Exhibit 4.2


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                                  VIACOM INC.,

                                                         Issuer

                                       and



                              THE BANK OF NEW YORK,

                                                         Trustee



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

                                    Indenture

                                   Dated as of


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


                           Providing for the Issuance

                                       of

                       Senior Subordinated Debt Securities

<PAGE>


                                   VIACOM INC.
           Reconciliation and tie between Trust Indenture Act of 1939
                         and Indenture, dated as of [ ]


     Trust Indenture Act                                      Indenture
           Section                                             Section

         ss. 310    (a)(1)                                  607(a)
                    (a)(2)                                  607(a)
                    (b)                                     607(b), 609
         ss. 312    (c)                                     701
         ss. 314    (a)                                     704
                    (a)(4)                                  1008(a)
                    (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






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

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

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

       ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.......................................................1
SECTION 102. Compliance Certificates and Opinions.............................13
SECTION 103. Form of Documents Delivered to Trustee...........................13
SECTION 104. Acts of Holders..................................................14
SECTION 105. Notices, etc., to Trustee and Company............................15
SECTION 106. Notice to Holders; Waiver........................................16
SECTION 107. Effect of Headings and Table of Contents.........................17
SECTION 108. Successors and Assigns...........................................17
SECTION 109. Separability Clause..............................................17
SECTION 110. Benefits of Indenture............................................17
SECTION 111. Governing Law....................................................17
SECTION 112. Legal Holidays...................................................17
SECTION 113. Submission to Jurisdiction: Appointment
               of Agent for Service...........................................17

                          ARTICLE TWO SECURITIES FORMS

SECTION 201. Forms of Securities..............................................18
SECTION 202. Form of Trustee's Certificate of Authentication..................18
SECTION 203. Securities Issuable in Global Form...............................19

                          ARTICLE THREE THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.............................19
SECTION 302. Denominations....................................................24
SECTION 303. Execution, Authentication, Delivery and Dating...................24
SECTION 304. Temporary Securities.............................................26
SECTION 305. Registration, Registration of Transfer and
               Exchange.......................................................28
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
               and Coupons....................................................32
SECTION 307. Payment of Interest; Interest Rights Preserved;
               Optional Interest Reset........................................33
SECTION 308. Optional Extension of Maturity...................................36
SECTION 309. Persons Deemed Owners............................................36
SECTION 310. Cancellation.....................................................37
SECTION 311. Computation of Interest..........................................37
SECTION 312. Currency and Manner of Payments in Respect of
               Securities.....................................................37
SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent.....41
SECTION 314. CUSIP Numbers....................................................41

                     ARTICLE FOUR SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture..........................42
SECTION 402. Application of Trust Funds.......................................43


<PAGE>

                              ARTICLE FIVE REMEDIES

SECTION 501. Events of Default................................................43
SECTION 502. Acceleration of Maturity; Rescission and Annulment...............45
SECTION 503. Collection of Indebtedness and Suits for Enforcement
               by Trustee.....................................................46
SECTION 504. Trustee May File Proofs of Claim.................................46
SECTION 505. Trustee May Enforce Claims Without Possession
               of Securities or Coupons.......................................47
SECTION 506. Application of Money Collected...................................47
SECTION 507. Limitation on Suits..............................................48
SECTION 508. Unconditional Right of Holders to Receive Principal,
               Premium and Interest...........................................48
SECTION 509. Restoration of Rights and Remedies...............................49
SECTION 510. Rights and Remedies Cumulative...................................49
SECTION 511. Delay or Omission Not Waiver.....................................49
SECTION 512. Control by Holders of Securities.................................49
SECTION 513. Waiver of Past Defaults..........................................49
SECTION 514. Waiver of Stay or Extension Laws.................................50

                             ARTICLE SIX THE TRUSTEE

SECTION 601. Notice of Defaults...............................................50
SECTION 602. Certain Rights of Trustee........................................50
SECTION 603. Not Responsible for Recitals or Issuance of
               Securities.....................................................52
SECTION 604. May Hold Securities..............................................52
SECTION 605. Money Held in Trust..............................................52
SECTION 606. Compensation and Reimbursement and Indemnification
               of Trustee.....................................................52
SECTION 607. Corporate Trustee Required; Eligibility..........................53
SECTION 608. Disqualification; Conflicting Interests..........................53
SECTION 609. Resignation and Removal; Appointment of Successor................53
SECTION 610. Acceptance of Appointment by Successor...........................55
SECTION 611. Merger, Conversion, Consolidation or Succession
               to Business....................................................56
SECTION 612. Appointment of Authenticating Agent..............................56

         ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders.....................58
SECTION 702. Preservation of Information; Communications
               to Holders.....................................................58
SECTION 703. Reports by Trustee...............................................58
SECTION 704. Reports by Company...............................................59
SECTION 705. Calculation of Original Issue Discount...........................59

       ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, etc. Only on Certain Terms..............59
SECTION 802. Successor Person Substituted.....................................60

                   ARTICLE NINE SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders...............60
SECTION 902. Supplemental Indentures with Consent of Holders..................62


                                       ii


<PAGE>

SECTION 903. Execution of Supplemental Indentures.............................63
SECTION 904. Effect of Supplemental Indentures................................63
SECTION 905. Conformity with Trust Indenture Act..............................63
SECTION 906. Reference in Securities to Supplemental Indentures...............63
SECTION 907. Effect on Senior Indebtedness....................................64

                              ARTICLE TEN COVENANTS

SECTION 1001. Payment of Principal, Premium, if Any, and
               Inter..........est.............................................64
SECTION 1002. Maintenance of Office or Agency.................................64
SECTION 1003. Money for Security Payments to Be Held in Trust.................66
SECTION 1004. Corporate Existence.............................................67
SECTION 1005. Maintenance of Principal Properties.............................67
SECTION 1006. Payment of Taxes and Other Claims...............................67
SECTION 1007. Additional Amounts..............................................68
SECTION 1008. Compliance Certificate..........................................68
SECTION 1009. Waiver of Certain Covenants.....................................69
SECTION 1010. Limitations on Liens............................................69
SECTION 1011. Limitations on Sale and Leaseback Transactions..................69

                     ARTICLE ELEVEN REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article........................................70
SECTION 1102. Election to Redeem; Notice to Trustee...........................70
SECTION 1103. Selection by Trustee of Securities to Be Redeemed...............70
SECTION 1104. Notice of Redemption............................................71
SECTION 1105. Deposit of Redemption Price.....................................72
SECTION 1106. Securities Payable on Redemption Date...........................72
SECTION 1107. Securities Redeemed in Part.....................................73

                          ARTICLE TWELVE SINKING FUNDS

SECTION 1201. Applicability of Article........................................74
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities...........74
SECTION 1203. Redemption of Securities for Sinking Fund.......................74

               ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article........................................75
SECTION 1302. Repayment of Securities.........................................75
SECTION 1303. Exercise of Option..............................................75
SECTION 1304. When Securities Presented for Repayment Become
               Due and Payable................................................76
SECTION 1305. Securities Repaid in Part.......................................77

               ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or
               Covenant Defeasance............................................77
SECTION 1402. Defeasance and Discharge........................................77
SECTION 1403. Covenant Defeasance.............................................78


                                      iii


<PAGE>

SECTION 1404. Conditions to Defeasance or Covenant Defeasance.................78
SECTION 1405. Deposited Money and Government Obligations
               to Be Held in Trust; Other Miscellaneous Provisions............80
SECTION 1406. Reinstatement...................................................80

                ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be Called.......................81
SECTION 1502. Call, Notice and Place of Meetings..............................81
SECTION 1503. Persons Entitled to Vote at Meetings............................81
SECTION 1504. Quorum; Action..................................................82
SECTION 1505. Determination of Voting Rights; Conduct and
               Adjournment of Meetings........................................83
SECTION 1506. Counting Votes and Recording Action of Meetings.................83

                                 ARTICLE SIXTEEN

SECTION 1601. Agreement to Subordinate........................................84
SECTION 1602. Distribution on Dissolution, Liquidation and
               Reorganization; Subrogation of Securities......................84
SECTION 1603. No Payment on Securities in Event of Default
               on Senior Indebtedness.........................................86
SECTION 1604. Payments on Securities Permitted................................86
SECTION 1605. Authorization of Holders to Trustee to Effect
               Subordination..................................................86
SECTION 1606. Notices to Trustee..............................................86
SECTION 1607. Trustee as Holder of Senior Indebtedness........................87
SECTION 1608. Modifications of Terms of Senior Indebtedness...................87
SECTION 1609. Reliance on Judicial Order or Certificate of
               Liquidating Agent..............................................88


ACKNOWLEDGMENTS
EXHIBIT A - FORMS OF CERTIFICATION


                                      iv


<PAGE>

                  INDENTURE, dated as of      , between VIACOM INC., a Delaware
corporation (the "Company"), having its principal office at 1515 Broadway, New
York, New York 10036 and THE BANK OF NEW YORK, a New York banking corporation,
as Trustee (the "Trustee"), having its Corporate Trust Office at 101 Barclay
Street, New York, New York 10286.

                             RECITALS OF THE COMPANY

                  The Company deems it necessary to issue from time to time
senior subordinated debt securities (the "Securities") evidencing its unsecured
and subordinated indebtedness, which may or may not be convertible into or
exchangeable for any securities of any Person (including the Company), and has
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, unlimited as to principal amount, to bear such rates of interest, to
mature at such times and to have such other provisions as provided in this
Indenture.

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

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

                  NOW, THEREFORE, 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 and
coupons, or of a series thereof, as follows:

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                    (1) the terms defined in this Article have the meanings
               assigned to them in this Article, and include the plural as well
               as the singular and, pursuant to Section 301, any such item may,
               with respect to any particular series of Securities, be amended,
               or modified or specified as being inapplicable;

                    (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 311, shall have
               the meanings assigned to them in the rules of the Commission
               adopted under the TIA;

                    (3) except as otherwise herein expressly provided, all
               accounting terms not otherwise defined herein have the meanings
               assigned to them in accordance with

<PAGE>

               generally accepted accounting principles in the United States of
               America, and, except as otherwise herein expressly provided, the
               term "generally accepted accounting principles" with respect to
               any computation required or permitted hereunder shall mean such
               accounting principles as are generally accepted in the United
               States of America from time to time; 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.

                  Certain terms, used principally in Article Three, Article Five
and Article Ten, are defined in those Articles.

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

                  "Additional Amounts" has the meaning specified in Section
1007.

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

                  "Agent" means any Security Registrar, co-Registrar, Paying
Agent or Authenticating Agent.

                  "Attributable Debt" means, with regard to a Sale and Leaseback
Transaction with respect to any Principal Property, the lesser of: (a) the fair
market value of such property (as determined in good faith by the Board of
Directors of the Company); or (b) the present value of the total net amount of
rent required to be paid under such lease during the remaining term thereof
(including any period for which such lease has been extended and excluding any
unexercised renewal or other extension options exercisable by the lessee, and
excluding amounts on account of maintenance and repairs, services, taxes and
similar charges and contingent rents), discounted at the rate of interest set
forth or implicit in the terms of such lease (or, if not practicable to
determine such rate, the weighted average interest rate per annum borne by the
Securities of the applicable series then Outstanding) compounded semi-annually.
In the case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall be the lesser of the net amount determined
assuming termination upon the first date such lease may be terminated (in which
case the net amount shall also include the amount of the penalty, but no rent
shall be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated) or the net amount determined
assuming no such termination.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 612 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                                       2
<PAGE>

                  "Authorized Newspaper" means a newspaper, 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. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made on the same or on different days of the
week, in the same or in different newspapers, in the same city meeting the
foregoing requirements and in each case on any Business Day.

                  "Bearer Security" means any Security except a Registered
Security.

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

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

                  "Business Day", 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
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
other particular location are authorized or obligated by law or executive order
to close.

                  "Capitalized Lease" means any obligation of a Person to pay
rent or other amounts incurred with respect to real property or equipment
acquired or leased by such Person and used in its business that is required to
be recorded as a capital lease in accordance with generally accepted accounting
principles consistently applied as in effect from time to time.

                  "Clearstream" means Clearstream Banking, societe anonyme, or
its successor.

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

                  "Common Depositary" has the meaning specified in Section 304.

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by one Officer of the Company and
delivered to the Trustee.

                  "Conversion Date" has the meaning specified in Section 312(d).

                                       3
<PAGE>

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, (ii) the ECU both
within the European Monetary System and for the settlement of transactions by
public institutions of or within the European Communities or (iii) any currency
unit (or composite currency) other than the ECU for the purposes for which it
was established.

                  "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 of this Indenture is located at 101
Barclay Street, New York, New York 10286.

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

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

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

                  "Default" means any event or condition which is, or after
notice or passage of time or both would be, an Event of Default.

                  "Default Amount" has the meaning specified in Section 502.

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

                  "Depositary" means, as applicable, either the U.S. Depositary
or the Common Depositary.

                  "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.

                  "Election Date" has the meaning specified in Section 312(h).

