities and Guarantees  theretofore or thereafter
issued in  accordance  with the terms of this  Indenture  as though  all of such
Securities and Guarantees had been issued at the date of the execution hereof.
<PAGE>

                  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 8.03.  Officers'  Certificate  and Opinion of Counsel.
Any  consolidation,  merger,  sale, lease or conveyance  permitted under Section
8.01 is also  subject to the  condition  that the Trustee  receive an  Officers'
Certificate and an Opinion of Counsel to the effect that any such consolidation,
merger,  sale, lease or conveyance,  and the assumption by any successor Person,
complies with the provisions of this Article and that all  conditions  precedent
herein provided for relating to such transaction have been complied with.


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES


                  SECTION  9.01.  Supplemental  Indentures  Without  Consent  of
Holders. Without the consent of any Holders of Securities or coupons, the Issuer
and the Guarantor, when authorized by or pursuant to a Board Resolution, and the
Trustee,  at any  time  and  from  time to  time,  may  enter  into  one or more
indentures  supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

                    (1) to  evidence  the  succession  of another  Person to the
         Issuer or the Guarantor,  as the case may be, and the assumption by any
         such successor of the covenants of the Issuer or the Guarantor,  as the
         case may be, contained herein and in the Securities; or

                    (2) to add to the  covenants of the Issuer and the Guarantor
         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 Issuer or the Guarantor; or

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

                    (4) to add to or  change  any  of  the  provisions  of  this
         Indenture to provide that Bearer  Securities  may be  registrable as to
         principal,  to change or eliminate any  restrictions  on the payment of
         principal of or premium,  or interest on Bearer  Securities,  to permit
         Bearer  Securities to be issued in exchange for Registered  Securities,
         to  permit  Bearer  Securities  to be  issued in  exchange  for  Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in  uncertificated  form,  provided that any
         such action shall not adversely  affect the interests of the Holders of
         Securities  of  any  series  or any  related  coupons  in any  material
         respect; or

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

                    (6)    to secure the Securities; or

                    (7) to  establish  the form or terms  of  Securities  of any
         series and any related  coupons as permitted by Sections 2.01 and 3.01;
         or

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

                    (9) 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 be
         inconsistent  with the  provisions  of this  Indenture,  provided  such
         provisions  shall not adversely  affect the interests of the Holders of
         Securities  of  any  series  or any  related  coupons  in any  material
         respect; or

                   (10) to supplement any of the provisions of this Indenture to
         such  extent  as  shall  be  necessary  to  permit  or  facilitate  the
         defeasance  and  discharge  of any  series of  Securities  pursuant  to
         Sections 4.01, 15.02 and 15.03; provided that any such action shall not
         adversely  affect the  interests of the Holders of  Securities  of such
         series and any related coupons or any other series of Securities in any
         material respect.

                  SECTION 9.02. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal  amount
of all Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Issuer, the Guarantor and the Trustee,  the Issuer
and the Guarantor, when authorized by or pursuant to 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  and any  related  coupons  under  this  Indenture;
provided,  however,  that no such  supplemental  indenture  shall,  without  the
consent of the Holder of each Outstanding Security affected thereby:

                    (1) change  the  Stated  Maturity  of the  principal  of (or
         premium, if any, on) or any installment of principal of or interest on,
         any  Security;  or reduce the principal  amount  thereof or the rate or
         amount of interest thereon,  or any premium payable upon the redemption
         thereof,  or reduce the amount of the  principal  of an Original  Issue
         Discount  Security that would be due and payable upon a declaration  of
         acceleration  of the Maturity  thereof  pursuant to Section 5.02 or the
         amount  thereof  provable in  bankruptcy  pursuant to Section  5.04, or
         change any Place of  Payment  where,  or the  currency  or  currencies,
         currency  unit or units or composite  currency or  currencies 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  or repayment  at the option of the Holder,  on or after the
         Redemption Date or the Repayment Date, as the case may be), or

                    (2)  reduce  the  percentage  in  principal  amount  of  the
         Outstanding  Securities of any series,  the consent of whose Holders is
         required for any such supplemental  indenture,  or the consent of whose
         Holders is  required  for any waiver  with  respect to such  series (or
         compliance  with  certain  provisions  of  this  Indenture  or  certain
         defaults  hereunder  and  their  consequences)  provided  for  in  this
         Indenture,  or reduce the  requirements  of Section 16.04 for quorum or
         voting, or

                    (3) modify any of the  provisions of this  Section,  Section
         5.13 or Section  10.09,  except to increase the required  percentage to
         effect such action or to provide that certain other  provisions of this
         Indenture  cannot be  modified  or waived  without  the  consent of the
         Holder  of  each  Outstanding  Security  affected  thereby,   provided,
         however, that this clause shall not be deemed to require the consent of
         any Holder with respect to changes in the  references  to "the Trustee"
         and concomitant  changes in this Section 9.02 and Section 10.09, or the
         deletion  of this  proviso,  in  accordance  with the  requirements  of
         Sections 6.09(b) and 9.01(1).

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

                  SECTION  9.03.  Execution  of  Supplemental   Indentures.   In
executing,  or accepting  the  additional  trusts  created by, any  supplemental
indenture  permitted by this Article or the  modification  thereby of the trusts
created by this Indenture,  the Trustee shall be entitled to receive,  and 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  9.04.  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 and of any
coupon appertaining thereto shall be bound thereby.
<PAGE>
                  SECTION  9.05.  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  9.06.   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 Issuer shall
so determine,  new  Securities  of any series so modified as to conform,  in the
opinion of the Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and  authenticated  and made  available  for
delivery by the Trustee in exchange for Outstanding Securities of such series.

                                    ARTICLE X
                                    COVENANTS

                  SECTION 10.01.  Payment of Principal,  Premium;  and Interest.
The Issuer 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)
and interest on the  Securities of that series in  accordance  with the terms of
such series of Securities,  any coupons appertaining thereto and this Indenture.
Unless  otherwise  specified as contemplated by Section 3.01 with respect to any
series  of  Securities,  any  interest  due on  Bearer  Securities  on or before
Maturity  shall be payable only upon  presentation  and surrender of the several
coupons  for  such  interest  installments  as are  evidenced  thereby  as  they
severally mature.  Unless otherwise  specified with respect to Securities of any
series  pursuant to Section 3.01,  at the option of the Issuer,  all payments of
principal  may be paid by  check  to the  registered  Holder  of the  Registered
Security or other person entitled thereto against surrender of such Security.

                  SECTION 10.02.  Maintenance of Office or Agency. If Securities
of a series  are  issuable  only as  Registered  Securities,  the  Issuer  shall
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 where  notices  and demands to or upon the Issuer in
respect of the  Securities of that series and this  Indenture may be served.  If
Securities  of a series are  issuable  as Bearer  Securities,  the  Issuer  will
maintain:  (A) in the Borough of  Manhattan,  The City of New York, an office or
agency  where any  Registered  Securities  of that  series may be  presented  or
surrendered for payment,  where any Registered  Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered  for  exchange,  where  notices and demands to or upon the Issuer in
respect of the  Securities  of that series and this  Indenture may be served and
where Bearer  Securities of that series and related  coupons may be presented or
surrendered  for  payment  in  the  circumstances  described  in  the  following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable
thereto,  in a Place of Payment  for that  series  which is located  outside the
United States,  an office or agency where  Securities of that series and related
coupons may be presented and surrendered for payment; provided, however, that if
the Securities of that series are listed on any stock exchange  located  outside
the United  States and such stock  exchange  shall so  require,  the Issuer will
maintain a Paying Agent for the  Securities  of that series in any required city
located outside the United States, as the case may be, so long as the Securities
of that  series  are  listed on such  exchange;  and (C)  subject to any laws or
regulations  applicable  thereto,  in a Place of Payment for that series located
outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered  for exchange and where notices and demands to or
upon the Issuer in respect of the  Securities of that series and this  Indenture
may be served.  The Issuer will give prompt written notice to the Trustee of the
location,  and any change in the location,  of each such office or agency. If at
any time the Issuer shall fail to maintain any such required office or agency or
shall fail to furnish the  Trustee  with the  address  thereof in writing,  such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust Office of the Trustee,  except that Bearer  Securities  of that
series and the related  coupons may be presented and  surrendered for payment at
the offices specified in the Security, in London, England, and the Issuer hereby
appoints  the  same as its  agent  to  receive  such  respective  presentations,
surrenders,  notices and demands, and the Issuer hereby appoints the Trustee its
agent to receive all such presentations, surrenders, notices and demands.

                  Unless  otherwise  specified  with  respect to any  Securities
pursuant to Section 3.01, no payment of principal,  premium or Make-Whole Amount
or  interest on Bearer  Securities  shall be made at any office or agency of the
Issuer in the  United  States or by check  mailed to any  address  in the United
States or by transfer to an account maintained with a bank located in the United
States;  provided,  however,  that, if the Securities of a series are payable in
Dollars,  payment  of  principal  of and any  premium or  Make-Whole  Amount and
interest  on any Bearer  Security  shall be made at the  office of the  Issuer's
Paying Agent in the Borough of Manhattan, The City of New York, if (but only if)
payment in Dollars of the full amount of such  principal,  premium or Make-Whole
Amount, or interest,  as the case may be, at all offices or agencies outside the
United States  maintained for the purpose by the Issuer in accordance  with this
Indenture,  is illegal or  effectively  precluded by exchange  controls or other
similar restrictions.
<PAGE>

                  The Issuer may 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 of 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 Issuer of its obligation to maintain
an office or agency in  accordance  with the  requirements  set forth  above for
Securities of any series for such purposes.  The Issuer will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. Unless otherwise specified with
respect to any  Securities  pursuant to Section 3.01 with respect to a series of
Securities,  the Issuer hereby  designates as a Place of Payment for each series
of  Securities  the office or agency of the Issuer in the Borough of  Manhattan,
The City of New York,  and  initially  appoints  the  Trustee's  agent  with its
Corporate  Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands.

                  Unless  otherwise  specified  with  respect to any  Securities
pursuant to Section 3.01, if and so long as the Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign  Currency,
or so long as it is required under any other provision of this  Indenture,  then
the Issuer will maintain with respect to each such series of  Securities,  or as
so required, at least one exchange rate agent.

                  SECTION  10.03.  Money for  Securities  Payments to Be Held in
Trust.  If the Issuer or the  Guarantor  shall at any time act as its own Paying
Agent with respect to any series of any Securities and any related  coupons,  it
will, on or before each due date of the principal of (and premium),  or interest
on any of the  Securities  of that series,  segregate  and hold in trust for the
benefit of the Persons  entitled  thereto a sum in the  currency or  currencies,
currency  unit or  units or  composite  currency  or  currencies  in  which  the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series)  sufficient to pay the principal
(and  premium) 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 Issuer  shall have one or more Paying  Agents for
any series of Securities and any related coupons, it will, on or before each due
date of the principal of (and  premium),  or interest on any  Securities of that
series,  deposit  with a  Paying  Agent a sum (in the  currency  or  currencies,
currency  unit or units or  composite  currency or  currencies  described in the
preceding  paragraph)  sufficient to pay the principal (and premium) 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 Issuer will  promptly  notify the Trustee of its action or
failure so to act.

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

                    (1) hold all sums held by it for the payment of principal of
         (and premium) or interest on Securities 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;

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

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

                  The Issuer may at any time,  for the purpose of obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by Issuer  Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuer, the Guarantor or such Paying Agent, such sums to be held by
the Trustee  upon the same trusts as those upon which such sums were held by the
Issuer, the Guarantor 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 sums.

                  Except as otherwise  provided in the Securities of any series,
any money  deposited  with the Trustee or any Paying Agent,  or then held by the
Issuer or the  Guarantor,  in trust for the  payment  of the  principal  of (and
premium) or interest on any Security of any series and  remaining  unclaimed for
two years after such  principal  (and  premium)  or interest  has become due and
payable shall be paid to the Issuer upon Issuer  Request or (if then held by the
Issuer or the Guarantor)  shall be discharged from such trust; and the Holder of
such Security shall thereafter,  as an unsecured general creditor,  look only to
the Issuer for  payment of such  principal  of (and  premium) or interest on any
Security,  without  interest  thereon,  and all liability of the Trustee or such
Paying Agent with respect to such trust money,  and all  liability of the Issuer

<PAGE>
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  Issuer  cause  to be  published  once,  in an  Authorized
Newspaper,  notice  that such money  remains  unclaimed  and that,  after a date
specified  therein,  which  shall not be less than 30 days from the date of such
publication,  any unclaimed  balance of such money then remaining will be repaid
to the Issuer.

                  SECTION 10.04.  Existence.  Subject to Article Eight,  each of
the Issuer and the Guarantor will do or cause to be done all things necessary to
preserve and keep in full force and effect its  existence,  all material  rights
and  material  franchises;  provided,  however,  that neither the Issuer nor the
Guarantor shall be required to preserve any such right or franchise if its Board
of  Directors  shall  determine  that  the  preservation  thereof  is no  longer
desirable in the conduct of the business of the Issuer or the Guarantor,  as the
case may be.

                  SECTION 10.05.  Maintenance of Properties.  Each of the Issuer
and the Guarantor  will cause all of its material  properties  used or useful in
the conduct of its business or the business of any  Subsidiary  to be maintained
and kept in good  condition,  repair and  working  order and  supplied  with all
necessary  equipment and will cause to be made all necessary repairs,  renewals,
replacements,  betterments and improvements  thereof,  all as in the judgment of
the Issuer or the  Guarantor,  as the case may be, may be  necessary so that the
business carried on in connection  therewith may be properly and  advantageously
conducted at all times;  provided,  however, that the Guarantor,  the Issuer and
their Subsidiaries shall not be prevented from selling or otherwise disposing of
their properties for value in the ordinary course of business.

                  SECTION 10.06. Insurance. Each of the Issuer and the Guarantor
will cause each of its and its Subsidiaries'  insurable properties to be insured
against loss or damage in an amount at least equal to their then full  insurable
value with insurers of recognized responsibility.

                  SECTION 10.07.  Payment of Taxes and Other Claims. Each of the
Issuer  and  the  Guarantor  will  pay or  discharge  or  cause  to be  paid  or
discharged,  before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon it or any Subsidiary or upon the
income, profits or property of the Issuer or any Subsidiary,  and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Issuer, the Guarantor or any Subsidiary; provided,
however,  that neither the Issuer nor the Guarantor  shall be required to pay or
discharge or cause to be paid or discharged any such tax, assessment,  charge or
claim whose amount,  applicability  or validity is being contested in good faith
by appropriate proceedings.

                  SECTION 10.08. Statement as to Compliance.  The Issuer and the
Guarantor  will  deliver to the  Trustee,  within 120 days after the end of each
fiscal year, a brief certificate from the principal executive officer, principal
financial  officer  or  principal  accounting  officer  of the  Issuer  and  the
Guarantor  as to his or  her  knowledge  of the  Issuer's  and  the  Guarantor's
compliance  with all conditions  and covenants  under this Indenture and, in the
event of any  noncompliance,  specifying such  noncompliance  and the nature and
status thereof.  For purposes of this Section 10.08,  such  compliance  shall be
determined  without regard to any period of grace or requirement of notice under
this Indenture.

                  The Issuer shall  deliver to the Trustee,  as soon as possible
and in any  event  within  five  days  after  the  Issuer  becomes  aware of the
occurrence  of any Event of Default or an event which,  with notice or the lapse
of time or both, would constitute an Event of Default, an Officers'  Certificate
setting  forth the  details of such  Event of Default or default  and the action
which the Issuer proposes to take with respect thereto.

                  SECTION 10.09. Waiver of Certain Covenants. The Issuer and the
Guarantor may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 10.04 to 10.08, inclusive, if before or after
the time for such  compliance  the Holders of at least a majority  in  principal
amount of all  outstanding  Securities  of such series,  by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such  covenant or  condition,  but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived,  and, until such
waiver shall become  effective,  the obligations of the Issuer and the Guarantor
and the  duties  of the  Trustee  in  respect  of any such  term,  provision  or
condition shall remain in full force and effect.

                  SECTION  10.10.  Additional  Amounts.  If any  Securities of a
series provide for the payment of Additional Amounts, the Issuer will pay to the
holder  of any  Security  of such  series  or any  coupon  appertaining  thereto
Additional Amounts as may be specified as contemplated by Section 3.01. Whenever
in this  Indenture  there is  mentioned,  in any  context,  the  payment  of the
principal  of or any premium or interest  on, or in respect of, any  Security of
any series or payment of any related coupon 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 by the terms of

<PAGE>
such series  established  pursuant to Section 3.01 to the extent  that,  in such
context,  Additional  Amounts are,  were or would be payable in respect  thereof
pursuant to such terms; 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.

                  Except as otherwise specified as contemplated by Section 3.01,
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 any premium
is made),  and at least 10 days prior to each date of payment of  principal  and
any premium or interest if there has been any change with respect to the matters
set forth in the below mentioned Officers' Certificate,  the Issuer will furnish
the Trustee and the Issuer'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 of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities  of that  series or any  related  coupons  who are not United  States
Persons without  withholding  for or on account of any tax,  assessment or other
governmental  charge  described  in the  Securities  of the 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 of that series or related  coupons and the Issuer will pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms
of such  Securities.  If the  Trustee or any Paying  Agent,  as the case may be,
shall not so receive the above mentioned  certificate,  then the Trustee or such
Paying  Agent  shall be  entitled  (i) to  assume  that no such  withholding  or
deduction is required  with respect to any payment of principal or interest with
respect to any  Securities  of a series or related  coupons  until it shall have
received a  certificate  advising  otherwise  and (ii) to make all  payments  of
principal  and interest  with respect to the  Securities  of a series or related
coupons without  withholding or deductions until otherwise  advised.  The Issuer
covenants  to  indemnify  the Trustee and any Paying Agent for, and to hold them
harmless  against,  any loss,  liability,  claim,  damage 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 or in reliance on any
Officers'  Certificate  furnished pursuant to this Section or in reliance on the
Issuer's not furnishing such an Officers' Certificate.

RIDER 10.11

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

                  SECTION  11.01.  Applicability  of Article.  Securities of any
series which are redeemable  before their Stated Maturity shall be redeemable in
accordance  with their terms and (except as otherwise  specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.

                  SECTION  11.02.  Election to Redeem;  Notice to  Trustee.  The
election  of the  Issuer to  redeem  any  Securities  shall be  evidenced  by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Issuer of less than all of the  Securities of any series,  the Issuer shall,  at
least 45 days prior to the giving of the notice of  redemption  in Section 11.04
(unless a shorter  notice  shall be  satisfactory  to the  Trustee),  notify the
Trustee of such  Redemption  Date and of the  principal  amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any  restriction on such  redemption  provided in the terms of
such  Securities  or elsewhere in this  Indenture,  the Issuer shall furnish the
Trustee  with  an  Officers'   Certificate   evidencing   compliance  with  such
restriction.

                  SECTION  11.03.  Selection  by  Trustee  of  Securities  to Be
Redeemed.  If less than all the  Securities of any series issued on the same day
with 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 issued on such date with
the same terms not  previously  called  for  redemption,  by such  method as the
Trustee shall deem fair and  appropriate and which may provide for the selection
for redemption of portions  (equal to the minimum  authorized  denomination  for
Securities  of that series or any integral  multiple  thereof) of the  principal
amount of  Securities of such series of a  denomination  larger than the minimum
authorized denomination for Securities of that series.

                  The Trustee shall promptly  notify the Issuer 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 Security  redeemed or to be redeemed  only in
part, to the portion of the principal  amount of such Security which has been or
is to be redeemed.
<PAGE>
                  SECTION  11.04.  Notice of  Redemption.  Notice of  redemption
shall be given in the manner provided in Section 1.06, not less than 30 days nor
more than 60 days  prior to the  Redemption  Date,  unless a  shorter  period is
specified by the terms of such series  established  pursuant to Section 3.01, to
each Holder of Securities to be redeemed, but failure to give such notice in the
manner herein  provided to the Holder of any Security  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 such
Security or portion thereof.

                  Any  notice  that  is  mailed  to the  Holders  of  Registered
Securities in the manner herein provided shall be conclusively  presumed to have
been duly given, whether or not the Holder receives the notice.