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

                  "European Communities" means the European Union, 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.

                                       4
<PAGE>

                  "Euro Security" means any Bearer Security, any Security
initially represented by a Security in temporary global form exchangeable for
Bearer Securities and any Security in permanent global form exchangeable for
Bearer Securities.

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

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Exchange Date" has the meaning specified in Section 304.

                  "Exchange Rate Agent", with respect to Securities of or within
any series, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank designated pursuant to
Section 301 or Section 313.

                  "Exchange Rate Officer's Certificate" means a certificate
setting forth (i) the applicable Market Exchange Rate or the applicable bid
quotation and (ii) the Dollar or Foreign Currency amounts of principal (and
premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount determined in
accordance with Section 302 in the relevant Currency), payable with respect to a
Security of any series on the basis of such Market Exchange Rate or the
applicable bid quotation signed by the Treasurer, any Vice President or any
Assistant Treasurer of the Company.

                  "Foreign Currency" means any 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.

                  "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 timely 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.

                  "Holder" means, in the case of a Registered Security, the
Person in whose name the 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, means the bearer thereof.

                                       5
<PAGE>

                  "Indebtedness" of any Person means, without duplication, (i)
any obligation of such Person for money borrowed, (ii) any obligation of such
Person evidenced by bonds, debentures, notes, or other similar instruments,
(iii) any reimbursement obligation of such Person in respect of letters of
credit or other similar instruments which support financial obligations which
would otherwise become Indebtedness, (iv) any obligation of such Person under
Capitalized Leases (other than in respect of (x) telecommunications equipment
including, without limitation, satellite transponders, and (y) theme park
equipment and attractions) and (v) any obligation of any third party to the
extent secured by a Lien on the assets of such Person; provided, however, that
"Indebtedness" of such Person shall not include any obligation of such Person
(i) to any Subsidiary of such Person or to any Person with respect to which such
Person is a Subsidiary or (ii) specifically with respect to the production,
distribution or acquisition of motion pictures or other programming rights,
talent or publishing rights.

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; 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 from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
the or those particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

                  "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1007,
includes such Additional Amounts.

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

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

                  "Make-Whole Amount" means, with respect to a series of
Securities, the excess, if any, of (i) the aggregate present value as of the
Redemption Date of principal being redeemed and the amount of interest
(exclusive of interest accrued to the Redemption Date) that would have been
payable if redemption had not been made, determined by discounting, on a
semiannual basis, the remaining principal and interest payment for such series
of Securities at the Reinvestment Rate (determined on the third Business Day
preceding the date notice of redemption shall have been given) from the dates on
which the principal and interest would have been payable with respect to such
series of Securities if the redemption had not been made, to the

                                       6
<PAGE>

applicable Redemption Date, over (ii) the aggregate principal amount of the
applicable series of Securities being redeemed.

                  "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 301
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon buying rate for such Foreign Currency for
cable transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or other principal market for such currency or currency unit
in question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments in respect of such
securities.

                  "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, notice of exchange or conversion, or otherwise.

                  "non-United States Person" means a Person who is not a United
States Person.

                  "Notice of Default" shall have the meaning provided in Section
501.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, the
President, any Vice President, the Treasurer, the Secretary, any Assistant
Secretary or the Controller of the Company.

                  "Officer's Certificate" means a certificate signed by any
Officer of the Company in his or her capacity as such Officer and delivered to
the Trustee.

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

                                       7
<PAGE>

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

                  "Outstanding", when used with respect to Securities or any
series of any Securities, means, as of the date of determination, all Securities
or all Securities of such series, as the case may be, theretofore authenticated
and delivered under this Indenture, except:

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

                    (ii) Securities, or portions thereof, for whose payment or
               redemption or 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 Company) in trust or set
               aside and segregated in trust by the Company (if the Company
               shall act as its own Paying Agent) for the Holders of such
               Securities and any coupons appertaining thereto, provided that,
               if such Securities are to be redeemed, notice of such redemption
               has been duly given pursuant to this Indenture or provision
               therefor satisfactory to the Trustee has been made;

                    (iii) Securities, except to the extent provided in Sections
               1402 and 1403, with respect to which the Company has effected
               defeasance and/or covenant defeasance as provided in Article
               Fourteen; and

                    (iv) Securities which have been paid pursuant to Section 306
               or in exchange for or in lieu of which other Securities have been
               authenticated and delivered pursuant to this Indenture, other
               than any such Securities in respect of which there shall have
               been presented to the Trustee proof satisfactory to it that such
               Securities are held by a bona fide purchaser in whose hands such
               Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of 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 313, (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 502, (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 as of the date of original issuance of such
Security in accordance with Section 301 hereof, 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 and (iii) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making

                                       8
<PAGE>

such calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver or upon any such determination as to the
presence of a quorum, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

                  "Participant" means a Person who has an account with a
Depositary.

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

                  "Periodic Offering" means an offering of a Securities of a
series from time to time the specific terms of which Securities, including,
without limitation, the rate or rates of interest or formula for determining the
rate or rates of interest thereon, if any, the Stated Maturity or Maturities
thereof and the redemption provisions, if any, with respect thereto, are to be
determined by the Company upon the issuance of such Securities.

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

                  "Place of Payment", when used with respect to the Securities
of or within any series, means the place or places (which, in the case of Euro
Securities, shall be outside the United States) where the principal of (and
premium, if any) and interest, if any, on such Securities are payable as
specified and as contemplated by Sections 301 and 1002.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security 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, as the case may be.

                  "Principal Property" means any parcel of real property and
related fixtures or improvements (other than telecommunications equipment,
including, without limitation, satellite transponders) owned by the Company or
any Restricted Subsidiary and located in the United States, the aggregate book
value of which on the date of determination exceeds $1.0 billion, other than any
such real property and related fixtures or improvements, which, as determined in
good faith by the Board of Directors, is not of material importance to the total
business conducted by the Company and its Subsidiaries, taken as a whole.

                  "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.

                                       9
<PAGE>

                  "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.

                  "Reinvestment Rate" means %for the series of Securities
designated as % Notes/Debentures due and %for the series of Securities
designated as % Notes/Debentures due, in each case plus the arithmetic mean of
the yields under the heading "Week Ending" published in the most recent Federal
Reserve Statistical Release H.15 (or any comparable successor publication) under
the caption "Treasury Constant Maturities" for the maturity (rounded to the
nearest month) corresponding to the remaining life to maturity, as of the
Maturity of the principal of the series of Securities being redeemed or paid. If
no maturity exactly corresponds to the Maturity of such series of Securities,
yields for the two published maturities most closely corresponding to the
Maturity of such series of Securities would be so calculated and the
Reinvestment Rate would be interpolated or extrapolated on a straight-line
basis, rounding to the nearest month. The most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount will be
used for purposes of calculating the Reinvestment Rate.

                  "Registered Security" means any Security 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 301.

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

                  "Repayment Price", when used with respect to any Security to
be repaid at the option of the Holder, means 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 the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any Vice President, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject

                  "Restricted Subsidiary" means a corporation all of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more of its Subsidiaries, or by the Company and one or more
of its Subsidiaries, which is incorporated under the laws of a State of the
United States, and which owns a Principal Property.

                  "Sale and Leaseback Transaction" means any arrangement with
any Person providing for the leasing by the Company or any Restricted Subsidiary
of any Principal Property which has been or is to be sold or transferred by the
Company or such Person; provided, however, that "Sale and Leaseback Transaction"
shall not include such arrangements that were

                                       10
<PAGE>

existing on the date set forth in a prospectus supplement, or at the time any
Person owning a Principal Property becomes a Restricted Subsidiary (whether by
acquisition or otherwise, including through merger or consolidation).

                  "Security" or "Securities" 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 305.

                  "Senior Indebtedness" of the Company means, without
duplication, (i) any obligation of the Company for money borrowed, (ii) any
obligation of the Company evidenced by bonds, debentures, notes, or other
similar instruments, other than the senior subordinated debt securities or
junior subordinated debt securities, (iii) any reimbursement obligation of the
Company in respect of letters of credit or other similar instruments which
support financial obligations which would otherwise become Indebtedness, (iv)
any obligation of the Company under Capitalized Leases (other than in respect of
(x) telecommunications equipment including, without limitation, satellite
transponders, and (y) theme park equipment and attractions), (v) any guarantee
of the Company for indebtedness of other persons and (vi) any obligation of any
third party to the extent secured by a Lien on the assets of the Company;
provided, however, that "Senior Indebtedness" of the Company shall not include
any obligation of the Company (i) to any Subsidiary of the Company or to any
Person with respect to which the Company is a Subsidiary or (ii) specifically
with respect to the production, distribution or acquisition of motion pictures
or other programming rights, talent or publishing rights.

                  "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 307.

                  "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, as such date may be extended pursuant
to the provisions of Section 308.

                  "Subsidiary" of any Person means (i) a corporation a majority
of the outstanding Voting Stock of which is at the time, directly or indirectly,
owned by such Person, by one or more Subsidiaries of such Person, or by such
Person and one or more Subsidiaries thereof or (ii) any other Person (other than
a corporation), including, without limitation, a partnership or joint venture,
in which such Person, one or more Subsidiaries thereof, or such Person and one
or more Subsidiaries thereof, directly or indirectly, at the date of the
determination thereof, has at

                                       11
<PAGE>

least majority ownership interest entitled to vote in the election of directors,
managers or trustees thereof (or other Persons performing similar functions).

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939 as in force at the date as of which this Indenture was executed, except
as provided in Section 905.

                  "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.

                  "United States" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, 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 301, any 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 Untied States, any state
thereof or the District of Columbia (other than a partnership that is not
treated as a United States Person under any applicable Treasury regulations),
any estate the income of which is subject to United States federal income
taxation regardless of its source, or any trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more Untied States Persons have the authority to control all
substantial decisions of the trust. Notwithstanding the preceding sentence, to
the extent provided in the Treasury regulations, certain trusts in existence on
August 20, 1996, and treated as United States Persons prior to such date that
elect to continue to be treated as United States Persons, will also be United
States Persons.

                  "U.S. Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more
permanent global Securities, the Person designated as U.S. Depositary by the
Company pursuant to Section 301, which must be a clearing agency registered
under the Exchange Act, and if any time there is more than one such Person,
"U.S. Depositary" as used with respect to the Securities of any series shall
mean the U.S. Depositary with respect to the Securities of such series.

                  "Valuation Date" has the meaning specified in Section 312(c).

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

                  "Voting Stock" means stock of the class or classes having
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of a corporation (irrespective
of whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

                                       12
<PAGE>

                  "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 102. Compliance Certificates and Opinions. Except as
otherwise expressly provided by this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture (other than in connection with the delivery of any Security offered in
a Periodic Offering to the Trustee for authentication pursuant to Section 303),
the Company shall furnish to the Trustee an Officer's 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 (other than pursuant to
Section 1008) 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 such individual, he
               or she has made such examination or investigation as is necessary
               to enable such individual 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, in the opinion of each such
               individual, such condition or covenant has been complied with.

                  SECTION 103. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion as to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon 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 or her certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations

                                       13
<PAGE>

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

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

                  SECTION 104. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders 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 delivered to the Trustee and, where it is hereby expressly
required, to the Company. 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 Company, 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 1506.

                  (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 or her the execution thereof.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner that the Trustee deems reasonably
sufficient.

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

                  (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank,

                                       14
<PAGE>

banker or other depositary, 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 depositary, 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 and the Company 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 that the Trustee deems reasonably sufficient.

                  (e) If the Company shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company 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 Company shall have no obligation to do so.
Notwithstanding TIA Section 316(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 Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

                  SECTION 105. Notices, etc., to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

                    (1) the Trustee by any Holder or by the Company shall be
               sufficient for every purpose hereunder if made, given, furnished,
               filed or mailed, first class postage prepaid, in writing to or
               with the Trustee at its Corporate Trust Office, or

                                       15
<PAGE>

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

                  SECTION 106. Notice to Holders; Waiver. Except as otherwise
expressly provided herein or otherwise specified with respect to any Securities
pursuant to Section 301, where this Indenture provides for notice of any event
to Holders of Registered Securities by the Company or the Trustee, such notice
shall be sufficiently given 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, and not
earlier than the earliest date, prescribed for the giving of such notice. 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 to Holders of Registered Securities 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. 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.

                  Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, 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, and not earlier than the earliest date, 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 Holders 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.



                                       16
<PAGE>

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

                  SECTION 108. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

                  SECTION 109. Separability Clause. In case any provision in
this Indenture or in 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.

                  SECTION 110. 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 111. 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 principles of conflicts of laws. This
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

                  SECTION 112. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any 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 of this Section),
payment of principal (or premium, if any) or interest, if any, need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund
payment date, or at the Stated Maturity or Maturity; 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 113. Submission to Jurisdiction. The Company hereby
irrevocably submits to the non-exclusive jurisdiction of any New York state or
federal court sitting in The

                                       17
<PAGE>

City of New York is any action or proceeding arising out of or relating to the
Indenture or the Securities of any series, and the Company hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such New York state or federal court. The Company hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding.