                  All notices of redemption shall state:
                    (1)    the Redemption Date,
                    (2)    the Redemption Price, accrued interest to the 
         Redemption Date payable as provided in Section 11.06, if any,
                    (3) 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  Security  or
         Securities to be redeemed,
                    (4) 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 will
         receive,  without a charge,  a new Security or Securities of authorized
         denominations for the principal amount thereof remaining unredeemed,
                    (5) that on the  Redemption  Date the  Redemption  Price and
         accrued  interest to the Redemption Date payable as provided in Section
         11.06, if any, will become due and payable upon each such Security,  or
         the portion thereof,  to be redeemed and, if applicable,  that interest
         thereon shall cease to accrue on and after said date,
                    (6) the Place or Places of Payment  where  such  Securities,
         together in the case of Bearer Securities with all coupons appertaining
         thereto,  if  any,  maturing  after  the  Redemption  Date,  are  to be
         surrendered for payment of the Redemption  Price and accrued  interest,
         if any,
                    (7) that the  redemption  is for a sinking  fund, if such is
         the case,
                    (8) that, unless otherwise specified in such notice,  Bearer
         Securities of any series,  if any,  surrendered  for redemption must be
         accompanied  by all coupons  maturing  subsequent to the date fixed for
         redemption or the amount of any such missing  coupon or coupons will be
         deducted  from the  Redemption  Price,  unless  security  or  indemnity
         satisfactory to the Issuer,  the Trustee for such series and any Paying
         Agent is furnished,
                    (9) if Bearer  Securities  of any series are to be  redeemed
         and any  Registered  Securities  of such series are not to be redeemed,
         and  if  such  Bearer   Securities  may  be  exchanged  for  Registered
         Securities not subject to redemption on this  Redemption  Date pursuant
         to Section  3.05 or  otherwise,  the last date,  as  determined  by the
         Issuer, on which such exchanges may be made, and
                   (10) the CUSIP number of such Security, if any.

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

                  SECTION 11.05.  Deposit of Redemption Price. On or prior to 10
a.m. New York City time on any  Redemption  Date,  the Issuer shall deposit with
the  Trustee  or with a Paying  Agent  (or,  if the  Issuer is acting as its own
Paying  Agent,  which it may not do in the case of a sinking fund payment  under
Article  Thirteen,  segregate and hold in trust as provided in Section 10.03) an
amount  of  money  in the  currency  or  currencies,  currency  unit or units or
composite  currency or  currencies  in which the  Securities  of such series are
payable  (except  as  otherwise  specified  pursuant  to  Section  3.01  for the
Securities  of  such  series)  sufficient  to  pay on the  Redemption  Date  the
Redemption  Price of, and  (except if the  Redemption  Date shall be an Interest
Payment Date) accrued  interest on, all the Securities or portions thereof which
are to be redeemed on that date.

                  SECTION 11.06.  Securities  Payable on Redemption Date. Notice
of redemption  having been given as aforesaid,  the Securities so to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption  Price
therein  specified  in the  currency or  currencies,  currency  unit or units or
composite  currency or  currencies  in which the  Securities  of such series are
payable  (except  as  otherwise  specified  pursuant  to  Section  3.01  for the
Securities  of such  series)  (together  with accrued  interest,  if any, to the
Redemption  Date), and from and after such date (unless the Issuer shall default
in the payment of the Redemption  Price and accrued  interest)  such  Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons
for such  interest  appertaining  to any Bearer  Securities  so to be  redeemed,

<PAGE>
except to the extent provided  below,  shall be void. Upon surrender of any such
Security  for  redemption  in  accordance  with said notice,  together  with all
coupons, if any,  appertaining  thereto maturing after the Redemption Date, such
Security  shall be paid by the Issuer at the  Redemption  Price,  together  with
accrued  interest,  if any, to the  Redemption  Date;  provided,  however,  that
installments  of interest on Bearer  Securities  whose Stated  Maturity is on or
prior to the  Redemption  Date  shall be  payable  only at an  office  or agency
located  outside  the United  States  (except as  otherwise  provided in Section
10.02) and,  unless  otherwise  specified as  contemplated by Section 3.01, only
upon  presentation  and  surrender  of coupons for such  interest;  and provided
further that  installments  of interest on  Registered  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 relevant  Record Dates according to their terms and
the provisions of Section 3.07.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant  coupons maturing after the Redemption Date, such
Security may be paid after  deducting from the Redemption  Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or  coupons  may be  waived by the  Issuer  and the  Trustee  if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent  harmless.  If thereafter  the Holder of such Security
shall  surrender to the Trustee or any Paying  Agent any such missing  coupon in
respect of which a  deduction  shall have been made from the  Redemption  Price,
such  Holder  shall be entitled  to receive  the amount so  deducted;  provided,
however, that interest represented by coupons shall be payable only at an office
or agency  located  outside the United States  (except as otherwise  provided in
Section 10.02) and, unless otherwise  specified as contemplated by Section 3.01,
only upon presentation and surrender of those coupons.

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

                  SECTION  11.07.  Securities  Redeemed in Part.  Any Registered
Security  which is to be redeemed  only in part  (pursuant to the  provisions of
this Article or of Article  Thirteen) shall be surrendered at a Place of Payment
therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or
a written  instrument  of  transfer in form  satisfactory  to the Issuer and the
Trustee duly executed by, the Holder thereof or his attorney duly  authorized in
writing) and the Issuer shall  execute and the Trustee  shall  authenticate  and
make  available  for  delivery to the Holder of such  Security  without  service
charge a new  Security  or  Securities  of the same  series,  of any  authorized
denomination as requested by such Holder in aggregate  principal amount equal to
and in exchange for the  unredeemed  portion of the principal of the Security so
surrendered.  If a Global Security is so  surrendered,  the Issuer shall execute
and the  Trustee  shall  authenticate  and  deliver to the  depository,  without
service charge, a new Global Security in a denomination equal to and in exchange
for  the  unredeemed  portion  of  the  principal  of  the  Global  Security  so
surrendered.

                  SECTION 11.08.  Calculation of Original  Issue  Discount.  The
Issuer shall file with the Trustee promptly at the end of each calendar year (i)
a written notice  specifying  the amount of original  issue discount  (including
daily rates and accrual periods) accrued on Outstanding Securities as of the end
of such year and (ii) such other specific  information relating to such original
issue discount as may then be relevant under the Internal  Revenue Code of 1986,
as amended from time to time.


                                   ARTICLE XII
                                   GUARANTEES

                  SECTION 12.01. Guarantees. If Securities of or within a series
are  specified,  as  contemplated  by  Section  3.01,  to be  guaranteed  by the
Guarantor,  then the Guarantor  hereby fully and  unconditionally  guarantees to
each Holder of any such Security  authenticated  and made available for delivery
by the  Trustee  and to each  Holder  of any  coupon  appertaining  to any  such
Security, and to the Trustee on behalf of each such Holder, the due and punctual
payment of the principal of (and premium,  if any, on) and interest  (including,
in case of  default,  interest on  principal  and,  to the extent  permitted  by
applicable  law, on overdue  interest  and  including  any  additional  interest
required to be paid  according  to the terms of any such  Security or any coupon
appertaining  thereto), if any, on each such Security,  and the due and punctual
payment of any sinking fund payment (or analogous obligation),  if any, provided
for with respect to any such Security, when and as the same shall become due and
payable,  whether at Stated Maturity, upon redemption,  upon acceleration,  upon
tender for repayment at the option of any Holder or otherwise,  according to the
terms thereof and of this Indenture,  including, without limitation, the payment
of any  Additional  Amounts,  if any,  provided  for  with  respect  to any such
Security as described under Section 10.10 hereof (the "Guarantor Debt"). In case
of the failure of the Issuer or any successor thereto punctually to pay any such
principal,  premium,  interest or sinking fund  payment,  the  Guarantor  hereby
agrees  to cause any such  payment  to be made  punctually  when and as the same
shall become due and payable, whether at Stated Maturity, upon redemption,  upon
declaration  of  acceleration,  upon tender for  repayment  at the option of any
Holder or otherwise, as if such payment were made by the Issuer.
<PAGE>

                  The Guarantor  hereby agrees that its Guarantor Debt hereunder
shall be as if it were  principal  debtor  and not  merely  surety  and shall be
absolute and  unconditional,  irrespective  of the  identity of the Issuer,  the
validity,  regularity  or  enforceability  of any such  Security  or any  coupon
appertaining thereto or this Indenture, the absence of any action to enforce the
same,  any waiver or consent  by the Holder of any such  Security  or any coupon
appertaining thereto with respect to any provisions thereof, the recovery of any
judgment  against  the Issuer or any action to  enforce  the same,  or any other
circumstance which might otherwise  constitute a legal or equitable discharge or
defense of a guarantor.  The  Guarantor  hereby waives  diligence,  presentment,
demand of payment,  filing of claims with a court in the event of  insolvency or
bankruptcy  of the Issuer,  any right to require a proceeding  first against the
Issuer,  protest,  notice and all  demands  whatsoever  and  covenants  that its
Guarantees  will  not  be  discharged  except  by  complete  performance  of its
obligations  contained in any such Security or any coupon  appertaining  thereto
and in this Guarantee.

                  If the  Trustee  or the Holder of any  Security  or any coupon
appertaining  thereto is  required  by any court or  otherwise  to return to the
Issuer or the  Guarantor,  or any  custodian,  receiver,  liquidator,  assignee,
trustee, sequestrator or other similar official acting in relation to the Issuer
or the Guarantor,  any amount paid to the Trustee or such Holder in respect of a
Security or any  coupons  appertaining  thereto,  the  Guarantee,  to the extent
theretofore  discharged,  shall be  reinstated  in full  force and  effect.  The
Guarantor  further  agrees,  to the fullest  extent that it may  lawfully do so,
that,  as  between  the  Guarantor,  on the one hand,  and the  Holders  and the
Trustee,  on the other hand, the maturity of the obligations  guaranteed  hereby
may be  accelerated  as  provided  in Article V hereof for the  purposes of this
Guarantee,  notwithstanding  any stay,  injunction or other  prohibition  extent
under any applicable  bankruptcy law preventing such  acceleration in respect of
the obligations guaranteed hereby.