                                  ARTICLE TWO

                                SECURITIES FORMS

                  SECTION 201. Forms of Securities. The Registered Securities,
if any, of each series, the Bearer Securities, if any, of each series and
related coupons, the temporary global Securities of each series, if any, and the
permanent global Securities of each series, if any, shall be in substantially
the forms 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 301, 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 Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed, or to conform to usage.

                  Unless otherwise specified as contemplated by Section 301,
Bearer Securities shall have interest coupons attached.

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

                  SECTION 202. Form of Trustee's Certificate of Authentication.
Subject to Section 612, 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.

                                                     The Bank of New York,
                                                              as Trustee


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

                                       18
<PAGE>

                  SECTION 203. Securities Issuable in Global Form. If Securities
of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (8) of Section 301 and the
provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and 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 a
Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee or the Security Registrar in such manner and upon instructions given by
such Person or Persons as shall be specified therein or in the Company Order to
be delivered to the Trustee pursuant to Section 303 or 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee or the
Security Registrar shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement, delivery or redelivery
of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.

                  The provisions of the last sentence of Section 303 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee or
the Security Registrar the Security in global form together with written
instructions (which need not comply with Section 102 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 303.

                  Notwithstanding the provisions of Section 201 and Section 307,
unless otherwise specified as contemplated by Section 301, payment of principal
of (and premium, if any) and interest, if any, on any Security in permanent
global form shall be made to the Person or Persons specified therein.

                  Notwithstanding the provisions of Section 309 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security (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 Clearstream.

                                 ARTICLE THREE

                                 THE SECURITIES

                  SECTION 301. Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is

                                       19
<PAGE>

unlimited. The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Sixteen.

                  The Securities shall rank equally and pari passu and 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 303, set forth, or determined in the manner provided, in
an Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the
following, as applicable (each of which (except for the matters set forth in
clauses (1), (2) and (15) below), if so provided, may be determined from time to
time by the Company with respect to unissued Securities of the series when
issued from time to time):

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

                    (2) any limit upon the aggregate principal amount of the
               Securities 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
               304, 305, 306, 906, 1107 or 1305) and except for any Securities
               which, pursuant to Section 303, are deemed never to have been
               authenticated and delivered hereunder);

                    (3) the date or dates, or the method by which such date or
               dates will be determined or extended, on which the principal of
               the Securities of the series shall be payable;

                    (4) the rate or rates at which the Securities of the series
               shall bear interest, if any, or the method by which such rate or
               rates shall be determined, the date or dates from which any such
               interest shall accrue or the method by which any such date or
               dates shall be determined, the Interest Payment Dates on which
               any such interest will be payable and the Regular Record Date, if
               any, for any interest payable on any Registered Security on any
               Interest Payment Date, or the method by which such date or dates
               shall be determined, and the basis upon which such interest shall
               be calculated if other than that of a 360-day year of twelve
               30-day months;

                    (5) the place or places, if any, other than or in addition
               to the Borough of Manhattan, The City of New York, where the
               principal of (and premium, if any) and interest, if any, on
               Securities of the series shall be payable (which in the case of
               Euro Securities shall be outside the United States), any
               Registered Securities of the series may be surrendered for
               registration of transfer, Securities of the series may be
               surrendered for exchange, where Securities of that series that
               are convertible or exchangeable may be surrendered for conversion
               or exchange, as applicable, and, if different than the location
               specified in Section 105, the place or places where notices or
               demands to or upon the Company in respect of the Securities of
               the series and this Indenture may be served;

                    (6) the period or periods within which, the price or prices
               at which, the Currency or Currencies in which, and other terms
               and conditions upon which Securities,

                                       20
<PAGE>

               of the series may be redeemed, in whole or in part, at the option
               of the Company, if the Company is to have that option;

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

                    (8) if other than denominations of $1,000 and any integral
               multiple thereof, the denomination or denominations in which any
               Registered Securities of the series shall be issuable and, if
               other than denominations of $5,000, the denomination or
               denominations in which any Bearer Securities of the series shall
               be issuable;

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

                    (10) if other than the principal amount thereof, the portion
               of the principal amount of Securities of the series that shall be
               payable upon declaration of acceleration of the Maturity thereof
               pursuant to Section 502, upon redemption of the Securities of the
               series which are redeemable before their Stated Maturity, upon
               surrender for repayment at the option of the Holder, or which the
               Trustee shall be entitled to claim pursuant to Section 504 or the
               method by which such portion shall be determined;

                    (11) if other than Dollar, the Currency or Currencies in
               which payment of the principal of (or premium, if any) or
               interest, if any, on the Securities of the series shall be made
               or in which the Securities of the series shall be denominated and
               the particular provisions applicable thereto in accordance with,
               in addition to or in lieu of any of the provisions of Section
               312;

                    (12) whether the amount of payments of principal of (or
               premium, if any) or interest, if any, on the Securities of the
               series may be determined with reference to an index, formula or
               other method (which index, formula or method may be based,
               without limitation, on one or more Currencies, commodities,
               equity indices or other indices), and the manner in which such
               amounts shall be determined;

                    (13) whether the principal of (or premium, if any) or
               interest, if any, on the Securities of the series are to be
               payable, at the election of the Company or a Holder thereof, in
               one or more Currencies, other than that in which such Securities
               are denominated or stated to be payable, the period or periods
               within which (including the Election Date), and the terms and
               conditions upon which, such election may be made, and the time
               and manner of determining the exchange rate between the Currency
               or Currencies in which such Securities are denominated or stated
               to be payable and the Currency or Currencies in which such
               Securities are to be paid, in each case in accordance with, in
               addition to or in lieu of any of the provisions of Section 312;

                                       21
<PAGE>

                    (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 (including any deletions from,
               modifications of or additions to any of the provisions of Section
               1009) of the Company with respect to Securities of the series,
               whether or not such Events of Default or covenants are consistent
               with the Events of Default or covenants set forth herein;

                    (16) 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 with
               or without coupons 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
               Section 305, whether Registered Securities of the series may be
               exchanged for Bearer Securities of the series (if permitted by
               applicable laws and regulations), whether Bearer Securities of
               the series may be exchanged for Registered Securities of the
               series, and the circumstances under which and the place or places
               where such exchanges may be made and if Securities of the series
               are to be issuable as a global Security, the identity of the
               depository for such series;

                    (17) 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;

                    (18) the Person to whom any interest on any Registered
               Security of the series shall be payable, if other than the Person
               in whose name such 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, 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 in Section 304; and the
               extent to which, or the manner in which, any interest payable on
               a permanent global Security on an Interest Payment Date will be
               paid if other than in the manner provided in Section 307;

                    (19) the applicability, if any, of Sections 1402 and/or 1403
               to the Securities of the series and any provisions in
               modification of, in addition to or in lieu of any of the
               provisions of Article Fourteen;

                                       22
<PAGE>

                    (20) 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;

                    (21) whether, under what circumstances and the Currency in
               which, the Company will pay Additional Amounts as contemplated by
               Section 1007 on the Securities of the series to any Holder who is
               a non-United States Person (including any modification to the
               definition of such term) in respect of any tax, assessment or
               governmental charge and, if so, whether the Company will have the
               option to redeem such Securities rather than pay such Additional
               Amounts (and the terms of any such option);

                    (22) the designation of the initial Exchange Rate Agent, if
               any;

                    (23) if the Securities of the series are to be issued upon
               the exercise of warrants, the time, manner and place for such
               Securities to be authenticated and delivered;

                    (24) if the Securities of the series are to be convertible
               into or exchangeable for any securities of any Person (including
               the Company), the terms and conditions upon which such Securities
               will be so convertible or exchangeable; and

                    (25) any other terms of the series (which terms shall not be
               inconsistent with the provisions of this Indenture or the
               requirements of the Trust Indenture Act) at which the Securities
               will be issued and any modification of the definitions set forth
               herein.

                  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 the Board Resolution referred to above
(subject to Section 303) and set forth in the Officer's Certificate referred to
above or in any such indenture supplemental hereto. Not all Securities of any
one series need be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

                  If any of the terms of the Securities 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 Company and delivered to the Trustee at or prior
to the delivery of the Officer's Certificate setting forth the terms of the
Securities of such series.

                  With respect to Securities of a series offered in a Periodic
Offering, the Board Resolution (or action taken pursuant thereto), Officer's
Certificate or supplemental indenture referred to above may provide general
terms or parameter for Securities of such series and provide either that the
specific terms of particular Securities of such series shall be specified in a
Company Order or that such terms shall be determined by the Company in
accordance with other procedures specified in a Company Order as contemplated by
the third paragraph of Section 303.

                                       23
<PAGE>

                  SECTION 302. Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by
Section 301. With respect to Securities of any series denominated in Dollars, in
the absence of any such provisions with respect to the Securities of any series,
the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.

                  SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities and any coupons appertaining thereto shall be executed on behalf
of the Company by its Chairman of the Board, the Chief Executive Officer, the
Chief Operating Officer, the Chief Financial Officer, 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 Securities or 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.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupons appertaining thereto, executed by the Company, to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee
of oral or electronic instructions from the Company or its duly authorized
agents, promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series; provided
further, however, that, in connection with its original issuance, no Euro
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 301, a Euro Security (other than a
Security in temporary global form) may be delivered in connection with its
original issuance only if the Person entitled to physical delivery of such Euro
Security (which, in case of a Euro Security to be received in exchange for all
or a portion of a Security in temporary global form, shall be the account holder
with Euroclear or Clearstream to whose account all or such portion of such
Security in temporary global form has been credited) shall have furnished a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date. If any Security shall be represented by a
permanent global Security, then, for purposes of this Section and Section 304,
the notation of a beneficial owner's interest therein upon original

                                       24
<PAGE>

issuance of such Security or upon exchange of a portion of a temporary global
Security shall be deemed to be physical delivery in connection with its original
issuance of such beneficial owner's interest in such permanent global Security.
Except as permitted by Section 306, the Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and cancelled. If not all the Securities of any
series are to be issued at one time and if the Board Resolution or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and determining the terms of particular Securities of such series, such as
interest rate, maturity date, date of issuance and date from which interest
shall accrue. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through
315(d)) shall be fully protected in relying upon an Opinion of Counsel stating,

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

                       (b) that the terms of such Securities and any coupons
                  have been, or in the case of Securities of a series offered
                  in a Periodic Offering, will be, established in conformity
                  with the provisions of this Indenture, subject, in the case
                  of Securities of a series offered in a Periodic Offering, to
                  any conditions specified in such Opinion of Counsel; and

                       (c) that such Securities, together with any coupons
                  appertaining thereto, when completed by appropriate
                  insertions and executed and delivered by the Company to the
                  Trustee for authentication in accordance with this
                  Indenture, authenticated and delivered by the Trustee in
                  accordance with this Indenture and issued by the Company in
                  the manner and subject to any conditions specified in such
                  Opinion of Counsel, will constitute legal, valid and binding
                  obligations of the Company, enforceable in accordance with
                  their terms, subject to applicable bankruptcy, insolvency,
                  reorganization and other similar laws of general
                  applicability relating to or affecting the enforcement of
                  creditors' rights, to general equitable principles and to
                  such other qualifications as such counsel shall conclude do
                  not materially affect the rights of Holders of such
                  Securities and any coupons.

                  Notwithstanding the provisions of Section 301 and the two
preceding paragraphs, if all the Securities of any series are not to be issued
at one time, it shall not be necessary to deliver an Officer's Certificate
otherwise required pursuant to Section 301 or the Company Order, Opinion of
Counsel or Officer's Certificate otherwise required pursuant to such preceding
paragraphs 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.

                  If such form or terms have been so established, the Trustee
shall not be required to authenticate and deliver 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

                                       25
<PAGE>

Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee. Notwithstanding the generality of the foregoing, the
Trustee will not be required to authenticate Securities denominated in a Foreign
Currency if the Trustee reasonably believes that it would be unable to perform
its duties with respect to such Securities.

                  With respect to Securities of a series offered in a Periodic
Offering, the Trustee may rely, as to the authorization by the Company of any of
such Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Section 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities 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 301.

                  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
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, 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 304. Temporary Securities. (a) Pending the preparation
of definitive Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, 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 or coupons may determine, as
conclusively evidenced by their execution of such Securities or coupons. In the
case of Securities of any series issuable as Bearer Securities, such temporary
Securities shall be delivered only in compliance with the conditions set forth
in Section 303 and may be in global form.

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with Section 304(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to

                                       26
<PAGE>

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 Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
the same series of authorized denominations; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided further, however, 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 303. 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, this Section 304(b) shall govern the exchange of temporary
Securities issued in global form. If temporary Securities of any series are
issued in global form, any such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depositary or
common depositary (the "Common Depositary"), for the benefit of Euroclear and
Clearstream, 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 Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, or to
the Security Registrar, 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 global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated by Section 301,
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 Depositary, 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
Clearstream 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 A-2 to this
Indenture or in such other form as may be established pursuant to Section 301;
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 303.

                  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

                                       27
<PAGE>

account holder instructs Euroclear or Clearstream, as the case may be, to
request such exchange on his behalf and delivers to Euroclear or Clearstream, as
the case may be, a certificate in the form set forth in Exhibit A-1 to this
Indenture (or in such other form as may be established pursuant to Section 301),
dated no earlier than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the offices of Euroclear and Clearstream,
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 Clearstream. 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 301, 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
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee or the applicable Paying Agent of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture (or in such
other forms as may be established pursuant to Section 301), 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 Clearstream, 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 A-1 to this Indenture (or in such other forms as may
be established pursuant to Section 301). 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 304(b) and of the third paragraph of Section 303 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 premium, if
any) or interest, if any, 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 Clearstream and
not paid as herein provided shall be returned to the Trustee or the applicable
Paying Agent immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company.

                  SECTION 305. Registration, Registration of Transfer and
Exchange. The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company 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 Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,

                                       28
<PAGE>

subject to such reasonable regulations as it may prescribe, the Company 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,
and for facilitating exchanges of temporary global Securities for permanent
global Securities or definitive Securities, or both, or of permanent global
Securities for definitive Securities, or both, 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.

                  Upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new 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.

                  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
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, 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 301, 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 303) set forth in the applicable Officer's Certificate,
or in any indenture supplemental hereto, delivered as contemplated by Section
301, 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 (except as provided below) and with 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 Company 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 Company 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 1002, 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

                                       29
<PAGE>

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
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an
interest in a permanent global Security is 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 301
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
Company shall deliver to the Trustee or the Security Registrar definitive
Securities of that series in aggregate principal amount equal to the principal
amount of such beneficial owner's interest in such permanent global Security,
executed by the Company. On or after the earliest date on which such interests
may be so exchanged, in accordance with instructions given by the Company to the
Trustee or the Security Registrar and the Common Depositary or the U.S.
Depositary, as the case may be (which instructions shall be in writing but need
not comply with Section 102 or be accompanied by an Opinion of Counsel), such
permanent global Security shall be surrendered from time to time by the Common
Depositary or the U.S. Depositary, as the case may be, or such other depositary
as shall be specified in the Company Order with respect thereto to the Trustee,
as the Company's agent for such purpose, or to the Security Registrar to be
exchanged, in whole or from time to time in part, for definitive Securities of
the same series without charge and the Trustee shall authenticate and deliver,
in exchange for each portion of such permanent 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 permanent
global Security to be exchanged which, unless the Securities of the series are
not issuable both as Bearer Securities and as Registered Securities, in which
case the definitive Securities exchanged for the permanent global Security shall
be issuable only in the form in which the Securities are issuable, as specified
as contemplated by Section 301, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; 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

                                       30
<PAGE>

global Security shall be mailed or otherwise delivered to any location in the
United States. Promptly following any such exchange in part, such permanent
global Security shall be returned by the Trustee or the Security Registrar to
the Common Depositary or the U.S. Depositary, as the case may be, or such other
depositary referred to above in accordance with the Company's instructions. 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 before 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 valid obligations of the Company, evidencing the
same debt and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.

                  The Company 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 selection of the Securities to be redeemed under Section 1103 and
ending at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the 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

                                       31
<PAGE>

repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

                  SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
and Coupons. If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of either of them harmless, the
Company 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 Company 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 Company or the Trustee that such Security or coupon has
been acquired by a bona fide purchaser, the Company shall, subject to the
following paragraph, execute and the Trustee shall authenticate and deliver, in
lieu of any such 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 Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon, as the case may be; provided, however,
that payment of principal of (and premium, if any) and interest, if any, on
Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, 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
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security of any series 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 Company, 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

                                       32
<PAGE>

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 307. Payment of Interest; Interest Rights Preserved;
Optional Interest Reset. (a) Except as otherwise specified with respect to a
series of Securities in accordance with the provisions of Section 301, interest,
if any, 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 Company maintained for such purpose pursuant to Section
1002; provided, however, that each installment of interest, if any, on any
Registered Security may at the Company'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 309, to the address of such Person as it appears on
the Security Register or (ii) transfer to an account maintained by the payee
located in the United States.

                  Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, 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 301,
every permanent global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to each of any U.S. Depositary, and/or to
each of Euroclear and Clearstream with respect to that portion of such permanent
global Security held for its account by the Common Depositary, for the purpose
of permitting such U.S. Depositary and/or each of Euroclear and Clearstream to
credit the interest, if any, 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 301, 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

                                       33
<PAGE>

Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
            Interest to the Persons in whose names the 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 Company 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 Company shall
            deposit with the Trustee an amount of money in the Currency in which
            the Securities of such series are payable (except as otherwise
            specified pursuant to Section 301 for the Securities of such series
            and except, if applicable, as provided in Sections 312(b), 312(d)
            and 312(e)) equal to the aggregate amount proposed to be paid in
            respect of such Defaulted Interest or shall make arrangements
            satisfactory to the Trustee for such deposit on or prior to the date
            of the proposed payment, such money when deposited to be held in
            trust for the benefit of the Persons entitled to such Defaulted
            Interest as in this clause provided. Thereupon the Trustee shall fix
            a Special Record Date for the payment of such Defaulted Interest
            which shall be not more than 15 days and not less than 10 days prior
            to the date of the proposed payment and not less than 10 days after
            the receipt by the Trustee of the notice of the proposed payment.
            The Trustee shall promptly notify the Company of such Special Record
            Date and, in the name and at the expense of the Company, shall cause
            notice of the proposed payment of such Defaulted Interest and the
            Special Record Date therefor to be mailed, first-class postage
            prepaid, to each Holder of 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. 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 Company 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 Company to
            the Trustee of the proposed payment pursuant to this clause, such
            manner of payment shall be deemed practicable by the Trustee.

                                       34
<PAGE>

                  (b) The provisions of this Section 307(b) may be made
applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an "Optional Reset Date"). The Company may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least
50 but not more than 60 days prior to an Optional Reset Date for such Security.
Not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such
Security a notice (the "Reset Notice") indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable), and if so (i) such new interest
rate (or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional Reset
Date, to the Stated Maturity Date of such Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.

                  Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish an interest rate
(or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

                  The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

                  Subject to the foregoing provisions of this Section and
Section 305, 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.

                                       35
<PAGE>

                  SECTION 308. Optional Extension of Maturity. The provisions of
this Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity of any Security of
such series may be extended at the option of the Company for the period or
periods specified on the face of such Security (each an "Extension Period") up
to but not beyond the date (the "Final Maturity") set forth on the face of such
Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 50 but not more than 60 days
prior to the Stated Maturity of such Security in effect prior to the exercise of
such option (the "Original Stated Maturity"). If the Company exercises such
option, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of such Security not later than 40 days prior to the Original
Stated Maturity a notice (the "Extension Notice") indicating (i) the election of
the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii)
the interest rate, if any, applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period. Upon the
Trustee's transmittal of the Extension Notice, the Stated Maturity of such
Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice.

                  Notwithstanding the foregoing, not later than 20 days before
the Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate, if any, provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the Trustee
to transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.

                  If the Company extends the Stated Maturity of any Security,
the Holder will have the option to elect repayment of such Security by the
Company on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity.

                  SECTION 309. Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the absolute owner of such Registered
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Sections 305 and 307) interest, if any, on such Registered
Security and for all other purposes whatsoever, whether or not such Registered
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

                                       36
<PAGE>

                  Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the bearer of any Bearer Security and the
bearer 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 Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  None of the Company, the Trustee, any 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 Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

                  Notwithstanding the foregoing, with respect to any global
temporary or permanent Security, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by a Common
Depositary or a U.S. Depositary, as the case may be, or impair, as between a
Common Depositary or a U.S. Depositary and Holders of beneficial interests in
such temporary or permanent global Security, the operation of customary
practices governing the exercise of the rights of the Common Depositary or the
U.S. Depositary as Holder of such temporary or permanent global Security.

                  SECTION 310. 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 the Trustee. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. Cancelled
Securities and coupons held by the Trustee shall be destroyed by the Trustee and
the Trustee shall deliver a certificate of such destruction to the Company,
unless by a Company Order the Company directs their return to it.

                  SECTION 311. Computation of Interest. Except as otherwise
specified as contemplated by Section 301 with respect to Securities of any
series, interest, if any, on the Securities of each series shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.

                  SECTION 312. Currency and Manner of Payments in Respect of
Securities. (a) Unless otherwise specified with respect to any Securities
pursuant to

                                       37
<PAGE>

Section 301, with respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, and with respect to
Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of (and premium, if any) and interest, if any, on any
Registered or Bearer Security of such series will be made in the Currency in
which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

                  (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee for such series of Registered
Securities (but any such change must be made not later than the close of
business on the Election Date immediately preceding the next payment date to be
effective for the payment to be made on such payment date and no such change of
election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred
or with respect to which the Company has deposited funds pursuant to Article
Four or Fourteen or with respect to which a notice of redemption has been given
by the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who shall
not have delivered any such election to the Trustee of such series of Registered
Securities not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 312(a). The Trustee for each such series of
Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

                  (c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on the Registered Securities to be
paid on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign

                                       38
<PAGE>

Currency or Currencies payments to be made on such payment date. Unless
otherwise specified pursuant to Section 301, the Dollar or Foreign Currency or
Currencies amount receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the second Business Day (the "Valuation Date") immediately preceding
each payment date, and such determination shall be conclusive and binding for
all purposes, absent manifest error.

                  (d) If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with
respect to each date for the payment of principal of (and premium, if any) and
interest, if any on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency
was used (the "Conversion Date"), the Dollar shall be the currency of payment
for use on each such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar amount to be paid by the Company to the Trustee of each
such series of Securities and by such Trustee or any Paying Agent to the Holders
of such Securities with respect to such payment date shall be, in the case of a
Foreign Currency other than a currency unit, the Dollar Equivalent of the
Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of
the Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

                  (e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of
this Section 312.

                  (f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

                  (g) The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and subject to the provisions of paragraph
(h) below shall be the sum of each amount obtained by converting the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate for
such Component Currency on the Valuation Date with respect to each payment.

                  (h) For purposes of this Section 312, the following terms
shall have the following meanings:

                  A "Component Currency" shall mean any currency which, on the
         Conversion Date, was a component currency of the relevant currency
         unit, including, but not limited to, the ECU.

                                       39
<PAGE>

                  A "Specified Amount" of a Component Currency shall mean the
         number of units of such Component Currency or fractions thereof which
         were represented in the relevant currency unit, including, but not
         limited to, the ECU, on the Conversion Date. If after the Conversion
         Date the official unit of any Component Currency is altered by way of
         combination or subdivision, the Specified Amount of such Component
         Currency shall be divided or multiplied in the same proportion. If
         after the Conversion Date two or more Component Currencies are
         consolidated into a single currency, the respective Specified Amounts
         of such Component Currencies shall be replaced by an amount in such
         single currency equal to the sum of the respective Specified Amounts of
         such consolidated Component Currencies expressed in such single
         currency, and such amount shall thereafter be a Specified Amount and
         such single currency shall thereafter be a Component Currency. If after
         the Conversion Date any Component Currency shall be divided into two or
         more currencies, the Specified Amount of such Component Currency shall
         be replaced by amounts of such two or more currencies, having an
         aggregate Dollar Equivalent value at the Market Exchange Rate on the
         date of such replacement equal to the Dollar Equivalent of the
         Specified Amount of such former Component Currency at the Market
         Exchange Rate immediately before such division, and such amounts shall
         thereafter be Specified Amounts and such currencies shall thereafter be
         Component Currencies. If, after the Conversion Date of the relevant
         currency unit, including, but not limited to, the ECU, a Conversion
         Event (other than any event referred to above in this definition of
         "Specified Amount") occurs with respect to any Component Currency of
         such currency unit and is continuing on the applicable Valuation Date,
         the Specified Amount of such Component Currency shall, for purposes of
         calculating the Dollar Equivalent of the Currency Unit, be converted
         into Dollars at the Market Exchange Rate in effect on the Conversion
         Date of such Component Currency.

                  An "Election Date" shall mean the Regular Record Date for the
         applicable series of Registered Securities or at least 16 days prior to
         Maturity, as the case may be, or such other prior date for any series
         of Registered Securities as specified pursuant to clause 13 of Section
         301 by which the written election referred to in Section 312(b) may be
         made.

                  All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee for the appropriate series of Securities
and all Holders of such Securities denominated or payable in the relevant
Currency. The Exchange Rate Agent shall promptly give written notice to the
Company and the Trustee for the appropriate series of Securities of any such
decision or determination.

                  In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date. In the event the Company so
determines that a Conversion Event has occurred with respect to the ECU or any
other currency unit in which Securities are denominated or payable, the Company
will immediately give written

                                       40
<PAGE>

notice thereof to the Trustee of the appropriate series of Securities and to the
Exchange Rate Agent (and such Trustee will promptly thereafter give notice in
the manner provided in Section 106 to the affected Holders) specifying the
Conversion Date and the Specified Amount of each Component Currency on the
Conversion Date. In the event the Company determines in good faith that any
subsequent change in any Component Currency as set forth in the definition of
Specified Amount above has occurred, the Company will similarly give written
notice to the Trustee of the appropriate series of Securities and to the
Exchange Rate Agent.