                  The Guarantor shall be subrogated to all rights of the Holders
of the Securities of a series (and of any coupons appertaining  thereto) against
the Issuer in respect of any amounts  paid by the  Guarantor  on account of such
Securities  or any  coupon  appertaining  thereto or this  Indenture;  provided,
however,  that the Guarantor  shall not be entitled to enforce or to receive any
payments  arising out of, or based  upon,  such right of  subrogation  until the
principal of (and premium,  if any, on) and interest,  if any, on all Securities
of such series shall have been indefeasibly paid in full.

                  SECTION  12.02.  Execution  and  Delivery  of  Guarantees.  To
evidence its Guarantees  with respect to Securities of or within any series that
are  specified,  as  contemplated  by  Section  3.01,  to be  guaranteed  by the
Guarantor, the Guarantor hereby agrees to execute the Guarantees, in the form of
Exhibit B or such other form as shall be established  in one or more  indentures
supplemented  hereto or  approved  from time to time by or  pursuant  to a Board
Resolution,  to be endorsed on each  Security of such series  authenticated  and
made  available  for  delivery  by the  Trustee.  Each such  Guarantee  shall be
executed on behalf of the  Guarantor by its  Chairman of the Board,  or its Vice
Chairman of the Board, or its President, or one of its Executive Vice Presidents
or Vice Presidents,  or by its Treasurer or one of its Assistant  Treasurers and
attested by its Secretary or one of its Assistant Secretaries.  The signature of
any of these officers on the Guarantees may be manual or facsimile.

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

                  The  delivery  of any  Securities  by the  Trustee,  after the
authentication   thereof  hereunder,   shall  constitute  due  delivery  of  the
Guarantees  endorsed  thereon on behalf of the Guarantor.  The Guarantor  hereby
agrees that its  Guarantees set forth in this Article shall remain in full force
and effect notwithstanding any failure to endorse on each security a notation of
such Guarantee.

                  SECTION  12.03.  Limitation  of  Guarantor's  Liability.   The
Guarantor, and by its acceptance of a Security each Holder, hereby confirms that
it is the  intention of all such  parties  that in no event shall any  Guarantor
Debt under the  Guarantees  constitute  or result in a  fraudulent  transfer  or
conveyance  for  purposes  of, or  resulting a violation  of, any United  States
federal, or applicable United States state, fraudulent transfer or conveyance or
similar  law.  To  effectuate  the  foregoing  intention,  in the event that the
Guarantor  Debt, if any, in respect of the  Securities of any series would,  but
for this  sentence,  constitute  or  result  in such a  fraudulent  transfer  or
conveyance  or  violation,  then  the  liability  of  the  Guarantor  under  its
Guarantees  in respect of the  Securities of such series shall be reduced to the
extent  necessary  to  eliminate  such  fraudulent  transfer  or  conveyance  or
violation under the applicable fraudulent transfer or conveyance or similar law.
<PAGE>


                                  ARTICLE XIII
                                  SINKING FUNDS

                  SECTION  13.01.  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
3.01 for Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of  Securities  of any series is herein  referred  to as a  "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of such  Securities  of any series is herein  referred to as an
"optional  sinking fund payment." If provided for by the terms of any Securities
of any series,  the cash amount of any  mandatory  sinking  fund  payment may be
subject to  reduction  as provided in Section  13.02.  Each sinking fund payment
shall be applied to the  redemption  of Securities of any series as provided for
by the terms of Securities of such series.

                  SECTION  13.02.  Satisfaction  of Sinking Fund  Payments  with
Securities.  The Issuer may, in satisfaction of all or any part of any mandatory
sinking fund payment with  respect to the  Securities  of a series,  (1) deliver
Outstanding  Securities  of such series  (other than any  previously  called for
redemption)  together in the case of any Bearer  Securities  of such series with
all unmatured coupons  appertaining thereto and (2) apply as a credit Securities
of such series  which have been  redeemed  either at the  election of the Issuer
pursuant to the terms of such Securities or through the application of permitted
optional  sinking fund  payments  pursuant to the terms of such  Securities,  as
provided  for by the terms of such  Securities,  or which  have  otherwise  been
acquired by the Issuer; provided that such Securities so delivered or applied as
a credit have not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the applicable  Redemption Price
specified in such  Securities  for redemption  through  operation of the sinking
fund and the amount of such  mandatory  sinking  fund  payment  shall be reduced
accordingly.

                  SECTION 13.03.  Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for  Securities of any
series,  the  Issuer  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 in the  currency  or  currencies,
currency  unit or  units or  composite  currency  or  currencies  in  which  the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series) and the portion thereof, if any,
which is to be satisfied by delivering  and crediting  Securities of that series
pursuant to Section 13.02, 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  delivered  and  credited.  If such  Officers'
Certificate  shall  specify an  optional  amount to be added in cash to the next
ensuing mandatory sinking fund payment,  the Issuer 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 11.03 and
cause  notice of the  redemption  thereof  to be given in the name of and at the
expense of the Issuer in the manner  provided  in  Section  11.04.  Such  notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.06 and 11.07.


                                   ARTICLE XIV
                       REPAYMENT AT THE OPTION OF HOLDERS

                  SECTION  14.01.   Applicability   of  Article.   Repayment  of
Securities of any series  before their Stated  Maturity at the option of Holders
thereof shall be made in accordance with the terms of such  Securities,  if any,
and  (except as  otherwise  specified  by the terms of such  series  established
pursuant to Section 3.01) in accordance with this Article.

                  SECTION  14.02.  Repayment of  Securities.  Securities  of any
series  subject to  repayment  in whole or in part at the option of the  Holders
thereof will,  unless  otherwise  provided in the terms of such  Securities,  be
repaid at a price equal to the principal amount thereof, together with interest,
if any,  thereon  accrued to the Repayment  Date specified in or pursuant to the
terms of such Securities. The Issuer covenants that on or prior to the Repayment
Date it will  deposit with the Trustee or with a Paying Agent (or, if the Issuer
is acting as its own Paying  Agent,  segregate  and hold in trust as provided in
Section 10.03) an amount of money in the currency or  currencies,  currency unit
or units or composite  currency or  currencies  in which the  Securities of such
series are payable (except as otherwise  specified  pursuant to Section 3.01 for
the  Securities  of such  series)  sufficient  to pay the  principal  (or, if so
provided by the terms of the  Securities  of any  series,  a  percentage  of the
principal)  of, and (except if the Repayment  Date shall be an Interest  Payment
Date) accrued interest on, all the Securities or portions  thereof,  as the case
may be, to be repaid on such date.
<PAGE>

                  SECTION  14.03.  Exercise of Option.  Securities of any series
subject  to  repayment  at the option of the  Holders  thereof  will  contain an
"Option to Elect Repayment" form on the reverse of such Securities. In order for
any Security to be repaid at the option of the Holder,  the Trustee must receive
at the Place of Payment therefor  specified in the terms of such Security (or at
such other  place or places of which the Issuer  shall from time to time  notify
the Holders of such  Securities) not earlier than 60 days nor later than 30 days
prior to the  Repayment  Date (1) the Security so providing  for such  repayment
together with the "Option to Elect  Repayment"  form on the reverse thereof duly
completed by the Holder (or by the Holder's attorney duly authorized in writing)
or (2) a  facsimile  transmission  or a  letter  from  a  member  of a  national
securities  exchange,  or the National  Association of Securities Dealers,  Inc.
("NASD"),  or a commercial  bank or trust company in the United  States  setting
forth  the name of the  Holder  of the  Security,  the  principal  amount of the
Security,  the certificate  number,  the principal  amount of the Security to be
repaid, the CUSIP number, if any, or a description of the tenor and terms of the
Security,  a statement  that the option to elect  repayment  is being  exercised
thereby and a guarantee  that the Security to be repaid,  together with the duly
completed  form  entitled  "Option  to Elect  Repayment"  on the  reverse of the
Security,  will be received by the Trustee not later than the fifth Business Day
after the date of such facsimile transmission or letter; provided, however, that
such facsimile  transmission  or letter shall only be effective if such Security
and form duly  completed are received by the Trustee by such fifth Business Day.
If less than the entire  principal  amount of such  Security  is to be repaid in
accordance  with the  terms  of such  Security,  the  principal  amount  of such
Security to be repaid, in increments of the minimum  denomination for Securities
of such  series,  and the  denomination  or  denominations  of the  Security  or
Securities to be issued to the Holder for the portion of the principal amount of
such  Security  surrendered  that is not to be repaid,  must be  specified.  The
principal  amount of any Security  providing  for repayment at the option of the
Holder  thereof  may not be repaid in part if,  following  such  repayment,  the
unpaid  principal  amount  of such  Security  would  be less  than  the  minimum
authorized denomination of Securities of the series of which such Security to be
repaid  is a part.  Except  as  otherwise  may be  provided  by the terms of any
Security  providing for repayment at the option of the Holder thereof,  exercise
of the repayment option by the Holder shall be irrevocable  unless waived by the
Issuer.

                  SECTION 14.04. When Securities  Presented for Repayment Become
Due and Payable.  If  Securities  of any series  providing  for repayment at the
option of the Holders  thereof shall have been  surrendered  as provided in this
Article and as provided  by or  pursuant to the terms of such  Securities,  such
Securities  or the  portions  thereof,  as the case may be, to be  repaid  shall
become due and  payable  and shall be paid by the Issuer on the  Repayment  Date
therein specified, and on and after such Repayment Date (unless the Issuer shall
default  in the  payment  of  such  Securities  on  such  Repayment  Date)  such
Securities shall, if the same were interest-bearing,  cease to bear interest and
the coupons for such  interest  appertaining  to any Bearer  Securities so to be
repaid,  except to the extent provided  below,  shall be void. Upon surrender of
any such  Security for repayment in accordance  with such  provisions,  together
with all coupons,  if any,  appertaining  thereto  maturing  after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Issuer, together with accrued interest, if any, to the Repayment Date; provided,
however, that coupons whose Stated Maturity is on or prior to the Repayment Date
shall be payable only at an office or agency  located  outside the United States
(except as otherwise provided in Section 10.02) and, unless otherwise  specified
pursuant to Section 3.01, only upon  presentation and surrender of such coupons;
and provided further that, in the case of Registered Securities, installments of
interest,  if any,  whose Stated  Maturity is on or prior to the Repayment  Date
shall be payable (but without interest thereon,  unless the Issuer shall default
in the  payment  thereof)  to the  Holders  of such  Securities,  or one or more
Predecessor  Securities,  registered  as such at the  close of  business  on the
relevant  Record Dates  according to their terms and the  provisions  of Section
3.07.

                  If any Bearer Security  surrendered for repayment shall not be
accompanied by all appurtenant  coupons  maturing after the Repayment Date, such
Security  may be paid  after  deducting  from the  amount  payable  therefor  as
provided in Section 14.02 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Issuer and the Trustee if there be furnished to them such  security or indemnity
as they may  require  to save each of them and any  Paying  Agent  harmless.  If
thereafter  the Holder of such  Security  shall  surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction  shall have
been made as provided in the preceding  sentence,  such Holder shall be entitled
to receive the amount so deducted;  provided, however, that interest represented
by coupons  shall be payable  only at an office or agency  located  outside  the
United  States  (except as  otherwise  provided in Section  10.02)  and,  unless
otherwise  specified as contemplated by Section 3.01, only upon presentation and
surrender of those coupons.

                  If the  principal  amount  of  any  Security  surrendered  for
repayment shall not be so repaid upon surrender  thereof,  such principal amount
(together with interest,  if any, thereon accrued to such Repayment Date) shall,
until paid,  bear interest  from the  Repayment  Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount  Securities) set forth
in such Security.
<PAGE>

                  SECTION 14.05.  Securities  Repaid in Part.  Upon surrender of
any  Registered  Security  which is to be repaid in part only,  the Issuer shall
execute and the Trustee shall  authenticate  and make  available for delivery to
the Holder of such  Security,  without  service charge and at the expense of the
Issuer,  a new  Registered  Security or  Securities  of the same series,  of any
authorized  denomination  specified  by the Holder,  in an  aggregate  principal
amount  equal  to and in  exchange  for the  portion  of the  principal  of such
Security so surrendered which is not to be repaid.


                                   ARTICLE XV
                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 15.01.  Applicability  of Article;  Issuer's Option to
Effect  Defeasance  or  Covenant  Defeasance.  If,  pursuant  to  Section  3.01,
provision is made for either or both of (a)  defeasance of the  Securities of or
within a series under Section 15.02 or (b) covenant defeasance of the Securities
of or within a series under Section  15.03,  then the provisions of such Section
or Sections,  as the case may be,  together  with the other  provisions  of this
Article (with such modifications thereto as may be specified pursuant to Section
3.01 with respect to any Securities), shall be applicable to such Securities and
any  coupons  appertaining  thereto,  and the  Issuer may at its option by Board
Resolution,  at any  time,  with  respect  to such  Securities  and any  coupons
appertaining  thereto,  elect to have Section 15.02 (if  applicable)  or Section
15.03 (if applicable) be applied to such Outstanding  Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

                  SECTION 15.02.  Defeasance  and  Discharge.  Upon the Issuer's
exercise of the above  option  applicable  to this  Section  with respect to any
Securities  of or  within a  series,  the  Issuer  shall be  deemed to have been
discharged from its obligations with respect to such Outstanding  Securities and
any coupons appertaining thereto on the date the conditions set forth in Section
15.04  are  satisfied  (hereinafter,   "defeasance").  For  this  purpose,  such
defeasance means that the Issuer shall be deemed to have paid and discharged the
entire indebtedness  represented by such Outstanding  Securities and any coupons
appertaining thereto,  which shall thereafter be deemed to be "Outstanding" only
for the  purposes  of Section  15.05 and the other  Sections  of this  Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its other
obligations under such Securities and any coupons  appertaining thereto and this
Indenture  insofar as such Securities and any coupons  appertaining  thereto are
concerned (and the Trustee,  at the expense of the Issuer,  shall execute proper
instruments  acknowledging  the same),  except  for the  following  which  shall
survive until otherwise  terminated or discharged  hereunder:  (A) the rights of
Holders of such Outstanding  Securities and any coupons  appertaining thereto to
receive, solely from the trust fund described in Section 15.04 and as more fully
set forth in such Section, payments in respect of the principal of (and premium)
and interest,  if any, on such Securities and any coupons  appertaining  thereto
when such  payments are due, (B) the Issuer's  obligations  with respect to such
Securities  under Sections 3.05,  3.06,  10.02 and 10.03 and with respect to the
payment of Additional  Amounts,  if any, on such  Securities as  contemplated by
Section  10.10,  (C) the rights,  powers,  trusts,  duties and immunities of the
Trustee hereunder and (D) this Article.  Subject to compliance with this Article
Fifteen,  the Issuer may exercise its option under this Section  notwithstanding
the prior  exercise  of its option  under  Section  15.03  with  respect to such
Securities and any coupons appertaining thereto.

                  SECTION 15.03. Covenant Defeasance. Upon the Issuer's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series,  the Issuer  shall be released  from its  obligations  under
Sections 10.04 to 10.08, inclusive,  and, if specified pursuant to Section 3.01,
its obligations  under any other covenant  contained  herein or in any indenture
supplemental hereto, with respect to such Outstanding Securities and any coupons
appertaining  thereto on and after the date the  conditions set forth in Section
15.04 are satisfied (hereinafter,  "covenant  defeasance"),  and such Securities
and any  coupons  appertaining  thereto  shall  thereafter  be  deemed to be not
"Outstanding" for the purposes of any direction,  waiver, consent or declaration
or Act of Holders  (and the  consequences  of any  thereof) in  connection  with
Sections 10.04 to 10.08,  inclusive,  or such other covenant, but shall continue
to be deemed  "Outstanding" for all other purposes hereunder.  For this purpose,
such covenant defeasance means that, with respect to such Outstanding Securities
and any  coupons  appertaining  thereto,  the Issuer may omit to comply with and
shall have no liability  in respect of any term,  condition  or  limitation  set
forth  in  any  such  Section  or  such  other  covenant,  whether  directly  or
indirectly,  by reason of any reference  elsewhere herein to any such Section or
such other  covenant or by reason of reference in any such Section or such other
covenant  to any  other  provision  herein  or in any  other  document  and such
omission to comply shall not  constitute a default or an Event of Default  under
Section  5.01(4) or 5.01(8) or  otherwise,  as the case may be,  but,  except as
specified  above,  the remainder of this  Indenture and such  Securities and any
coupons appertaining thereto shall be unaffected thereby.
<PAGE>
                  SECTION   15.04.   Conditions   to   Defeasance   or  Covenant
Defeasance.  The following  shall be the  conditions to  application  of Section
15.02 or Section 15.03 to any  Outstanding  Securities of or within a series and
any coupons appertaining thereto:
                  (a) The Issuer shall  irrevocably  have deposited or caused to
         be  deposited  with the  Trustee  (or another  trustee  satisfying  the
         requirements  of  Section  6.07  who  shall  agree to  comply  with the
         provisions of this Article Fifteen  applicable to it) as trust funds in
         trust for the purpose of making the  following  payments,  specifically
         pledged as security  for, and  dedicated  solely to, the benefit of the
         Holders of such Securities and any coupons appertaining thereto, (1) an
         amount in such  currency,  currencies  or  currency  unit in which such
         Securities and any coupons  appertaining  thereto are then specified as
         payable at Stated Maturity, or (2) Government Obligations applicable to
         such  Securities and coupons  appertaining  thereto  (determined on the
         basis of the  currency,  currencies  or  currency  unit in  which  such
         Securities  and  coupons  appertaining  thereto are then  specified  as
         payable at Stated  Maturity)  which  through the  scheduled  payment of
         principal  and  interest in respect  thereof in  accordance  with their
         terms  will  provide,  not later  than the due date of any  payment  of
         principal of (and premium) and interest, if any, on such Securities and
         any  coupons  appertaining  thereto,  money  in  an  amount,  or  (3) a
         combination  thereof,  in any case, in an amount,  sufficient,  without
         consideration  of any  reinvestment of such principal and interest,  in
         the  opinion of a  nationally  recognized  firm of  independent  public
         accountants  expressed in a written  certification thereof delivered to
         the Trustee,  to pay and  discharge,  and which shall be applied by the
         Trustee (or other  qualifying  trustee) to pay and  discharge,  (i) the
         principal of (and  premium) and interest,  if any, on such  Outstanding
         Securities and any coupons  appertaining thereto on the Stated Maturity
         of such  principal or installment of principal or interest and (ii) any
         mandatory  sinking fund  payments or analogous  payments  applicable to
         such Outstanding Securities and any coupons appertaining thereto on the
         day on which such payments are due and payable in  accordance  with the
         terms  of  this  Indenture  and of  such  Securities  and  any  coupons
         appertaining thereto.
                  (b) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         or any other material  agreement or instrument to which the Issuer is a
         party or by which it is bound.
                 (c) No Event of Default or event which with notice or lapse of
         time or both  would  become an Event of  Default  with  respect to such
         Securities and any coupons appertaining thereto shall have occurred and
         be  continuing  on the date of such  deposit  or,  insofar as  Sections
         5.01(6) and 5.01(7) are concerned, at any time during the period ending
         on the 91st day after  the date of such  deposit  (it being  understood
         that this condition shall not be deemed  satisfied until the expiration
         of such period).
                  (d) In the case of an election under Section 15.02, the Issuer
         shall have delivered to the Trustee an Opinion of Counsel  stating that
         (i) the Issuer has received  from, or there has been  published by, the
         Internal Revenue Service a ruling,  or (ii) since the date of execution
         of this  Indenture,  there has been a change in the applicable  Federal
         income tax law, in either case to the effect  that,  and based  thereon
         such  opinion  shall  confirm  that,  the  Holders of such  Outstanding
         Securities  and any coupons  appertaining  thereto  will not  recognize
         income,  gain or loss for  Federal  income tax  purposes as a result of
         such  defeasance  and will be subject to Federal income tax on the same
         amounts,  in the same  manner  and at the same times as would have been
         the case if such defeasance had not occurred.
                  (e) In the case of an election under Section 15.03, the Issuer
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that  the  Holders  of such  Outstanding  Securities  and  any  coupons
         appertaining  thereto  will  not  recognize  income,  gain or loss  for
         Federal income tax purposes as a result of such covenant defeasance and
         will be subject to Federal income tax on the same amounts,  in the same
         manner  and at the  same  times  as  would  have  been the case if such
         covenant defeasance had not occurred.
                  (f)  The  Issuer  shall  have  delivered  to  the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  to the  defeasance  under  Section  15.02 or the
         covenant  defeasance under Section 15.03 (as the case may be) have been
         complied  with and an Opinion of Counsel to the effect  that either (i)
         as a result  of a  deposit  pursuant  to  subsection  (a) above and the
         related  exercise of the Issuer's option under Section 15.02 or Section
         15.03  (as the case may be),  registration  is not  required  under the
         Investment Company Act of 1940, as amended, by the Issuer, with respect
         to the trust funds representing such deposit or by the Trustee for such
         trust  funds or (ii) all  necessary  registrations  under said Act have
         been effected.
                  (g) Notwithstanding any other provisions of this Section, such
         defeasance or covenant  defeasance shall be effected in compliance with
         any additional or substitute terms, conditions or limitations which may
         be imposed on the Issuer in  connection  therewith  pursuant to Section
         3.01.
<PAGE>
                  SECTION 15.05.  Deposited Money and Government  Obligations to
Be Held in Trust; Other Miscellaneous  Provisions.  Subject to the provisions of
the last paragraph of Section 10.03,  all money and Government  Obligations  (or
other  property as may be  provided  pursuant to Section  3.01)  (including  the
proceeds  thereof)  deposited  with the  Trustee (or other  qualifying  trustee,
collectively  for purposes of this Section  15.05,  the  "Trustee")  pursuant to
Section  15.04 in respect of any  Outstanding  Securities  of any series and any
coupons  appertaining thereto shall be held in trust and applied by the Trustee,
in  accordance   with  the  provisions  of  such   Securities  and  any  coupons
appertaining  thereto and this  Indenture,  to the payment,  either  directly or
through any Paying Agent  (including  the Issuer acting as its own Paying Agent)
as the Trustee may determine,  to the Holders of such Securities and any coupons
appertaining  thereto  of all sums due and to become  due  thereon in respect of
principal (and premium) and interest, but such money need not be segregated from
other funds except to the extent required by law.