                  The Trustee of the appropriate series of Securities shall be
fully justified and protected in relying and acting upon information received by
it from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

                  SECTION 313. Appointment and Resignation of Successor Exchange
Rate Agent. (a) Unless otherwise specified pursuant to Section 301, 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 Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

                  (b) No resignation of the Exchange Rate Agent and no
appointment of a successor Exchange Rate Agent pursuant to this Section shall
become effective until the acceptance of appointment by the successor Exchange
Rate Agent as evidenced by a written instrument delivered to the Company and the
Trustee of the appropriate series of Securities accepting such appointment
executed by the successor Exchange Rate Agent.

                  (c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities of
one or more or all of such series and that, unless otherwise specified pursuant
to Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency.

                  SECTION 314. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP", "CINS" or "ISIN" numbers (if then generally in use),
and, if so, the Trustee shall indicate the respective "CUSIP", "CINS" or "ISIN"
numbers of the Securities 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

                                       41
<PAGE>

as contained in any notice of 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.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 401. Satisfaction and Discharge of Indenture. Except
as set forth below, this Indenture shall upon Company Request cease to be of
further effect with respect to any series of Securities specified in such
Company Request (except as to any surviving rights of registration of transfer
or exchange of Securities of such series expressly provided for herein or
pursuant hereto, any surviving rights of tender for repayment at the option of
the Holders and any right to receive Additional Amounts, as provided in Section
1007), and the Trustee, upon receipt of a Company Order, and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series when

                  (1)   either

                        (A) all Securities of such series theretofore
                  authenticated and delivered 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 305,
                  (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 306, (iii) coupons appertaining to
                  Securities called for redemption and maturing after the
                  relevant Redemption Date, whose surrender has been waived as
                  provided in Section 1106, and (iv) Securities and coupons of
                  such series for whose payment money has theretofore been
                  deposited in trust with the Trustee or any Paying Agent or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

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

                              (i) have become due and payable, or

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

                              (iii) if redeemable at the option of the Company,
                        are to be called for redemption within one year under
                        arrangements satisfactory to the Trustee for the giving
                        of notice of redemption by the Trustee in the name, and
                        at the expense, of the Company,

                                       42
<PAGE>

                  and the Company, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust for such purpose, solely for
                  the benefit of the Holders, an amount in the Currency 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, if any) and
                  interest, if any, to the date of such deposit (in the case of
                  Securities which have become due and payable) or to the Stated
                  Maturity or Redemption Date, as the case may be;

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee and any predecessor
Trustee under Section 606, the obligations of the Company to any Authenticating
Agent under Section 612 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive
any termination of this Indenture.

                  SECTION 402. Application of Trust Funds. Subject to the
provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has been deposited with
or received by the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501. Events of Default. "Event of Default", wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Sixteen or 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), unless it is either inapplicable to a
particular series or is specifically deleted or modified in or pursuant to the
supplemental indenture or a Board Resolution establishing such series of
Securities or is in the form of Security for such series:

                                       43
<PAGE>

                  (1) default in the payment of any interest on any Security of
            that series, or any related coupon, 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, if
            any, on) any Security of that series when due and payable, at its
            Maturity, upon acceleration, redemption or otherwise; or

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

                  (4) the entry by a court having jurisdiction in the premises
            of (A) a decree or order for relief in respect of the Company in an
            involuntary case or proceeding under any applicable federal or state
            bankruptcy, insolvency, reorganization or other similar law or (B) a
            decree or order adjudging the Company a bankrupt or insolvent, or
            approving as properly filed a petition seeking reorganization,
            arrangement, adjustment or composition of or in respect of the
            Company under any applicable federal or state law, or appointing a
            custodian, receiver, liquidator, assignee, trustee, sequestrator or
            other similar official of the Company or of any substantial part of
            its property, or ordering the winding up or liquidation of its
            affairs, and the continuance of any such decree or order for relief
            or any such other decree or order unstayed and in effect for a
            period of 90 consecutive days; or

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

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

                                       44
<PAGE>

                  SECTION 502. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of any series at
the time Outstanding (other than an Event of Default specified in Section 501(4)
or (5)) occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may, and the Trustee at the request of such Holders shall,
declare immediately due and payable, by a notice in writing to the Company (and
to the Trustee if given by Holders) the unpaid principal (or, if the Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of (and
premium, if any) and accrued interest in respect of each Security then
Outstanding in that series (the "Default Amount"). Upon any such declaration,
the Default Amount shall become immediately due and payable on all Outstanding
Securities of that series. Notwithstanding any other provision of this Section
502, if an Event of Default specified in Section 501(4) or (5) occurs then, the
Default Amount on the Securities then Outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act 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
Company, the Trustee may rescind and annul such declaration and its consequences
if:

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

                        (A) all overdue interest on all Securities of that
                  series and any related coupons,

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

                        (C) to the extent that payment of such interest is
                  lawful, interest on overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

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

                  (2) all Events of Default with respect to Securities of that
            series, other than the non-payment of the principal of (or premium,
            if any, on) 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 513.

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

                                       45
<PAGE>

                  SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants 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, if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee (such
demand and payment in the case of Euro Securities to occur only outside of the
United States), for the benefit of the Holders of Securities of such series and
coupons, the whole amount then due and payable on such Securities and coupons of
that series for principal (and premium, if any) and interest, if any, with
interest upon any overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon any overdue
installments of interest, if any, at the rate or rates borne by or provided for
in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon 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 Company or any other obligor
upon Securities of such series, wherever situated.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series 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 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities of a
series or the property of the Company 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 Company for the payment of any overdue principal, premium, if
any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

                                       46
<PAGE>

                  (i) to file and prove a claim for the whole amount of
            principal (or in the case of Original Issue Discount Securities,
            such portion of the principal as may be provided in the terms
            thereof)(and premium, if any) and interest, if any, 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
            (which distribution, in the case of Euro Securities, shall occur
            only outside the United States);

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, their agents and counsel, and any other amounts due the Trustee under
Section 606.

                  Subject to Article Eight and Section 902 and unless otherwise
provided as contemplated by Section 301, 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.

                  SECTION 505. 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 and 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 506. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, if any, upon presentation of the Securities or coupons, or both, as
the case may be (such presentation, in the case of Euro Securities or coupons,
to occur only outside the United States), and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
            Section 606;

                                       47
<PAGE>

                  SECOND: Subject to Article 16, to the payment (such payment,
            in the case of Euro Securities, to occur only outside the United
            States) of the amounts then due and unpaid upon the Securities and
            coupons for principal (and premium, if any) and interest, if any, 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, if any) and
            interest, if any, respectively; and

                  THIRD: To the payment of the remainder, if any, to the Company
            or any other Person or Persons entitled thereto.

                  SECTION 507. 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 an
            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 508. 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,
if any) and (subject to Sections 305 and 307) interest, if any, on such Security
or payment of such coupon on the Stated Maturity or Maturities expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date or, in
the case of repayment at the option of the Holders on the Repayment Date) and to
institute suit

                                       48
<PAGE>

for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

                  SECTION 509. Restoration of Rights and Remedies. If the
Trustee or any Holder 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 Company, 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 510. 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
306, 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 511. 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 512. 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

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

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

                  (3) the Trustee may refuse to follow any direction which, in
            the Opinion of Counsel to the Trustee, is unduly prejudicial to
            other Holders of Securities of such series not consenting or would
            subject the Trustee to personal liability.

                  SECTION 513. Waiver of Past Defaults. Subject to Section 502,
the Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on

                                       49
<PAGE>

behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to Securities of such
series and its consequences, except a default

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

                  (2) in respect of a 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 514. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                  ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601. Notice of Defaults. Within 90 days after the
occurrence of any Default hereunder with respect to the Securities of any
series, the Trustee shall transmit in the manner and to the extent provided in
TIA Section 313(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,
if any) or interest, if any, 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 the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest 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 501(3) with respect to the
Securities and coupons of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.

                  SECTION 602. Certain Rights of Trustee. Subject to the
provisions of TIA Section 315(a) through 315(d):

                  (1) The Trustee may rely and shall be protected in acting or
            refraining from acting upon any resolution, certificate, statement,
            instrument, opinion, report, notice,

                                       50
<PAGE>

            request, direction, consent, order, bond, debenture, note, coupon,
            other evidence of indebtedness or other paper or document believed
            by it to be genuine and to have been signed or presented by the
            proper party or parties.

                  (2) Any request or direction of the Company mentioned herein
            shall be sufficiently evidenced by a Company Request or Company
            Order (other than delivery of any Security, together with any
            coupons appertaining thereto, to the Trustee for authentication and
            delivery pursuant to Section 303 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
            a Board Resolution, an Opinion of Counsel or an Officer's
            Certificate.

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

                  (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 reasonable security
            or indemnity against the costs, expenses and liabilities which might
            be incurred by it 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, other evidence of
            indebtedness or other paper or document, but the Trustee, in its
            discretion, may make such further inquiry or investigation into such
            facts or matters as it may see fit, and, if the Trustee in good
            faith shall determine to make such further inquiry or investigation,
            it shall be entitled upon reasonable notice and at reasonable times
            during normal business hours to examine the books, records and
            premises of the Company, 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.

                  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

                                       51
<PAGE>

of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

                  SECTION 603. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any coupons shall be taken as
the statements of the Company, 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 and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

                  SECTION 604. May Hold Securities. The Trustee, any Paying
Agent, Security Registrar, Authenticating Agent or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

                  SECTION 605. Money Held in Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                  SECTION 606. Compensation and Reimbursement and
Indemnification of Trustee. The Company agrees:

                  (1) To pay to the Trustee or any predecessor Trustee from time
            to time such reasonable compensation for all services rendered by it
            hereunder as has been agreed upon in writing (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 reasonable expenses, disbursements and advances
            incurred or made by the Trustee or such predecessor Trustee in
            accordance with any provision of this Indenture (including the
            reasonable compensation and the expenses and disbursements of its
            agents and counsel), except any such expense, disbursement or
            advance as may be attributable to its negligence or bad faith.

                  (3) To indemnify each of the Trustee or any predecessor
            Trustee for, and to hold it harmless against, any loss, liability or
            expense incurred without negligence or bad faith on its own 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

                                       52
<PAGE>

            against any claim or liability in connection with the exercise or
            performance of any of its powers or duties hereunder.

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

                  SECTION 607. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(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 to 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.

                  SECTION 608. Disqualification; Conflicting Interests. If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

                  SECTION 609. 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 610.

                  (b) Subject to Section 609(a) hereof, the Trustee may resign
at any time with respect to the Securities of one or more series by giving
written notice thereof to the Company.

                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by (i) the Company, by an Officer's Certificate
delivered to the Trustee, provided that contemporaneously therewith (x) the
Company immediately appoints a successor Trustee with respect to the Securities
of such series meeting the requirements of Section 607 hereof and (y) the terms
of Section 610 hereof are complied with in respect of such appointment (the
Trustee being removed hereby agreeing to execute the instrument contemplated by
Section 610(b) hereof, if applicable, under such circumstances) and provided
further that no Default with respect to such Securities shall have occurred and
then be continuing at such time, or (ii) Act of the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series
delivered to the Trustee and the Company.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
            TIA Section 310(b) after written request therefor by the Company or
            by any Holder of

                                       53
<PAGE>

            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 607
            and shall fail to resign after written request therefor by the
            Company or by any Holder of a Security who has been a bona fide
            Holder of a Security for at least six months, or

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

then, in any such case, (i) the Company by or pursuant to an Officer's
Certificate may remove the Trustee and appoint a successor Trustee with respect
to all Securities, or (ii) subject to TIA Section 315(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 an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
a notice of resignation or the delivery of an Act of removal, the Trustee
resigning or being removed may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

                  (f) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause with respect to the Securities of one or more series, the Company, by
or pursuant to a Board Resolution or Officer's Certificate, 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 Company 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 Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner 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.

                  (g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the

                                       54
<PAGE>

Holders of Securities in Section 106. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

                  SECTION 610. 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 shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms "Indenture" and "Securities" shall have the
meanings specified in the provisos to the respective definition of those terms
in Section 101 which contemplate such situation.

                  (c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor

                                       55
<PAGE>

Trustee all such rights, powers and trusts referred to in paragraph (a) or (b)
of this Section, as the case may be.

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

                  SECTION 611. 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; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

                  SECTION 612. Appointment of Authenticating Agent. The Trustee
may appoint an Authenticating Agent or Agents (which may be an Affiliate or
Affiliates of the Company) with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue or upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Company. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 301, 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

                                       56
<PAGE>

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 Company. 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 Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall promptly
give written 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 106. 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 Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section.

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to 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


                                            By:
                                               ---------------------------------
                                                   as Authenticating Agent

                                       57
<PAGE>


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

                  If all of the Securities of a series may not be originally
issued at one time, and the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel), shall appoint in accordance with this Section an
Authenticating Agent (which, if so requested by the Company, shall be an
Affiliate of the Company) having an office in a Place of Payment designated by
the Company with respect to such series of Securities, provided that the terms
and conditions of such appointment are acceptable to the Trustee.

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701. Disclosure of Names and Addresses of Holders.
Every Holder of Securities or coupons, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any Authenticating Agent nor any Paying Agent nor any Security Registrar nor any
agent of any of them 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 312, 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
312(b).

                  SECTION 702. Preservation of Information; Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

                  (b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

                  (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.

                  SECTION 703. Reports by Trustee. Within 60 days after May 15
of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in TIA Section 313(c) a brief report dated as
of such May 15 which meets the requirements of TIA Section 313(a).

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<PAGE>

                  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
Company. The Company will promptly notify the Trustee of the listing of the
Securities on any stock exchange.

                  SECTION 704. Reports by Company. The Company will:

                  (a) file with the Trustee, within 15 days after the Company is
            required to file the same with the Commission, copies of the annual
            reports and of the information, documents, and other reports (or
            copies of such portions of any of the foregoing as the Commission
            may from time to time by rules and regulations prescribe) which the
            Company may be required to file with the Commission pursuant to
            Section 13 or Section 15(d) of the Exchange Act;

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

                  The Trustee shall 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 Company pursuant
to paragraphs (a) and (b) of this Section.

                  SECTION 705. Calculation of Original Issue Discount. Upon
request of the Trustee, the Company shall file with the Trustee promptly at the
end of each calendar year a written notice specifying the amount of original
issue discount (including daily rates and accrual periods), if any, accrued on
Outstanding Securities as of the end of such year.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 801. Company May Consolidate, etc. Only on Certain
Terms. The Company may not consolidate or merge with or into another
corporation, or sell or convey all or substantially all of its property and
assets to another Person unless: (i) immediately after such consolidation,
merger, sale or conveyance no Event of Default or Default shall have occurred
and be continuing; (ii) the Surviving Person in such merger or consolidation (if
other than the Company) or Person to whom such property and assets are sold or
conveyed (if other than the Company) is a corporation organized under the laws
of the United States or any state thereof, and such Person (if other than the
Company) through a supplemental indenture assumes payment of the principal of
(premium, if any, on) and interest on, the Outstanding Securities of the
applicable series and the performance and observance of all the covenants and
conditions of the Indenture with respect to the Company; (iii) the Company shall
have delivered to the Trustee an Officer's Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, sale or conveyance and
such supplemental indenture comply with the applicable provisions of the
Indenture and that all conditions precedent therein provided for relating to
such consolidation, merger, sale or

                                       59
<PAGE>

conveyance have been complied with. The Company may consolidate or merge with or
into, or sell or convey all or substantially all of its property and assets to
any Subsidiary. For purposes of this Section, "sell or convey all or
substantially all of its property and assets" shall mean property and assets
contributing in the aggregate at least 80% of the Company's total consolidated
revenues as reported in the Company's last available periodic financial report
(quarterly or annual, as the case may be) filed with the Commission.

                  SECTION 802. Successor Person Substituted. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or any sale or conveyance of all or substantially all of the
property and assets of the Company to any Person in accordance with Section 801,
the successor Person formed by such consolidation or into which the Company is
merged or to which such sale or conveyance is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and in the event of any such sale or conveyance, the
Company (which term shall for this purpose mean the Person named as the
"Company" in the first paragraph of this Indenture or any successor Person which
shall theretofore become such in the manner described in Section 801) shall be
discharged of all obligations and covenants under this Indenture and the
Securities and any coupons appertaining thereto, and may be dissolved or
liquidated.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  SECTION 901. Supplemental Indentures Without Consent of
Holders. Unless otherwise specified in Section 902, without the consent of any
Holders of Securities or coupons, the Company, 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 reasonably
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Person to the
            Company and the assumption by any such successor of the covenants of
            the Company herein and in the Securities contained in accordance
            with Article Eight hereof; or

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

                  (3) to add any additional Events of Default 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

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<PAGE>

            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 any 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 pursuant to the requirements of
            Section 801 or 1006, or otherwise; or

                  (7) to establish the form or terms of Securities of any series
            and any related coupons as permitted by Sections 201 and 301,
            including the provisions and procedures relating to Securities
            convertible into or exchangeable for any securities of any Person
            (including the Company); 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

                  (9) to cure any ambiguity, to correct or supplement any
            provision herein which may be inconsistent with any other provision
            herein, or to make any other provisions with respect to matters or
            questions arising under this Indenture; provided 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

                  (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 401, 1402 and 1403; 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 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in aggregate
principal amount of all

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<PAGE>

Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by 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 which affect such series of Securities or of modifying in any
manner the rights of the Holders of Securities of such series 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
of each such series 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 the terms of any sinking fund with respect to
            any Security; or reduce the principal amount thereof or the rate of
            interest thereon, or any premium payable upon the redemption
            thereof, or repayment thereof at the option of the Holder, or change
            any obligation of the Company to pay Additional Amounts as
            contemplated by Section 1007 (except as contemplated by Section
            801(1) and permitted by Section 901(1)), or reduce the amount of the
            principal of an Original Issue Discount Security that would be due
            and payable upon a declaration of acceleration of the Maturity
            thereof pursuant to Section 502, or upon the redemption thereof or
            the amount thereof provable in bankruptcy pursuant to Section 504,
            or adversely affect any right of repayment at the option of the
            Holder of any Security, or change any Place of Payment where, or the
            Currency in which, any Security or any premium or interest thereon
            is payable, or impair the right to institute suit for the
            enforcement of any such payment on or after the Stated Maturity
            thereof (or, in the case of redemption on or after the Redemption
            Date or, in the case of repayment at the option of the Holder, on or
            after the Repayment Date), or modify the provisions of this
            Indenture with respect to the mandatory redemption of Securities or
            repayment of the Securities at the option of the Holder in a manner
            adverse to any Holder of any Securities or any coupons appertaining
            thereto, or adversely affect any right to convert or exchange any
            Security as may be provided pursuant to Section 301 herein, 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
            (of compliance with certain provisions of this Indenture or certain
            defaults hereunder and their consequences) provided for in this
            Indenture,

                  (3) modify any of the provisions of this Section, Section 513
            or Section 1009, except to increase any such percentage or to
            provide that certain other provisions of this Indenture cannot be
            modified or waived without the consent of the Holder of each
            Outstanding Security affected thereby; provided, however, that this
            clause shall not be deemed to require the consent of any Holder of a
            Security or coupon with respect to changes in the references to "the
            Trustee" and concomitant changes in this Section, or the deletion of
            this proviso, in accordance with the requirements of Sections 610(b)
            and 901(7), or

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<PAGE>

                  (4) modify any of the provisions of this Indenture relating to
            the subordination of the Securities in a manner adverse to the
            Holders.

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

                  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.

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

                  SECTION 903. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the 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 904. 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.

                  SECTION 905. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  SECTION 906. Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall,
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered (which
delivery, in the case of
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<PAGE>

Euro Securities, shall occur only outside the United States) by the Trustee in
exchange for Outstanding Securities of such series.

                  SECTION 907. Effect on Senior Indebtedness. No supplemental
indenture shall adversely affect the rights of any holder of Senior Indebtedness
under Article Sixteen without the consent of such holder.

                                  ARTICLE TEN

                                    COVENANTS

                  SECTION 1001. Payment of Principal, Premium, if Any, and
Interest. The Company covenants and agrees for the benefit of the Holders of
each series of Securities and any related coupons that it will duly and
punctually pay, in the Currency or Currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series), the principal of (and premium, if any, on) and
any interest on the Securities of that series in accordance with the terms of
such Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 301 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 respective coupons for such
interest installments.

                  SECTION 1002. Maintenance of Office or Agency. If Securities
of a series are issuable only as Registered Securities, the Company will
maintain in each Place of Payment for such series an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served, which agency
initially shall be The Bank of New York, 101 Barclay Street, New York, New York
10286, Attention:    . If Securities of a series are issuable as Bearer
Securities, the Company 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 Company 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 (including
payment of any Additional Amounts payable on Securities of that series pursuant
to Section 1007); provided, however, that, if the Securities of that series are
listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland, Limited, the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent for the Securities of that
series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of

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<PAGE>

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 Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the
Trustee and give prompt notice to the Holders as provided in Section 106 of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
in respect of any series of Securities or shall fail to furnish the Trustee with
the address thereof, such presentations and surrenders of Securities of that
series may be made and 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
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1007) at any Paying Agent for such series
located outside the United States, and the Company hereby appoints the same as
its agent to receive all such respective presentations, surrenders, notices and
demands.

                  Unless otherwise specified with respect to any Securities
pursuant to Section 301, no payment of principal, premium, if any, or interest
on Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to any account maintained with a financial institution located in the
United States; provided, however, that, if the Securities of a series are
denominated and payable in Dollars, payment of principal of (and premium, if
any, on) and any interest on any Bearer Security (including any Additional
Amounts payable on Securities of such series pursuant to Section 1007) shall be
made at the office of the Company's Paying Agent in the Borough of Manhattan,
The City of New York, or the office or agency of the Company 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, if any, interest or Additional Amounts, as
the case may be, at all offices or agencies outside the United States maintained
for the purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee and the Holders 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 as contemplated by Section
301 with respect to a series of Securities, the Company hereby designates as a
Place of Payment for each series of Securities the office or agency of the
Company in the Borough of Manhattan, The City of New York, and initially
appoints the Trustee at its Corporate Trust Office as Paying Agent in the
Borough of Manhattan, The City of New York and as its agent to receive all
such presentations, surrenders, notices and demands.


                                       65
<PAGE>

                  SECTION 1003. Money for Security Payments to Be Held in Trust.
If the Company shall at any time act as a Paying Agent with respect to the
Securities of any series and any related coupons, it will, on or before each due
date of the principal of (and premium, if any, on) or any 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 in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series)) sufficient to pay the principal
(and premium, if any) or any interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, prior to or on each
due date of the principal of (and premium, if any, on) or any interest on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency or
Currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series))
sufficient to pay the principal (and premium, if any) or any interest so
becoming due, such sum of money to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of such
action or any failure so to act.

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

                  (1) hold all sums of money for the payment of the principal of
            (and premium, if any, on) or interest on Securities of that series
            in trust for the benefit of the Persons entitled thereto until such
            sums of money shall be paid to such Persons or otherwise disposed of
            as herein provided;

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

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

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

                                       66
<PAGE>

                  Except as provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any, on) or interest
on any Security of any series, or any coupon appertaining thereto, and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security or any coupon
appertaining thereto shall thereafter, as an unsecured general creditor, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such money held in
trust, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

                  SECTION 1004. Corporate Existence. Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence, rights (charter and
statutory) and franchises; provided, however, that the Company shall not 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
its business.

                  SECTION 1005. Maintenance of Principal Properties. The Company
will cause all Principal Properties used or useful in the conduct of its
business or the business of a Restricted Subsidiary of the Company 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 Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the maintenance of any of such properties or prevent or restrict
the sale, abandonment or other disposition of any of such properties if such
action is, in the judgment of the Company, desirable in the conduct of the
business of the Company and its Subsidiaries as a whole.

                  SECTION 1006. Payment of Taxes and Other Claims. The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (a) all material taxes, assessments and governmental charges
levied or imposed upon the Company or any Subsidiary of the Company or upon the
income, profits or property of the Company or any Subsidiary of the Company, and
(b) all material lawful claims for labor, materials and supplies which, if
unpaid, might by law become a Lien upon the property of the Company or any
Subsidiary of the Company; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith.

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<PAGE>

                  SECTION 1007. Additional Amounts. If Securities of a series
provide for the payment of additional amounts to any Holder who is a non-United
States Person in respect of any tax, assessment or governmental charge
("Additional Amounts"), the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto such Additional Amounts as may be
so provided by Section 301. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of (or premium, if any, on) or
interest on, or in respect of, any Security of a series or payment of any
related coupon or the net proceeds received on the sale or exchange of a
Security of a series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for by the terms of such series
established pursuant to Section 301 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 301,
if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal (and premium,
if any) is made), and at least 10 days prior to each date of payment of
principal (and premium, if any) or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officer's Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officer's Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of (and premium, if any, on) or interest on the Securities
of that series shall be made to Holders of Securities of that series or any
related coupons who are non-United States Persons without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such
Officer's 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 Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officer's Certificate
furnished pursuant to this Section or in the event the Trustee shall not
withhold or deduct any sums as a result of the non-receipt of an Officer's
Certificate pursuant to this Section.

                  SECTION 1008. Compliance Certificate. (a) The Company shall
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof so long as any Security is Outstanding
hereunder, an Officer's Certificate, stating that in the course of the
performance by the signatory of his or her duties as such officer of the Company
they would normally obtain knowledge of any Default by the Company in the
performance or fulfillment of any covenant, agreement or condition contained in
this Indenture, and stating whether or not they have obtained knowledge of any
such Default existing on the date of such statement and, if so, specifying each
such Default of which the signatory has knowledge and the nature thereof.

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<PAGE>

                  (b) The Company will, so long as any of the Securities of any
series are Outstanding, deliver to the Trustee, as promptly as practicable upon
any officer listed in (a) above becoming aware of any Default, Event of Default
or default in the performance of any covenant, agreement or condition contained
in this Indenture, an Officer's Certificate specifying such Default, Event of
Default, default or event of default and what action the Company is taking or
proposes to take with respect thereto and the status thereof.

                  SECTION 1009. Waiver of Certain Covenants. With respect to the
Securities of any series, the Company may omit in any particular instance to
comply with any covenant or condition specified pursuant to Section 301 as being
subject to this Section 1009, if, before the time for such compliance, the
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such 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 Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

                  SECTION 1010. Limitations on Liens. The Company shall not
create, assume or suffer to exist any Lien on any of its property or assets,
without securing the Securities of any applicable series equally and ratably
with (or prior to) such secured Indebtedness; provided, however, that the
foregoing shall apply only to Liens which in the aggregate exceed 15% of the
Company's total consolidated assets as of the end of the Company's most recent
accounting period preceding the creation or assumption of any such Lien (reduced
by any Attributable Debt with respect to any Sale and Leaseback Transaction
permitted under Section 1011 below). This restriction will not apply to
Capitalized Leases or to Indebtedness secured by (a) Liens existing on the date
hereof and Liens on property of, or Indebtedness of, any Person at the time such
Person becomes a Subsidiary (whether by acquisition or otherwise, including
through merger or consolidation), (b) Liens in favor of the Company or a
Subsidiary of the Company, (c) Liens existing at the time of acquisition of the
assets secured thereby (including acquisition through merger or consolidation)
and purchase money Liens, and (d) any extension, renewal or refunding of any
Lien referred to in the foregoing clauses (a) through (c), inclusive.

                  SECTION 1011. Limitations on Sale and Leaseback Transactions.
The Company shall not, and shall not permit any Restricted Subsidiary to, enter
into any Sale and Leaseback Transaction with respect to any Principal Property
unless (a) such Sale and Leaseback Transaction involves a lease for a term of
not more than three years; (b) such Sale and Leaseback Transaction is between
the Company and a Subsidiary of the Company or between Subsidiaries of the
Company; (c) the Company or such Restricted Subsidiary would be entitled to
incur indebtedness secured by a Lien on such Principal Property involved in such
Sale and Leaseback Transaction at least equal in amount to the Attributable Debt
with respect to such Sale and Leaseback Transaction pursuant to the first
sentence of the "Limitations on Liens" covenant in Section 1010 above without
equally and ratably securing the Securities of any applicable series pursuant
to such covenant; (d) the proceeds of such Sale and Leaseback Transaction are at
least equal to the fair market value thereof (as determined in good faith by the
Board of Directors of the Company) and the Company applies an amount equal to
the greater of the net proceeds of

                                       69
<PAGE>

such sale or the Attributable Debt with respect to such Sale and Leaseback
Transaction within 180 days of such sale to either (or a combination) of (i) the
retirement (other than the mandatory retirement, mandatory prepayment or sinking
fund payment or by payment at maturity) of debt for borrowed money of the
Company or a Subsidiary of the Company that matures more than 12 months after
its creation (other than debt that is subordinated to the Securities or debt to
the Company or a Subsidiary of the Company) or (ii) the purchase, construction
or development of other comparable property; or (e) such Sale and Leaseback
Transaction is entered into within 180 days after the initial acquisition by the
Company or such Restricted Subsidiary, as the case may be, of the Principal
Property subject to such Sale and Leaseback Transaction.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 1101. Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

                  SECTION 1102. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities shall be evidenced by an
Officer's Certificate. In case of any redemption at the election of the Company
the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the Securities to
be redeemed, and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 1103. In the case of any redemption of Securities of any series (i)
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture or (ii) pursuant to an
election of the Company which is subject to a condition specified in the terms
of such Securities, the Company shall furnish the Trustee with an Officer's
Certificate evidencing compliance with such restriction or condition.

                  SECTION 1103. Selection by Trustee of Securities to Be
Redeemed. If less than all the Securities of any series are to be redeemed
(unless all of the Securities of a specified tenor 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;
provided that such method complies with the rules of any national securities
exchange or quotation system on which the Securities are then listed, 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; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Security not redeemed to less than the
minimum authorized denomination for Securities of such series.

                                       70
<PAGE>

                  The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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

                  SECTION 1104. Notice of Redemption. Except as otherwise
specified as contemplated by Section 301, notice of redemption shall be given in
the manner provided in Section 106, not less than 30 days nor more than 60 days
prior to the Redemption Date, 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 and accrued interest, if any, to the
            Redemption Date payable as provided in Section 1106,

                  (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, if any, to the Redemption Date payable as provided
            in Section 1106 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 (which in the case of Euro
            Securities shall be outside the United States) 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,

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<PAGE>

                  (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 Redemption
            Date or the amount of any such missing coupon or coupons will be
            deducted from the Redemption Price, unless security or indemnity
            satisfactory to the Company, 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 305 or otherwise, the last date, as determined by the
            Company, on which such exchanges may be made, and

                  (10) the CUSIP number of such Security, if any.

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

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

                  SECTION 1105. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article Twelve, segregate and hold
in trust as provided in Section 1003)) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) 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 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, 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 Company at the Redemption Price,

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<PAGE>

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 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of coupons for such interest, and provided
further that, unless otherwise specified as contemplated by Section 301,
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 307.

                  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 Company 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 1002) and, unless otherwise specified as contemplated by Section 301,
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 Redemption Price shall, until paid,
bear interest from the Redemption Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

                  SECTION 1107. 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 Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge a
new Registered Security or Securities of the same series and of like tenor, 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 temporary global Security or permanent global
Security is so surrendered, such new Security so issued shall be a new temporary
global Security or permanent global Security, respectively. However, if less
than all the Securities of any series with differing issue dates, interest rates
and stated maturities are to be redeemed, the Company in its sole discretion
shall select the particular Securities to be redeemed and shall notify the
Trustee in writing thereof at least 45 days prior to the relevant redemption
date.

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                                 ARTICLE TWELVE

                                  SINKING FUNDS

                  SECTION 1201. 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 301 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 1202. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.

                  SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities. Subject to Section 1203, the Company 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 to the Trustee
(other than any previously called for redemption or presented for repayment at
the option of the Holder) 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 previously purchased or otherwise
acquired or redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the terms
of such Securities together in the case of any Bearer Securities of such series
with all unmatured coupons appertaining thereto, in each case in satisfaction of
all or any part of any mandatory sinking fund payment with respect to the
Securities of the same series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided 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 1203. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officer's 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 in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, 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 Officer's
Certificate shall specify an

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<PAGE>

optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not more than 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1105, 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

                  SECTION 1301. Applicability of Article. Repayment of
Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and
(except as otherwise specified by the terms of such series established pursuant
to Section 301) in accordance with this Article.

                  SECTION 1302. Repayment of Securities. Securities of any
series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be
repaid at the Repayment Price thereof, together with interest, if any, thereon
accrued to the Repayment Date specified in or pursuant to the terms of such
Securities. The Company covenants that on or before the Repayment Date it will
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the Repayment Price of, and (except
if the Repayment Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof, as the case may be, to be repaid on such
date.

                  SECTION 1303. Exercise of Option. Securities of any series
subject to repayment at the option of the Holders thereof will contain an
"Option to Elect Repayment" form on the reverse of such Securities. To be repaid
at the option of the Holder, any Security so providing for such repayment, with
the "Option to Elect Repayment" form on the reverse of such Security duly
completed by the Holder (or by the Holder's attorney duly authorized in
writing), must be received by the Company at the Place of Payment therefor
specified in the terms of such Security (or at such other place or places of
which the Company shall from time to time notify the Holders of such Securities)
not earlier than 45 days nor later than 30 days prior to the Repayment Date. If
less than the entire Repayment Price of such Security is to be repaid in
accordance with the terms of such Security, the portion of the Repayment Price
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 such Security
surrendered that is not to be repaid, must be specified. 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

                                       75
<PAGE>

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 Company.

                  SECTION 1304. When Securities Presented for Repayment Become
Due and Payable. If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest 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 Repayment Price of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that 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 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, unless otherwise specified
as contemplated by Section 301, 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
Company shall default in the payment thereof) to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

                  If 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 1302 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
Company 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 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

                  If any Security surrendered for repayment shall not be so
repaid upon surrender thereof, the Repayment Price shall, until paid, bear
interest from the Repayment Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

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<PAGE>

                  SECTION 1305. Securities Repaid in Part. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, and of like tenor, 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. If a temporary global
Security or permanent global Security is so surrendered, such new Security so
issued shall be a new temporary global Security or a new permanent global
Security, respectively.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1401. Company's Option to Effect Defeasance or
Covenant Defeasance. If pursuant to Section 301 provision is made for either or
both of (a) defeasance of the Securities of a series under Section 1402 or (b)
covenant defeasance of the Securities of a series under Section 1403, then the
provisions of such Section 1402 or Section 1403, as the case may be, together
with Sections 1404, 1405 and 1406, shall be applicable to the Securities of such
series, and the Company may, at its option by Officer's Certificate, at any
time, with respect to the Securities of such series, elect to have either
Section 1402 (if applicable) or Section 1403 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the conditions set
forth below in this Article Fourteen.

                  SECTION 1402. Defeasance and Discharge. Upon the Company's
exercise of the above option applicable to this Section with respect to any
Securities of or within a series and subject to Sections 1405 and 1406, the
Company shall be deemed to have been discharged from its obligations with
respect to the Outstanding Securities of such series and any related coupons on
and after the date the conditions precedent set forth below are satisfied but
subject to satisfaction of the conditions subsequent set forth below
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and any related
coupons, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 1405 and the other Sections of this Indenture referred to in
(A) and (B) below, and to have satisfied all their other obligations under such
Securities and any related coupons and this Indenture insofar as such Securities
and any related coupons are concerned (and the Trustee, at the expense of the
Company, 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 of such
securities and any related coupons to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments
in respect of the principal of (and premium, if any, on) and interest on such
Securities and any related coupons when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1007, and such obligations as shall be
ancillary thereto, (C) the rights, powers, trusts, duties, immunities and other
provisions in respect of the Trustee hereunder and

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(D) this Article Fourteen. Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section 1402 notwithstanding the
prior exercise of its option under Section 1403 with respect to such Securities
and any related coupons. Following a defeasance, payment of the Securities of
such series may not be accelerated because of an Event of Default. Money and
securities held in trust pursuant to this Section 1402 shall not be subject to
Article Sixteen.

                  SECTION 1403. Covenant Defeasance. Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series, the Company shall be released from its obligations under any
Section(s) of this Indenture applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision with respect to the
Outstanding Securities of such series and any related coupons on and after the
date the conditions precedent set forth below are satisfied but subject to
satisfaction of the conditions subsequent set forth below (hereinafter,
"covenant defeasance"), and such Securities and any related coupons shall
thereafter be deemed not to be "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such Sections, 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 of such
series and any related coupons, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or by reason of reference in any such
Section 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 hereunder, but,
except as specified above, the remainder of this Indenture and such Securities
and any related coupons shall be unaffected thereby. Following a covenant
defeasance, payment of the Securities of such series may not be accelerated
because of an Event of Default solely by reference to such Sections specified
above in this Section 1403.

                  SECTION 1404. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions precedent or, as specifically noted below,
subsequent, to application of either Section 1402 or Section 1403 to any
Outstanding Securities of or within a series and any related coupons:

                  (1) The Company shall have irrevocably deposited or caused to
            be irrevocably deposited with the Trustee (or another trustee
            satisfying the requirements of Section 607 who shall agree to comply
            with the provisions of this Article Fourteen applicable to it) as
            trust funds in trust for the purpose of making the following
            payments, specifically pledged as security for the benefit of, and
            dedicated solely to, the Holders of such Securities and any related
            coupons, (A) Dollars in an amount, or (B) Government Obligations
            which through the scheduled payment of principal and interest in
            respect thereof in accordance with their terms will provide, not
            later than one day before the due date of any payment, Dollars in an
            amount, or (C) a combination thereof, sufficient, in the opinion of
            a nationally recognized firm of independent public accountants
            expressed in a written certification thereof delivered to the
            Trustee (or other qualifying trustee), to pay and discharge, and
            which shall be applied by the Trustee (or other qualifying trustee)
            to pay and discharge, (i) each installment of principal of (and
            premium, if any, on) and interest on such Outstanding Securities
            and any related coupons on the Stated Maturity

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            (or Redemption Date, if applicable) of such principal (and premium,
            if any) or interest on the day on which such payments are due and
            payable in accordance with the terms of this Indenture, the
            Securities of such series and the coupons, if any, appertaining
            thereto, and (ii) any mandatory sinking fund payments or analogous
            payments applicable to such Outstanding Securities and any related
            coupons on the due dates thereof. Before such a deposit, the Company
            may give to the Trustee, in accordance with Section 1102 hereof, a
            notice of its election to redeem all or any portion of such
            Outstanding Securities at a future date in accordance with the terms
            of the Securities of such series and Article Eleven hereof, which
            notice shall be irrevocable. Such irrevocable redemption notice, if
            given, shall be given effect in applying the foregoing.

                  (2) No Default or Event of Default with respect to such
            Securities or any related coupons shall have occurred and be
            continuing (A) on the date of such deposit or (B) insofar as
            paragraphs (4) and (5) of Section 501 are concerned, at any time
            during the period ending on the 91st day after the date of such
            deposit or, if longer, ending on the day following the expiration of
            the longest preference period applicable to the Company in respect
            of such deposit (it being understood that the condition in this
            clause (B) is a condition subsequent and shall not be deemed
            satisfied until the expiration of such period).

                  (3) Such defeasance or covenant defeasance shall not (A) cause
            the Trustee for the Securities of such series to have a conflicting
            interest as defined in TIA Section 310(b) or otherwise for purposes
            of the Trust Indenture Act with respect to any securities of the
            Company or (B) result in the trust arising from such deposit to
            constitute, unless it is qualified as, a regulated investment
            company under the Investment Company Act of 1940, as amended.

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

                  (5) Such defeasance or covenant defeasance shall not cause any
            Securities of such series then listed on any registered national
            securities exchange under the Securities Exchange Act of 1934, as
            amended, to be delisted.

                  (6) In the case of an election under Section 1402, the Company
            shall have delivered to the Trustee an Opinion of Counsel stating
            that (x) the Company has received from, or there has been published
            by, the Internal Revenue Service a ruling, or (y) 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 of such series and any related
            coupons 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.

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<PAGE>

                  (7) In the case of an election under Section 1403, the Company
            shall have delivered to the Trustee an Opinion of Counsel to the
            effect that the Holders of the Outstanding Securities of such series
            and any related coupons 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.

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

                  (9) The Company shall have delivered to the Trustee an
            Officer's Certificate and an Opinion of Counsel, each stating that
            all conditions precedent and subsequent provided for in this
            Indenture relating to either the defeasance under Section 1402 or
            the covenant defeasance under Section 1403 (as the case may be) have
            been complied with.

                  SECTION 1405. Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the
last paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee--collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of the Outstanding Securities of any series and any related coupons
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and any related coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Securities and any related coupons of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest, but such money need not
be segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the money or Government
Obligations deposited pursuant to Section 1404 or the principal and interest
received in respect thereof.

                  Anything in this Article Fourteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations (or other property
and any proceeds therefrom) held by it as provided in Section 1404 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 an equivalent defeasance or covenant defeasance, as applicable, in
accordance with this Article.

                  SECTION 1406. Reinstatement. Anything herein to the contrary
notwithstanding, if and to the extent the deposited money or Government
Obligations (or the proceeds thereof) either (i) cannot be applied by the
Trustee or any Paying Agent in accordance with Section 1405 because of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application or (ii) are for any reason insufficient
in amount, then (x) the Company's obligation, if any, to pay principal of and
any

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<PAGE>

premium and interest on the Securities of such series and any related coupons
shall be reinstated to the extent necessary to cover the deficiency on any due
date for payment and (y) in the case of a covenant defeasance under Section
1403, the Company's obligation, if any, under any Sections applicable to such
Securities that are determined pursuant to Section 301 to be subject to this
provision shall be reinstated unless and until all deficiencies on any due date
for payment are covered. In any case specified in clause (i), the Company's
interest in the deposited money and Government Obligations (and proceeds
thereof) shall be reinstated to the extent the Company's payment obligations
are reinstated.

                                ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION 1501. Purposes for Which Meetings May Be Called. A
meeting of Holders of Securities of any and all 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 1502. 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 1501, to be held at such time and at such
place in the Borough of Manhattan, The City of New York or in London 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 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

                  (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 33 1/3% in aggregate 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 1501, 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 or mailing of the notice of such meeting within 21
days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company 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 in the Borough of Manhattan, The City of New
York or in London for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.

                  SECTION 1503. 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

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meeting and their counsel, any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

                  SECTION 1504. 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, waiver, request, demand, notice, authorization, direction
or other action which this Indenture expressly provides may be made, given or
taken 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
of 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 any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(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. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

                  Except as limited by the proviso to the first paragraph of
Section 902, 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 Holders of not less than a majority in principal amount
of the Outstanding Securities of that series; provided, however, that, except as
limited by the first paragraph of the proviso to Section 902, any resolution
with respect to any consent, waiver, request, demand, notice, authorization,
direction or other action which this Indenture expressly provides may be made,
given or taken by the Holders of not less than a specified percentage, 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 only by the affirmative vote of the Holders of not less than 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 1504,
if any action is to be taken at a meeting of Holders of Securities of any series
with respect to any consent, waiver, request, demand, notice, authorization,
direction 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:

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<PAGE>

                  (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 consent, waiver, request,
            demand, notice, authorization, direction 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 1505. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any other 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 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 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 104 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 Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company 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.

                  (c) At any meeting of the Holders, 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 such
Holder; 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 1502 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 1506. 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

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<PAGE>

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 1502 and, if applicable, Section 1504.
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 Company 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.

                                ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES

                  SECTION 1601. Agreement to Subordinate. The Company, for
itself, its successors and assigns, covenants and agrees, and each Holder of
Securities by his or her acceptance thereof, likewise covenants and agrees, that
the payment of the principal of (and premium, if any) and interest, if any, on
each and all of the Securities is hereby expressly subordinated, to the extent
and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Indebtedness.

                  SECTION 1602. Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities. Upon any distribution of assets of
the Company upon any dissolution, winding up, liquidation or reorganization of
the Company, whether in bankruptcy, insolvency, reorganization or receivership
proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of the Company or otherwise (subject
to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred in this Indenture upon the Senior
Indebtedness and the holders thereof with respect to the Securities and the
holders thereof by a lawful plan of reorganization under applicable bankruptcy
law):

                  (a) the holders of all Senior Indebtedness shall be entitled
            to receive payment in full of the principal thereof (and premium, if
            any) and interest due thereon before the Holders of the Securities
            are entitled to receive any payment upon the principal (or premium,
            if any) or interest, if any, on indebtedness evidenced by the
            Securities; and

                  (b) any payment or distribution of assets of the Company of
            any kind or character, whether in cash, property or securities, to
            which the Holders of the Securities or the Trustee would be entitled
            except for the provisions of this Article Sixteen shall be paid by
            the liquidating trustee or agent or other person making such payment
            or distribution, whether a trustee in bankruptcy, a receiver or
            liquidating trustee or otherwise, directly to the holders of Senior
            Indebtedness or their representative or

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<PAGE>

            representatives or to the trustee or trustees under any indenture
            under which any instruments evidencing any of such Senior
            Indebtedness may have been issued, ratably according to the
            aggregate amounts remaining unpaid on account of the principal of
            (and premium, if any) and interest on the Senior Indebtedness held
            or represented by each, to the extent necessary to make payment in
            full of all Senior Indebtedness remaining unpaid, after giving
            effect to any concurrent payment or distribution to the holders of
            such Senior Indebtedness; and

                  (c) in the event that, notwithstanding the foregoing, any
            payment or distribution of assets of the Company of any kind or
            character, whether in cash, property or securities, shall be
            received by the Trustee or the Holders of the Securities before all
            Senior Indebtedness is paid in full, such payment or distribution
            shall be paid over, upon written notice to the Trustee, to the
            holder of such Senior Indebtedness or their representative or
            representatives or to the trustee or trustees under any indenture
            under which any instrument evidencing any of such Senior
            Indebtedness may have been issued, ratably as aforesaid, for
            application to payment of all Senior Indebtedness remaining unpaid
            until all such Senior Indebtedness shall have been paid in full,
            after giving effect to any concurrent payment or distribution to the
            holders of such Senior Indebtedness.

                  Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid
in full and no such payments or distributions to the Holders of the Securities
of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities be deemed to be a
payment by the Company to or on account of the Securities. It is understood that
the provisions of this Article Sixteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the
one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing
contained in this Article Sixteen or elsewhere in this indenture or in the
Securities is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest, if any, on the Securities as and when the same shall become due
and payable in accordance with their terms, or to affect the relative rights of
the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness, nor shall anything herein or in the Securities
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this indenture, subject
to the rights, if any, under this Article Sixteen of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy. Upon any payment or distribution of assets
of the Company referred to in this Article Sixteen, the Trustee, subject to
the provisions of Section 601, shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and

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<PAGE>

other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article
Sixteen.

                  The Trustee, however, shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness. The Trustee shall not be liable to
any such holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Sixteen.

                  If the Trustee or any Holder of Securities does not file a
proper claim or proof of debt in the form required in any proceeding referred to
above prior to 30 days before the expiration of the time to file such claim in
such proceeding, then the holder of any Senior Indebtedness is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Securities.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to holders of Senior Indebtedness shall be
read into this Indenture against the Trustee.

                  SECTION 1603. No Payment on Securities in Event of Default on
Senior Indebtedness. No payment by the Company on account of principal (or
premium, if any), sinking funds or interest, if any, on the Securities shall be
made unless full payment of amounts then due for principal (premium, if any),
sinking funds and interest on Senior Indebtedness has been made or duly provided
for in money or money's worth.

                  SECTION 1604. Payments on Securities Permitted. Nothing
contained in this Indenture or in any of the Securities shall (a) affect the
obligation of the Company to make, or prevent the Company from making, at any
time except as provided in Sections 1602 and 1603, payments of principal of (or
premium, if any) or interest, if any, on the Securities or (b) prevent the
application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of (or premium, if any) or interest,
if any, on the Securities, unless the Trustee shall have received at its
Corporate Trust Office written notice of any event prohibiting the making of
such payment more than two Business Days prior to the date fixed for such
payment.

                  SECTION 1605. Authorization of Holders to Trustee to Effect
Subordination. Each Holder of Securities by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

                  SECTION 1606. Notices to Trustee. Notwithstanding the
provisions of this Article or any other provisions of this Indenture, neither
the Trustee nor any Paying Agent (other than the Company) shall be charged with
knowledge of the existence of any Senior Indebtedness or of any event which
would prohibit the making of any payment of moneys to or by the Trustee or such
Paying Agent, unless and until the Trustee or such Paying Agent shall have
received (in

                                       86
<PAGE>

the case of the Trustee, at its Corporate Trust Office) written notice thereof
from the Company or from the holder of any Senior Indebtedness or from the
trustee for any such holder, together with proof satisfactory to the Trustee of
such holding of Senior Indebtedness or of the authority of such trustee;
provided, however, that if at least two Business Days prior to the date upon
which by the terms hereof any such moneys may become payable for any purpose
(including, without limitation, the payment of either the principal (or premium,
if any) or interest, if any, on any Security) the Trustee shall not have
received with respect to such moneys the notice provided for in this Section
1606, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary, which may be received by it within two Business
Days prior to such date. The Trustee shall be entitled to rely on the delivery
to it of a written notice by a Person representing himself to be a holder of
Senior Indebtedness (or a trustee on behalf of such holder) to establish that
such a notice has been given by a holder of Senior Indebtedness or a trustee on
behalf of any such holder. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Sixteen, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article Sixteen and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

                  SECTION 1607. Trustee as Holder of Senior Indebtedness. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article Sixteen in respect of any Senior Indebtedness at any time held
by it to the same extent as any other holder of Senior Indebtedness and nothing
in this Indenture shall be construed to deprive the Trustee of any of its rights
as such holder.

                  Nothing in this Article Sixteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 606.

                  SECTION 1608. Modifications of Terms of Senior Indebtedness.
Any renewal or extension of the time of payment of any Senior Indebtedness or
the exercise by the holders of Senior Indebtedness of any of their rights under
any instrument creating or evidencing Senior Indebtedness, including, without
limitation, the waiver of default thereunder, may be made or done all without
notice to or assent from the Holders of the Securities or the Trustee.

                  No compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of,
any liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Sixteen or of the Securities relating to the subordination thereof.

                                       87
<PAGE>

                  SECTION 1609. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article Sixteen, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Sixteen.


                                    * * * * *

                  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.



                                       88
<PAGE>



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

                                            VIACOM INC.,
                                                as Issuer


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


Attest:


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

                                            THE BANK OF NEW YORK,
                                                     as Trustee


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


Attest:


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



<PAGE>

                                    EXHIBIT A

                             FORMS OF CERTIFICATION



                                   EXHIBIT A-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 Viacom 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.


<PAGE>

                                     A-1-2

                  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:  _________, 20__


[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 Signatory)
                                          Name:
                                          Title:


<PAGE>


                                   EXHIBIT A-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
                 Clearstream 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 Viacom 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.


<PAGE>


                                      A-2-2

                  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:  ________________, 20__


[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]

                                 [Clearstream Banking, societe anonyme]



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