                  Unless  otherwise  specified  with  respect  to  any  Security
pursuant to Section 3.01,  if, after a deposit  referred to in Section  15.04(a)
has been made,  the Holder of a Security  in respect of which such  deposit  was
made is entitled  to, and does,  elect  pursuant to Section 3.01 or the terms of
such Security to receive  payment in a currency or currency unit other than that
in which the deposit  pursuant to Section  15.04(a)  has been made in respect of
such  Security,  the  indebtedness  represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully discharged
and  satisfied  through  the  payment of the  principal  of (and  premium),  and
interest,  if any, on such  Security as the same becomes due out of the proceeds
yielded by converting  (from time to time as specified  below in the case of any
such  election)  the  amount or other  property  deposited  in  respect  of such
Security  into the  currency or  currency  unit in which such  Security  becomes
payable as a result of such election  based on the  applicable  market  exchange
rate for such  currency or currency  unit in effect on the second  Business  Day
prior to each payment date.

                  The Issuer  shall pay and  indemnify  the Trustee  against any
tax,  fee  or  other  charge  imposed  on or  assessed  against  the  Government
Obligations  deposited  pursuant to Section  15.04 or the principal and interest
received in respect  thereof  other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding  Securities and any
coupons appertaining thereto.

                  Anything  in this  Article  to the  contrary  notwithstanding,
subject to Section  6.06,  the Trustee  shall  deliver or pay to the Issuer from
time to time upon Issuer Request any money or Government  Obligations  (or other
property and any  proceeds  therefrom)  held by it as provided in Section  15.04
which,  in the opinion of a nationally  recognized  firm of  independent  public
accountants  expressed  in a  written  certification  thereof  delivered  to the
Trustee,  are in excess of the amount thereof which would then be required to be
deposited to effect a  defeasance  or covenant  defeasance,  as  applicable,  in
accordance with this Article.



                                   ARTICLE XVI
                        MEETINGS OF HOLDERS OF SECURITIES


                  SECTION 16.01.  Purposes for Which  Meetings May Be Called.  A
meeting  of Holders  of  Securities  of any series may be called at any time and
from time to time  pursuant to this  Article to make,  give or take any request,
demand,  authorization,  direction,  notice,  consent,  waiver  or other  action
provided by this  Indenture to be made,  given or taken by Holders of Securities
of such series.

                  SECTION  16.02.  Call,  Notice and Place of Meetings.  (a) The
Trustee  may at any time call a meeting of Holders of  Securities  of any series
for any purpose  specified in Section 16.01, to be held at such time and at such
place as the  Trustee  shall  determine.  Notice of every  meeting of Holders of
Securities  of any series,  setting forth the time and the place of such meeting
and in general terms the action  proposed to be taken at such meeting,  shall be
given,  in the manner  provided in Section 1.06,  not less than 20 nor more than
180 days prior to the date fixed for the meeting.
<PAGE>

                  (b) In  case  at any  time  the  Issuer,  pursuant  to a Board
Resolution,  or  the  Holders  of at  least  25%  in  principal  amount  of  the
Outstanding  Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 16.01, by written request setting forth in reasonable  detail the action
proposed to be taken at the  meeting,  and the  Trustee  shall not have made the
first  publication of the notice of such meeting within 20 days after receipt of
such request or shall not thereafter  proceed to cause the meeting to be held as
provided herein,  then the Issuer or the Holders of Securities of such series in
the amount above  specified,  as the case may be, may determine the time and the
place for such  meeting and may call such  meeting  for such  purposes by giving
notice thereof as provided in subsection (a) of this Section.

                  SECTION  16.03.  Persons  Entitled to Vote at Meetings.  To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding  Securities of such series,  or
(2) a Person  appointed  by an  instrument  in  writing as proxy for a Holder or
Holders of one or more  Outstanding  Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons  entitled to
vote at such meeting and their counsel,  any  representatives of the Trustee and
its counsel and any representatives of the Issuer and its counsel.
<PAGE>

                  SECTION 16.04. Quorum;  Action. The Persons entitled to vote a
majority in principal  amount of the  Outstanding  Securities  of a series shall
constitute  a quorum  for a meeting of Holders  of  Securities  of such  series;
provided,  however,  that if any  action  is to be  taken at such  meeting  with
respect to a consent or waiver which this  Indenture  expressly  provides may be
given by the Holders of not less than a specified percentage in principal amount
of the  Outstanding  Securities of a series,  the Persons  entitled to vote such
specified  percentage in principal amount of the Outstanding  Securities of such
series shall  constitute a quorum.  In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved.  In any other
case the  meeting  may be  adjourned  for a period  of not less  than 10 days as
determined  by the  chairman of the  meeting  prior to the  adjournment  of such
meeting.  In the absence of a quorum at the  reconvening  of any such  adjourned
meeting,  such  adjourned  meeting may be further  adjourned for a period of not
less than 10 days;  at the  reconvening  of any  meeting  adjourned  or  further
adjourned  for lack of a quorum,  the persons  entitled to vote 25% in aggregate
principal  amount of the then  Outstanding  Securities shall constitute a quorum
for the taking of any action  set forth in the notice of the  original  meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 15.02(a),  except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.

                  Except  as  limited  by  the  proviso  to  Section  9.02,  any
resolution  presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the  affirmative  vote of the
persons  entitled  to vote a  majority  in  aggregate  principal  amount  of the
Outstanding  Securities  represented at such meeting;  provided,  however, that,
except as limited by the proviso to Section 9.02, any resolution with respect to
any request, demand, authorization,  direction, notice, consent, waiver or other
action which this Indenture  expressly  provides may be made,  given or taken by
the  Holders  of a  specified  percentage,  which is less  than a  majority,  in
principal  amount of the Outstanding  Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

                  Any  resolution  passed or  decision  taken at any  meeting of
Holders of Securities  of any series duly held in  accordance  with this Section
shall be binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

                  Notwithstanding  the  foregoing  provisions  of  this  Section
15.04, if any action is to be taken at a meeting of Holders of Securities of any
series with respect to any request, demand,  authorization,  direction,  notice,
consent,  waiver or other action that this Indenture  expressly  provides may be
made,  given or taken by the  Holders of a  specified  percentage  in  principal
amount of all Outstanding Securities affected thereby, or of the Holders of such
series and one or more additional series:

                    (i)    there shall be no minimum quorum requirement for 
         such meeting; and

                   (ii) the principal  amount of the  Outstanding  Securities of
         such series that vote in favor of such request, demand,  authorization,
         direction,  notice, consent, waiver or other action shall be taken into
         account in  determining  whether such request,  demand,  authorization,
         direction, notice, consent, waiver or other action has been made, given
         or taken under this Indenture.

                  SECTION 16.05.  Determination  of Voting  Rights;  Conduct and
Adjournment of Meetings.  (a)  Notwithstanding any provisions of this Indenture,
the Trustee may make such  reasonable  regulations  as it may deem advisable for
any  meeting  of  Holders  of  Securities  of a series in regard to proof of the
holding of  Securities of such series and of the  appointment  of proxies and in
regard to the appointment and duties of inspectors of votes,  the submission and
examination  of proxies,  certificates  and other evidence of the right to vote,
and such other  matters  concerning  the conduct of the meeting as it shall deem
appropriate.  Except as otherwise permitted or required by any such regulations,
the holding of  Securities  shall be proved in the manner  specified  in Section
1.04 and the appointment of any proxy shall be proved in the manner specified in
Section  1.04 or by having  the  signature  of the  Person  executing  the proxy
witnessed or  guaranteed  by any trust  company,  bank or banker  authorized  by
Section 1.04 to certify to the holding of Bearer  Securities.  Such  regulations
may provide that written instruments appointing proxies,  regular on their face,
may be presumed valid and genuine without the proof specified in Section 1.04 or
other proof.

                  (b) The Trustee shall,  by an instrument in writing  appoint a
temporary chairman of the meeting,  unless the meeting shall have been called by
the Issuer or by Holders of Securities as provided in Section 16.02(b), in which
case the Issuer or the Holders of Securities of the series  calling the meeting,
as the case  may be,  shall in like  manner  appoint  a  temporary  chairman.  A
permanent chairman and a permanent  secretary of the meeting shall be elected by
vote of the  Persons  entitled  to vote a majority  in  principal  amount of the
Outstanding Securities of such series represented at the meeting.
<PAGE>

                  (c) At any meeting each Holder of a Security of such series or
proxy  shall be entitled  to one vote for each  $1,000  principal  amount of the
Outstanding  Securities  of such series held or  represented  by him;  provided,
however,  that no vote shall be cast or counted at any meeting in respect of any
Security  challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

                  (d) Any  meeting of Holders of  Securities  of any series duly
called  pursuant to Section  16.02 at which a quorum is present may be adjourned
from time to time by Persons  entitled to vote a majority in principal amount of
the Outstanding  Securities of such series  represented at the meeting,  and the
meeting may be held as so adjourned without further notice.

                  SECTION  16.06.   Counting  Votes  and  Recording   Action  of
Meetings.  The vote upon any  resolution  submitted to any meeting of Holders of
Securities  of any  series  shall  be by  written  ballots  on  which  shall  be
subscribed  the  signatures  of the Holders of  Securities  of such series or of
their  representatives  by proxy and the principal amounts and serial numbers of
the  Outstanding  Securities  of such series held or  represented  by them.  The
permanent  chairman of the meeting  shall  appoint two  inspectors  of votes who
shall count all votes cast at the meeting for or against any  resolution and who
shall make and file with the  secretary of the meeting  their  verified  written
reports in  duplicate of all votes cast at the  meeting.  A record,  at least in
duplicate,  of the  proceedings  of each meeting of Holders of Securities of any
Series  shall be  prepared  by the  secretary  of the meeting and there shall be
attached to said record the original  reports of the  inspectors of votes on any
vote by ballot  taken  thereat  and  affidavits  by one or more  persons  having
knowledge  of the fact,  setting  forth a copy of the notice of the  meeting and
showing  that said  notice  was given as  provided  in  Section  16.02  and,  if
applicable,  Section  16.04.  Each copy  shall be  signed  and  verified  by the
affidavits of the  permanent  chairman and secretary of the meeting and one such
copy shall be delivered to the Issuer and another to the Trustee to be preserved
by the Trustee,  the latter to have  attached  thereto the ballots  voted at the
meeting.  Any record so signed and verified shall be conclusive  evidence of the
matters therein stated.

                              SIGNATURES AND SEALS


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

                                       AMERICAN STANDARD INC.



                                       By:   /s/Thomas S. Battaglia
                                       Name:    Thomas S. Battaglia
                                       Title:   Vice President and Treasurer



                                       AMERICAN STANDARD COMPANIES INC.
                                       By:   /s/Thomas S. Battaglia
                                       Name:    Thomas S. Battaglia
                                       Title:   Vice President and Treasurer



                                       THE BANK OF NEW YORK,
                                          as Trustee



                                      By:   /s/ Van K. Brown
                                      Name:     Van K. Brown
                                      Title:    Assistant Vice President






<PAGE>


              FORM OF REDEEMABLE OR NON-REDEEMABLE SENIOR SECURITY
                               [Face of Security]


[If the Holder of this Security (as  indicated  below) is The  Depository  Trust
Company  ("DTC") or a nominee of DTC, this Security is a Global Security and the
following two legends apply:

Unless  this  Security  is  presented  by an  authorized  representative  of The
Depository  Trust Company  ("DTC"),  55 Water Street,  New York, New York to the
issuer or its agent for registration of transfer,  exchange or payment, and such
Security  issued is  registered in the name of CEDE & CO., or such other name as
requested by an authorized  representative of DTC, 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.

Unless and until this  Security is exchanged in whole or in part for  Securities
in certificated  form, this Security may not be transferred except as a whole by
DTC to a nominee  thereof or by a nominee  thereof to DTC or another  nominee of
DTC or by DTC or any such  nominee  to a  successor  of DTC or a nominee of such
successor.]

[If this Security is an Original Issue Discount Security, insert -- FOR PURPOSES
OF SECTION 1272 THROUGH 1275 OF THE UNITED STATES  INTERNAL  REVENUE  CODE,  THE
ISSUE PRICE OF THIS SECURITY IS , THE AMOUNT OF ORIGINAL  ISSUE DISCOUNT ON THIS
SECURITY IS , THE ISSUE DATE IS , 19 AND THE YIELD TO MATURITY IS %. [THE METHOD
USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT  APPLICABLE TO THE SHORT
ACCRUAL PERIOD OF , 19 TO , 19 , IS % OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]

                             AMERICAN STANDARD INC.
                             [Designation of Series]

No. _______                                              $_________

                                                          CUSIP No.  


AMERICAN  STANDARD  INC.,  a Delaware  corporation  (herein  referred  to as the
"Issuer," which term includes any successor Person under the Indenture  referred
to on the  reverse  hereof),  for  value  received,  hereby  promises  to pay to
______________________________  or  registered  assigns  the  principal  sum  of
_______ Dollars on _____________________ (the "Stated Maturity Date") [or insert
date fixed for earlier  redemption (the "Redemption Date," and together with the
Stated  Maturity  Date with  respect to principal  repayable  on such date,  the
"Maturity Date.")]

[If the Security is to bear  interest  prior to  Maturity,  insert -- and to pay
interest  thereon from  ______________  or from the most recent Interest Payment
Date to which  interest has been paid or duly  provided  for,  semi-annually  on
__________  and  _________  in each year (each,  an  "Interest  Payment  Date"),
commencing __________,  at the rate of __% per annum, until the principal hereof
is paid or duly provided for. The interest so payable,  and  punctually  paid or
duly  provided  for,  on any  Interest  Payment  Date will,  as provided in such
Indenture,  be paid to the  Holder in whose name this  Security  (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest, which shall be the ________ or ______ (whether or
not a Business Day), as the case may be, next  preceding  such Interest  Payment
Date [at the  office  or  agency  of the  Issuer  maintained  for such  purpose;
provided,  however,  that such interest may be paid, at the Issuer's option,  by
mailing a check to such Holder at its registered address or by transfer of funds
to an account  maintained  by such Holder  within the United  States].  Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may be paid to the Holder
in  whose  name  this  Security  (or  one or  more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or may be paid at any time in any other lawful manner
not inconsistent  with the requirements of any securities  exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.]
<PAGE>

[If the  Security  is not to bear  interest  prior to  Maturity,  insert  -- The
principal  of this  Security  shall  not bear  interest  except in the case of a
default in payment of principal  upon  acceleration,  upon  redemption or at the
[Stated]  Maturity Date and in such case the overdue  principal of this Security
shall bear  interest  at the rate of % per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such default in payment to the date payment of such  principal  has been made
or duly  provided  for.  Interest on any overdue  principal  shall be payable on
demand. Any such interest on any overdue principal that is not so paid on demand
shall bear  interest  at the rate of % per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

The  principal  of this  Security  payable on the Stated  Maturity  Date [or the
principal of, premium,  and, if the Redemption  Date is not an Interest  Payment
Date,  interest on this Security  payable on the  Redemption  Date] will be paid
against  presentation  of this  Security  at the  office or agency of the Issuer
maintained for that purpose in ___________________,  in such coin or currency of
the United  States of America as at the time of payment is legal  tender for the
payment of public and private debts.

Interest  payable  on this  Security  on any  Interest  Payment  Date and on the
[Stated]  Maturity Date [or  Redemption  Date, as the case may be,] will include
interest accrued from and including the next preceding  Interest Payment Date in
respect  of which  interest  has  been  paid or duly  provided  for (or from and
including  ____________,  if no interest has been paid on this  Security) to but
excluding  such  Interest  Payment  Date  or  the  [Stated]  Maturity  Date  [or
Redemption  Date,  as the  case  may be.] If any  Interest  Payment  Date or the
[Stated]  Maturity  Date  or  [Redemption  Date]  falls  on a day  that is not a
Business Day, as defined below, principal, premium, and/or interest payable with
respect to such Interest  Payment Date or [Stated]  Maturity Date [or Redemption
Date, as the case may be,] will be paid on the next succeeding Business Day with
the same force and effect as if it were paid on the date such  payment  was due,
and no  interest  shall  accrue on the amount so payable for the period from and
after such Interest Payment Date or [Stated]  Maturity Date [or Redemption Date,
as the case may be.]  "Business  Day" means any day,  other  than a Saturday  or
Sunday,  on which  banks in New York are not  required or  authorized  by law or
executive order to close.

[If this  Security is a Global  Security,  insert -- All payments of  principal,
premium,  and interest in respect of this Security will be made by the Issuer in
immediately available funds.]

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

Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual  signature of one of its authorized  signatories,  this Security shall
not be entitled to any benefit  under the  Indenture,  or be valid or obligatory
for any purpose.



<PAGE>


IN WITNESS  WHEREOF,  the Issuer has caused this  instrument to be duly executed
under its facsimile corporate seal.


                                                    AMERICAN STANDARD INC.



                                                     By: 

                                                     By:     
Attest:






<PAGE>


                              [Reverse of Security]
                              AMERICAN STANDARD INC.


This  Security is one of a duly  authorized  issue of  securities  of the Issuer
(herein called the "Securities"),  issued and to be issued in one or more series
under an  Indenture,  dated as of [ ],  1997  (herein  called  the  "Indenture")
between  the Issuer  and The Bank of New York,  as  Trustee  (herein  called the
"Trustee,"  which term includes any successor  trustee under the Indenture  with
respect to the series of which this Security is a part),  to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective rights,  limitations of rights,  duties and immunities thereunder
of the Issuer,  the Trustee and the Holders of the Securities,  and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
Security is one of the duly  authorized  series of Securities  designated on the
face hereof (collectively,  the "Securities"), [if applicable, insert -- and the
aggregate  principal  amount of the Securities to be issued under such series is
limited to $______  (except for  Securities  authenticated  and  delivered  upon
transfer  of, or in exchange  for, or in lieu of other  Securities).]  All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

If an  Event of  Default,  as  defined  in the  Indenture,  shall  occur  and be
continuing,  the principal of the  Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.

[If applicable, insert -- The Securities may not be redeemed prior to the Stated
Maturity Date.]

[If  applicable,  insert -- The  Securities  are subject to redemption [ (l) (If
applicable, insert -- on _________ in any year commencing with the year ____ and
ending with the year ____ through  operation of the sinking fund for this series
at a  Redemption  Price  equal to 100% of the  principal  amount,  and (2) ] [If
applicable,  insert -- at any time [on or after  ___________],  as a whole or in
part,  at  the  election  of the  Issuer,  at the  following  Redemption  Prices
(expressed as percentages of the principal amount):

If redeemed on or before _______, __% and if redeemed during the 12-month period
beginning  _______ of the years  indicated at the  Redemption  Prices  indicated
below.

Year        Redemption Price             Year                  Redemption Price


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

[If  applicable,  insert -- The  Securities  are  subject to  redemption  (1) on
_______ in any year  commencing with the year ____ and ending with the year ____
through  operation of the sinking fund for this series at the Redemption  Prices
for redemption  through  operation of the sinking fund (expressed as percentages
of the principal  amount) set forth in the table below,  and (2) at any time [on
or after _______],  as a whole or in part, at the election of the Issuer, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund  (expressed as percentages of the principal  amount) set forth in the table
below: If redeemed during the 12-month  period  beginning  ________ of the years
indicated,

                Redemption Price for                Redemption Price for
                 Redemption Through                 Redemption Otherwise
                  Operation of the                 Than Through Operation
Year               Sinking Fund                     of the Sinking Fund

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

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

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

Notice of redemption  will be given by mail to Holders of  Securities,  not less
than 30 nor more than 60 days prior to the  Redemption  Date, all as provided in
the Indenture.

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

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

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

As provided in the  Indenture  and subject to certain  limitations  therein [and
herein] set forth,  the transfer of this Security is registrable in the Security
Register of the Issuer upon  surrender  of this  Security  for  registration  of
transfer at the office or agency of the Issuer in any place where the  principal
of (and premium) and interest on this Security are payable, duly endorsed by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Issuer and the Security  Registrar duly executed by, the Holder hereof or by his
attorney duly  authorized in writing,  and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

As provided in the  Indenture  and subject to certain  limitations  therein [and
herein] set forth, this Security is exchangeable for a like aggregate  principal
amount of Securities of different authorized  denominations but otherwise having
the same terms and  conditions,  as requested by the Holder hereof  surrendering
the same.

The  Securities  of this series are issuable  only in  registered  form [without
coupons] in denominations of $_______ and any integral multiple thereof.

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

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

No recourse shall be had for the payment of the principal of or premium,  or the
interest  on this  Security,  or for any claim based  hereon,  or  otherwise  in
respect  hereof,  or based on or in respect of the  Indenture  or any  indenture
supplemental thereto, against any past, present or future stockholder, employee,
officer, director, incorporator,  limited or general partner, as such, of the or
of any  successor,  either  directly  or through  the  Issuer or any  successor,
whether  by  virtue  of  any  constitution,  statute  or  rule  of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance  hereof and as part of the consideration for the issue hereof,
expressly waived and released.

The  Indenture  and  the  Securities  shall  be  governed  by and  construed  in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed  entirely in such State  without  regard to conflicts of law
principles thereof.



<PAGE>


                             FORMS OF CERTIFICATION


                                   EXHIBIT B-1


               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE


                                   CERTIFICATE


                  [Insert title or sufficient description of Securities to be
delivered]

                  This is to certify that, as of the date hereof,  and except as
set forth below, the above-captioned  Securities held by you for our account (i)
are owned by person(s)  that are not citizens or residents of the United States,
domestic  partnerships,  domestic corporations or any estate or trust the income
of which is subject to United States Federal income  taxation  regardless of its
source ("United States  person(s)"),  (ii) are owned by United States  person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions,   as  defined  in  United  States  Treasury   Regulations  Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial  institutions
and who hold the Securities through such United States financial institutions on
the  date  hereof  (and in  either  case (a) or (b),  each  such  United  States
financial  institution  hereby  agrees,  on its own behalf or through its agent,
that you may advise  AMERICAN  STANDARD  INC.  or its agent that such  financial
institution  will comply with the requirements of Section  165(j)(3)(A),  (B) or
(C) of the United  States  Internal  Revenue Code of 1986,  as amended,  and the
regulations  thereunder),  or  (iii)  are  owned by  United  States  or  foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury  Regulations Section  1.163-5(c)(2)(i)(D)(7)),
and,  in  addition,  if the  owner  is a  United  States  or  foreign  financial
institution  described in clause (iii) above  (whether or not also  described in
clause (i) or (ii)), this is to further certify that such financial  institution
has not acquired the Securities for purposes of resale directly or indirectly to
a  United  States  person  or to a  person  within  the  United  States  or  its
possessions.

                  As used herein,  "United  States"  means the United  States of
America   (including  the  States  and  the  District  of  Columbia);   and  its
"possessions"  include  Puerto Rico, the U.S.  Virgin  Islands,  Guam,  American
Samoa, Wake Island and the Northern Mariana Islands.

                  We  undertake  to advise you  promptly  by tested  telex on or
prior to the date on which you intend to submit your  certification  relating to
the  above-captioned  Securities  held by you for our account in accordance with
your Operating  Procedures if any applicable  statement herein is not correct on
such date,  and in the absence of any such  notification  it may be assumed that
this certification applies as of such date.

                  This  certificate  excepts  and does not  relate to [U.S.$] of
such interest in the  above-captioned  Securities in respect of which we are not
able to certify and as to which we  understand  an exchange for an interest in a
permanent  Global  Security  or an  exchange  for  and  delivery  of  definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

                  We  understand  that  this  certificate  may  be  required  in
connection with certain tax legislation in the United States.  If administrative
or legal  proceedings  are commenced or threatened in connection with which this
certificate  is or would be relevant,  we  irrevocably  authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: ________, ____
[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii)
the relevant  Interest  Payment Date  occurring  prior to the Exchange  Date, as
applicable]

                                           [Name of Person Making Certification]


                                            ------------------------------------
                                            (Authorized Signature)
                                            Name:
                                            Title:




<PAGE>


                                   EXHIBIT B-2


                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE


                                   CERTIFICATE


                  [Insert title or sufficient description of Securities to be
delivered]

                  This  is  to   certify   that,   based   solely   on   written
certifications  that  we  have  received  in  writing,  by  tested  telex  or by
electronic  transmission  from each of the persons  appearing  in our records as
persons  entitled  to a portion of the  principal  amount  set forth  below (our
"Member  Organizations")  substantially in the form attached  hereto,  as of the
date hereof,  [U.S.$] principal amount of the above-captioned  Securities (i) is
owned by person(s)  that are not  citizens or  residents  of the United  States,
domestic  partnerships,  domestic corporations or any estate or trust the income
of which is subject to United States Federal income  taxation  regardless of its
source ("United  States  person(s)"),  (ii) is owned by United States  person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions,  as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
are herein  referred to as "financial  institutions")  purchasing  for their own
account  or  for  resale,  or (b)  United  States  person(s)  who  acquired  the
Securities through foreign branches of United States financial  institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such financial  institution has
agreed,  on its own behalf or through  its  agent,  that we may advise  American
Standard Inc. or its agent that such financial  institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations  thereunder),  or (iii) is owned by United
States or foreign  financial  institution(s)  for purposes of resale  during the
restricted  period (as defined in United  States  Treasury  Regulations  Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions
described in clause (iii) above  (whether or not also described in clause (i) or
(ii)) have  certified that they have not acquired the Securities for purposes of
resale  directly or  indirectly  to a United States person or to a person within
the United States or its possessions.

                  As used herein,  "United  States"  means the United  States of
America   (including  the  States  and  the  District  of  Columbia);   and  its
"Possessions"  include  Puerto Rico, the U.S.  Virgin  Islands,  Guam,  American
Samoa, Wake Island and the Northern Mariana Islands.

                  We  further  certify  that  (i) we are  not  making  available
herewith for exchange (or, if relevant,  collection of any interest) any portion
of the temporary  Global Security  representing the  above-captioned  Securities
excepted in the  above-referenced  certificates of Member Organizations and (ii)
as of the date  hereof we have not  received  any  notification  from any of our
Member  Organizations  to the effect  that the  statements  made by such  Member
Organizations  with  respect to any portion of the part  submitted  herewith for
exchange  (or, if relevant,  collection  of any interest) are no longer true and
cannot be relied upon as of the date hereof.

                  We  understand   that  this   certification   is  required  in
connection with certain tax legislation in the United States.  If administrative
or legal  proceedings  are commenced or threatened in connection with which this
certificate  is or would be relevant,  we  irrevocably  authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: _______ ____
[To be dated no earlier than the Exchange Date or the relevant  Interest Payment
Date occurring prior to the Exchange Date, as applicable]

    [Morgan Guaranty Trust Company of New  York, Brussels Office,] as Operator 
    of the Euroclear System [CEDEL S.A.]


    By:  




<PAGE>


                          FORM OF NOTATION ON SECURITY
                  RELATING TO AMERICAN STANDARD COMPANIES INC.


                  The Guarantor has  unconditionally  guaranteed,  to the extent
set forth in the Indenture and subject to the provisions in the  Indenture,  the
due and punctual  payment and  performance of the  obligations of the Company in
connection with the Indenture and each Series of Securities  issued  thereunder.
In case of the  failure of the  Company  punctually  to perform or make any such
payment, the Guarantor hereby agrees to cause such payment and performance to be
made punctually.

                  The  obligations  of the  Guarantor  to the Holders and to the
Trustee  pursuant to the  Guarantee and the Indenture are expressly set forth in
Article  Twelve of the  Indenture  and reference is hereby made to the Indenture
for the precise terms of the Guarantee.  Capitalized  terms used and not defined
herein have the meanings ascribed thereto in the Indenture.

AMERICAN STANDARD COMAPANIES INC.


By:                                                     
       Name:                                            
       Title:                                           


Attest:


By:                                                     
       Name:                                            
       Title: