<PAGE>

                                                                     EXHIBIT 4.1

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


                             McLEODUSA INCORPORATED


                                      and

                    UNITED STATES TRUST COMPANY OF NEW YORK,
                                    Trustee

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

                                   Indenture

                          Dated as of January 15, 2001

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

                             Senior Debt Securities


--------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

                                                                            Page
                                                                            ----
RECITALS

                                   ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


SECTION 101. Definitions ..................................................    1
        Act ...............................................................    2
        Additional Amounts ................................................    2
        Affiliate .........................................................    2
        Authenticating Agent ..............................................    2
        Authorized Newspaper ..............................................    2
        Bearer Security ...................................................    2
        Board of Directors ................................................    2
        Board Resolution ..................................................    2
        Business Day ......................................................    3
        Capital Stock .....................................................    3
        CEDEL .............................................................    3
        Class A Common Stock ..............................................    3
        Commission ........................................................    3
        Common Depositary .................................................    3
        Company ...........................................................    3
        Company Certificate ...............................................    3
        Company Request and Company Order .................................    3
        Conversion Event  .................................................    4
        Corporate Trust Office ............................................    4
        corporation .......................................................    4
        coupon  ...........................................................    4
        covenant defeasance  ..............................................    4
        Default ...........................................................    4
        Defaulted Interest ................................................    4
        defeasance.........................................................    4
        Dollar or $ .......................................................    4
        DTC ...............................................................    4
        ECU ...............................................................    4
        Euroclear .........................................................    4
        European Communities ..............................................    4
        European Monetary System ..........................................    4
        Event of Default ..................................................    5
        Exchange Act ......................................................    5
        Exchange Date .....................................................    5
        Foreign Currency ..................................................    5
        GAAP ..............................................................    5
        Government Obligations ............................................    5
        Holder ............................................................    5
        Indenture .........................................................    5
        Indexed Security ..................................................    6
        interest ..........................................................    6
        Interest Payment Date .............................................    6
        mandatory sinking fund payment ....................................    6
        Maturity ..........................................................    6

                                       i
<PAGE>

                                                                            Page
                                                                            ----

        Notice of Default .................................................    6
        Opinion of Counsel ................................................    6
        optional sinking fund payment .....................................    6
        Original Issue Discount Security ..................................    7
        Outstanding .......................................................    7
        Paying Agent.......................................................    8
        Person ............................................................    8
        Place of Payment ..................................................    8
        Predecessor Security ..............................................    8
        Property ..........................................................    8
        Redemption Date ...................................................    9
        Redemption Price ..................................................    9
        Registered Security ...............................................    9
        Regular Record Date ...............................................    9
        Repayment Date ....................................................    9
        Repayment Price ...................................................    9
        Responsible Officer ...............................................    9
        Restricted Subsidiary .............................................    9
        Securities Act ....................................................    9
        Security ..........................................................    9
        Security Register and Security Registrar ..........................    9
        Special Record Date ...............................................   10
        Stated Maturity ...................................................   10
        Subsidiary ........................................................   10
        Trust Indenture Act ...............................................   10
        Trustee ...........................................................   10
        Trustee Permitted Investments .....................................   10
        United States .....................................................   12
        United States person ..............................................   12
        Unrestricted Subsidiary ...........................................   12
        Voting Stock ......................................................   12
        Yield to Maturity .................................................   12

SECTION 102. Compliance Certificates and Opinions .........................   12
SECTION 103. Form of Documents Delivered to Trustee .......................   13
SECTION 104. Acts of Holders ..............................................   13
SECTION 105. Notices 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. No Personal Liability ........................................   17
SECTION 112. Governing Law ................................................   17
SECTION 113. Legal Holidays ...............................................   17
SECTION 114. Counterparts .................................................   18

                                       ii
<PAGE>

                                   ARTICLE TWO
                                SECURITIES FORMS

                                                                            Page
                                                                            ----


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 .........................   20
SECTION 302. Denominations ................................................   23
SECTION 303. Execution, Authentication, Delivery and Dating ...............   24
SECTION 304. Temporary Securities .........................................   26
SECTION 305. Registration, Registration of Transfer and Exchange ..........   29
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities .............   32
SECTION 307. Payment of Interest; Interest Rights Preserved ...............   33
SECTION 308. Persons Deemed Owners ........................................   35
SECTION 309. Cancellation .................................................   36
SECTION 310. Computation of Interest ......................................   36
SECTION 311. CUSIP Numbers ................................................   36


                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture ......................   37
SECTION 402. Application of Trust Funds ...................................   38

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501. Events of Default ............................................   38
SECTION 502. Acceleration of Maturity; Rescission and Annulment............   40
SECTION 503. Collection of Indebtedness and Suits for Enforcement
                by Trustee ................................................   41
SECTION 504. Trustee May File Proofs of Claim .............................   42
SECTION 505. Trustee May Enforce Claims Without Possession of Securities
               or Coupons .................................................   43
SECTION 506. Application of Money Collected ...............................   43
SECTION 507. Limitation on Suits ..........................................   43
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium,
               Interest and Additional Amounts ............................   44
SECTION 509. Restoration of Rights and Remedies ...........................   44
SECTION 510. Rights and Remedies Cumulative ...............................   44
SECTION 511. Delay or Omission Not Waiver .................................   45
SECTION 512. Control by Holders of Securities .............................   45
SECTION 513. Waiver of Past Defaults ......................................   45
SECTION 514. Waiver of Usury, Stay or Extension Laws ......................   45
SECTION 515. Undertaking for Costs ........................................   46

                                      iii
<PAGE>

                                                                            Page
                                                                            ----

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601. Notice of Defaults ...........................................   46
SECTION 602. Certain Duties and Rights of Trustee .........................   46
SECTION 603. Not Responsible for Recitals or Issuance of Securities .......   49
SECTION 604. May Hold Securities ..........................................   49
SECTION 605. Money Held in Trust; Trustee Permitted Investments ...........   49
SECTION 606. Compensation and Reimbursement ...............................   50
SECTION 607. Trustee Eligibility; Conflicting Interests ...................   50
SECTION 608. Resignation and Removal; Appointment of Successor ............   51
SECTION 609. Acceptance of Appointment by Successor .......................   53
SECTION 610. Merger, Conversion, Consolidation or Succession to Business ..   54
SECTION 611. Appointment of Authenticating Agent ..........................   54


                                  ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY



SECTION 701. Disclosure of Names and Addresses of Holders .................   56
SECTION 702. Reports by Trustee ...........................................   56
SECTION 703. Reports by Company ...........................................   56
SECTION 704. Company to Furnish Trustee Names and Addresses of Holders ....   57


                                  ARTICLE EIGHT
                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE


SECTION 801. Consolidations and Mergers of Company and Sales, Leases
               and Conveyances ............................................   57
SECTION 802. Rights and Duties of Successor Entity ........................   58
SECTION 803. Company Certificate and Opinion of Counsel ...................   58


                                  ARTICLE NINE
                            SUPPLEMENTAL INDENTURES


SECTION 901. Supplemental Indentures Without Consent of Holders ...........   58
SECTION 902. Supplemental Indentures with Consent of Holders ..............   60
SECTION 903. Execution of Supplemental Indentures .........................   61
SECTION 904. Effect of Supplemental Indentures ............................   62
SECTION 905. Conformity with Trust Indenture Act ..........................   62
SECTION 906. Reference in Securities to Supplemental Indentures ...........   62
SECTION 907. Notice of Supplemental Indentures ............................   62
SECTION 908. Revocation and Effect of Consents and Waivers ................   62


                                  ARTICLE TEN
                                   COVENANTS


SECTION 1001. Payment of Principal, Premium, Interest and
                Additional Amounts ........................................   62
SECTION 1002. Maintenance of Office or Agency .............................   63
SECTION 1003. Money for Securities Payments to Be Held in Trust ...........   64
SECTION 1004. Existence ...................................................   66
SECTION 1005. Maintenance of Property .....................................   66
SECTION 1006. [intentionally omitted] .....................................   66

                                       iv
<PAGE>

                                                                            Page
                                                                            ----


SECTION 1007. Payment of Taxes and Other Claims ...........................   66
SECTION 1008. Statement as to Compliance ..................................   66
SECTION 1009. Additional Amounts ..........................................   67
SECTION 1010. Waiver of Certain Covenants .................................   68


                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES


SECTION 1101. Applicability of Article ....................................   68
SECTION 1102. Election to Redeem; Notice to Trustee .......................   68
SECTION 1103. Selection by Trustee of Securities to Be Redeemed ...........   68
SECTION 1104. Notice of Redemption ........................................   69
SECTION 1105. Deposit of Redemption Price .................................   70
SECTION 1106. Securities Payable on Redemption Date .......................   71
SECTION 1107. Securities Redeemed in Part .................................   71


                                 ARTICLE TWELVE
                                 SINKING FUNDS


SECTION 1201. Applicability of Article ....................................   72
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities .......   72
SECTION 1203. Redemption of Securities for Sinking Fund ...................   72


                                ARTICLE THIRTEEN
                      REPAYMENT AT THE OPTION OF HOLDERS


SECTION 1301. Applicability of Article ....................................   73
SECTION 1302. Repayment of Securities .....................................   73
SECTION 1303. Exercise of Option ..........................................   73
SECTION 1304. When Securities Presented for Repayment Become Due
                and Payable ...............................................   74
SECTION 1305. Securities Repaid in Part ...................................   75


                               ARTICLE FOURTEEN
                      DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1401. Applicability of Article; Company's Option to Effect
               Defeasance or Covenant Defeasance ..........................   75
SECTION 1402. Legal Defeasance and Discharge ..............................   75
SECTION 1403. Covenant Defeasance .........................................   76
SECTION 1404. Conditions to Defeasance or Covenant Defeasance .............   76
SECTION 1405. Deposited Money and Government Obligations to Be Held
                in Trust; Other Miscellaneous Provisions ..................   78
SECTION 1406. Reinstatement ...............................................   80


                                 ARTICLE FIFTEEN
                       MEETINGS OF HOLDERS OF SECURITIES


SECTION 1501. Purposes for Which Meetings May Be Called ...................   80
SECTION 1502. Call, Notice and Place of Meetings ..........................   80
SECTION 1503. Persons Entitled to Vote at Meetings ........................   81
SECTION 1504. Quorum; Action ..............................................   81

                                       v
<PAGE>

                                                                            Page
                                                                            ----

SECTION 1505. Determination of Voting Rights; Conduct and Adjournment
               of Meetings ................................................   82
SECTION 1506. Counting Votes and Recording Action of Meetings .............   83
SECTION 1507. Evidence of Action Taken by Holders .........................   83
SECTION 1508. Proof of Execution of Instruments ...........................   83

TESTIMONIUM
SIGNATURES
EXHIBIT A - FORMS OF CERTIFICATION

                                       vi
<PAGE>

                         Reconciliation and tie between
      Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
                                 and Indenture


Trust Indenture Act Section                          Indenture Section
---------------------------                          -----------------
310(a)(1), (2) and (5)                              607(a)
310(a)(3) and (4)                                         Not applicable
310(b)                                              608(d)
310(c)                                                    Not applicable
311                                                       Not applicable
312(a)                                                    704
312(b)                                              Not applicable
312(c)                                                    701
313(a) and (c)                                      702
313(b)                                              Not applicable
314(a)(1), (2) and (3)                              703
314(a)(4)                                                 1008
314(b)                                              Not applicable
314(c) and (e)                                      102
314(d)                                              Not applicable
315(a), (c), (d) and (e)                                  Not applicable
315(b)                                              601
316(a) (last sentence)                              101 ("Outstanding")
316(a)(1)(A)                                              512
316(a)(1)(B)                                              513
316(a)(2) and (c)                                         Not applicable
316(b)                                              508
317(a)(1)                                                 503
317(a)(2)                                                 504
317(b)                                              Not applicable
318(a)                                                    112

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

          Attention should also be directed to Section 318(c) of the Trust
          Indenture Act, which provides that the provisions of Sections 310 to
          and including 317 of the Trust Indenture Act are a part of and govern
          every qualified indenture, whether or not physically contained
          therein.

                                      vii
<PAGE>

     INDENTURE, dated as of January 15, 2001, by and between McLEODUSA
INCORPORATED, a Delaware corporation (hereinafter called the "Company"), having
                                                              -------
its principal office at 6400 C Street, S.W., Cedar Rapids, Iowa 52406 and UNITED
STATES TRUST COMPANY OF NEW YORK, a bank and trust company organized under the
New York banking law, as trustee hereunder (hereinafter called the "Trustee"),
                                                                    -------
currently having its Corporate Trust Office at 114 West 47th Street, New York,
New York 10036.

                                    RECITALS

     The Company deems it necessary to issue from time to time for its lawful
purposes senior debt securities (hereinafter called the "Securities") evidencing
                                                         ----------
its unsecured and unsubordinated indebtedness, and has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of the Securities, unlimited as to aggregate principal amount, to bear
interest at the rates or formulas, to mature at such times and to have such
other provisions as shall be fixed therefor as hereinafter provided.

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

     This Indenture is subject to the provisions of the Trust Indenture Act (as
herein defined) and the rules and regulations of the Commission (as herein
defined) promulgated thereunder which are required to be part of this Indenture
and, to the extent applicable, shall be governed by such provisions.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders (as herein defined) thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the
Securities, 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 the context otherwise requires:

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

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, 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 Section 311 of the Trust Indenture Act,
     -----------------
     shall have the meanings assigned to them in the rules of the Commission
     adopted under the Trust Indenture Act;

                                       1
<PAGE>

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

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

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

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

     "Affiliate" means, as to any Person, any other Person which directly or
      ---------
indirectly controls, or is under common control with, or is controlled by, such
Person; provided that each Unrestricted Subsidiary shall be deemed to be an
        --------
Affiliate of the Company and of each other Subsidiary of the Company; provided,
                                                                      --------
further, that, except for the purposes of the definition of "Outstanding" and
-------
Section 607,  neither the Company nor any of its Restricted Subsidiaries shall
be deemed to be Affiliates of each other.  For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling," "under
common control with" and "controlled by"), as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of Voting Stock, by agreement or otherwise.

     "Authenticating Agent" means any authenticating agent appointed by the
      --------------------
Trustee pursuant to Section 611.

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

     "Bearer Security" means a Security which is payable to bearer.
      ---------------

     "Board of Directors" means the board of directors of the Company, the
      ------------------
executive committee or any other committee of such board duly authorized to act
for it in respect hereof.

     "Board Resolution" means a duly adopted resolution of the Board of
      ----------------
Directors in full force and effect at the time of determination.

                                       2
<PAGE>

     "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, any day, other than a Saturday or Sunday, which is neither a legal holiday
nor a day on which banking institutions in such Place of Payment or particular
location are authorized or required by law, regulation or executive order to
close.

     "Capital Stock" in any Person means  any and all shares, interests,
      -------------
participations or other equivalents in the equity interest (however designated)
in such Person and any rights (other than indebtedness convertible into an
equity interest), warrants or options to subscribe for or acquire an equity
interest in such Person.

     "CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or its
      -----
successor.

     "Class A Common Stock" means the Class A Common Stock, par value $0.01 per
      --------------------
share, of the Company.

     "clearing agency" has the meaning set forth in Section 3(a)(23) of the
      ---------------
Exchange Act.

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

     "Common Depositary" has the meaning specified in Section 304(b).
      -----------------

     "Company" means the Person named as the "Company" in the first paragraph
      -------
of this Indenture until a successor corporation has become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation, and any other obligor on the Securities.

     "Company Certificate" means a certificate signed in the name of the
      -------------------
Company by (i) the Chairman of the Board of Directors, a Vice Chairman of the
Board of Directors, the President, the Chief Executive Officer or a Vice
President, and (ii) the Chief Financial Officer, the Chief Accounting Officer,
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
and delivered to the Trustee, which certificate shall comply with the provisions
of Section 102 hereof; provided that any Company Certificate delivered pursuant
                       --------
to the first paragraph of Section 1008 hereof shall be signed by the Chief
Executive Officer, the Chief Financial Officer or the Chief Accounting Officer.

     "Company Request" and "Company Order" mean, respectively, a written
      ---------------       -------------
request or order signed in the name of the Company by (i) the Chairman of the
Board of Directors, a Vice Chairman of the Board of Directors, the President,
the Chief Executive Officer or a Vice President, and (ii) the Chief Financial
Officer, the Chief Accounting Officer, the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, and delivered to the Trustee.

                                       3
<PAGE>

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
      ----------------
(other than the ECU or other currency unit) 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 principal office of the Trustee in the
      ----------------------
Borough of Manhattan, The City of New York, New York which at any particular
time its corporate trust business shall be principally administered, which at
the date hereof is located at 114 West 47th Street, New York, New York 10036.

     "corporation" includes corporations, associations, companies, real estate
      -----------
investment trusts and business trusts.

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

     "covenant defeasance" has the meaning specified in Section 1403.
      -------------------

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

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

     "defeasance" has the meaning specified in Section 1402.
      ----------

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

     "DTC" means The Depository Trust Company.
      ---

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

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

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

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

                                       4
<PAGE>

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

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
      ------------
the rules and regulations promulgated thereunder by the Commission.

     "Exchange Date" has the meaning specified in Section 304(b).
      -------------

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

     "GAAP" means United States generally accepted accounting principles,
      ----
consistently applied, as set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board, or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States, that are applicable to the circumstances as of the date of
determination; provided that, except as otherwise specifically provided herein,
               --------
all calculations made for purposes of determining compliance with Section 801
and Article Ten hereof with respect to a series of Securities shall utilize GAAP
as in effect on the date of the original issuance and authentication of the
Securities of such series pursuant to this Indenture.

     "Government Obligations" means securities which are (i) direct obligations
      ----------------------
of the United States of America or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged, or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and also
includes 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" when used with respect to a Registered Security, means the Person
      ------
in whose name such Registered Security is registered in the Security Register
and, when used with respect to a Bearer Security or any coupon, means the bearer
thereof.

     "Indenture" means this instrument as originally executed or as it may from
      ---------
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such

                                       5
<PAGE>

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

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

     "interest" when used with respect to an Original Issue Discount Security
      --------
which by its terms bears interest only after Maturity, means interest payable
after Maturity, and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 1009, 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.

     "mandatory sinking fund payment" has the meaning specified in Section
      ------------------------------
1201.

     "Maturity" when used with respect to any Security, means the date on which
      --------
the principal of such Security or an installment of principal become 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, repurchase or otherwise.

     "Notice of Default" has the meaning specified in Section 501.
      -----------------

     "Opinion of Counsel" means a written opinion of legal counsel, who may be
      ------------------
an employee of or counsel for the Company or other counsel satisfactory to the
Trustee, which opinion shall comply with the provisions of Section 102.

     "optional sinking fund payment" has the meaning specified in Section 1201.
      -----------------------------

                                       6
<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, means, as of the date
      -----------
of determination, all Securities theretofore authenticated and delivered under
this Indenture, including (except as provided below) Securities held or
beneficially owned by the Company or by an Affiliate of the Company, exclusive
of:

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

          (2) 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 is acting 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 other provision therefor satisfactory
     to the Trustee has been made;

          (3) Securities, except solely to the extent provided in Section 401,
     1402 or 1403, as applicable, with respect to which the Company has effected
     defeasance and/or covenant defeasance as provided in Article Four or
     Fourteen; and

          (4) 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 has 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 required
--------  -------
principal amount of the Outstanding Securities have concurred in 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 Section 313 of the Trust Indenture Act, (i)
the principal amount of an Original Issue Discount Security which may be counted
in making such determination or calculation and which shall be deemed
Outstanding for such purpose shall be equal to the amount of principal thereof
which would be (or has 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 which may be counted in making such determination or
calculation and which shall be deemed Outstanding for such purpose shall be
equal to the Dollar equivalent, determined pursuant to Section 301 as of the
date such Security is originally issued by the Company, of the principal amount
(or, in the case of an Original Issue Discount Security, the Dollar equivalent
as of such date of original issuance of the amount determined as provided in
clause (i) above) of such Security, (iii) the principal amount

                                       7
<PAGE>

of any Indexed Security which may be counted in making such determination or
calculation and which shall be deemed Outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Indexed Security
pursuant to Section 301, and (iv) Securities held or beneficially owned by the
Company, a Restricted Subsidiary of the Company or any other obligor on the
Securities or any Affiliate of the Company or of such other obligor or by agents
of any of the foregoing shall be disregarded and deemed not Outstanding, except
that, for the purposes of determining whether the Trustee is protected in making
such calculation or in relying on any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee knows are so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor on the Securities or any Affiliate of the Company
or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
      ------------
principal of (and premium, if any, on) and interest and Additional Amounts, if
any, on any Securities or coupons on behalf of the Company, or if no such Person
is authorized, the Company.

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

     "Place of Payment" when used with respect to the Securities of or within
      ----------------
any series, means the Corporate Trust Office of the Trustee and any place or
places which the Company may from time to time designate as the place or places
where the principal of (and premium, if any, on) and interest and Additional
Amounts, if any, on such Securities are payable as specified as contemplated by
Sections 301 and 1002 and presentations, surrenders, notices and demands with
respect to such Securities and this Indenture may be made.

     "Predecessor Security" when used with respect to any particular Security,
      --------------------
means every previous Security evidencing all or a portion of the same debt as
evidenced by such 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.

     "Property" means, with respect to any Person, any interest of such Person
      --------
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, excluding Capital Stock in any other Person.

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

                                       8
<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 or the
terms of such Security.

     "Registered Security" means any Security which is registered in the
      -------------------
Security Register.

     "Regular Record Date" when used with respect to an installment of 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, whether or not a Business Day.

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

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

     "Responsible Officer", when used with respect to the Trustee, means any
      -------------------
officer assigned to the corporate trust department or similar group of the
Trustee, including any vice president, any assistant vice president, any trust
officer, any assistant secretary or any other officer of the Trustee, who
customarily performs functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Indenture.

     "Restricted Subsidiary" means any Subsidiary of the Company that has not
      ---------------------
been designated as an Unrestricted Subsidiary pursuant to this Indenture.

     "Securities Act" means the Securities Act of 1933, as amended, and the
      --------------
rules and regulations promulgated thereunder by the Commission.

     "Security" has the meaning specified 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" when used with respect to the Indenture with respect to which such
Person is acting as 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 or within
any series with respect to which such Person is not acting as Trustee.

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

     "Special Record Date" when used with respect to 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.

                                       9
<PAGE>

     "Stated Maturity" when used with respect to any Security or any
      ---------------
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, 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, or
such Additional Amounts are, due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such Security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

     "Subsidiary" means, with respect to any Person, (i) any corporation more
      ----------
than 50 percent of the outstanding shares of Voting Stock of which is owned,
directly or indirectly, by such Person, or by one of more other Subsidiaries of
such Person, or by such Person and one or more other Subsidiaries of such
Person, (ii) any general partnership, limited liability company, joint venture
or similar entity, more than 50 percent of the outstanding partnership,
membership or similar interests of which are owned, directly or indirectly, by
such Person, or by one or more other Subsidiaries of such Person, or by such
Person and one or more other Subsidiaries of such Person and (iii) any limited
partnership of which such Person or any Subsidiary of such Person is a general
partner.

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

     "Trustee" means the Person named as the "Trustee" in the first paragraph
      -------
of this Indenture until a successor Trustee has become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then acting as a Trustee hereunder; provided,
                                                               --------
however, that, if at any time there is more than one such Person, "Trustee" when
-------
used with respect to the Securities of or within any series, shall mean only the
Trustee with respect to the Securities of such series, and no Trustee of
Securities for any series shall be responsible for the acts or omissions of a
Trustee for any other series of Securities.

     "Trustee Permitted Investments" means:
      -----------------------------

          (1)  Government Obligations;

          (2)  Direct obligations and fully guaranteed certificates of
     beneficial interest of the Export-Import Bank of the United States;
     consolidated debt obligations and letter of credit-backed issues of the
     Federal Home Loan Banks; participation certificates and senior debt
     obligations of the Federal Home Loan Mortgage Corporation; debentures of
     the Federal Housing Administration; mortgage-backed securities (except
     stripped mortgage securities which are valued greater than par on the
     portion of unpaid principal) and senior debt obligations of the Federal
     National Mortgage Association; participation certificates of the General
     Services Administration; guaranteed mortgage-backed securities and
     guaranteed participation certificates and guaranteed pool certificates of
     the Small Business Administration; debt obligations and letter of credit-
     backed issues of the Student Loan Marketing Association; local authority
     bonds of the U.S. Department of Housing and Urban Development; guaranteed
     Title XI financing of the U.S. Maritime Administration;

                                       10
<PAGE>

     guaranteed transit bonds of the Washington Metropolitan Area Transit
     Authority; or Resolution Funding Corporation securities;

          (3) Direct obligations of any state of the United States of America or
     any subdivision or agency thereof whose unsecured, uninsured and
     unguaranteed general obligation debt is rated, at the time of purchase, at
     least as high as the rating then in effect on the Securities by Standard &
     Poor's Rating Services, or any obligation fully and unconditionally
     guaranteed by any state, subdivision or agency whose unsecured, uninsured
     and unguaranteed general obligation debt is rated, at the time of purchase,
     at least as high as the rating then in effect on the Securities by Standard
     & Poor's Rating Services;

          (4) Commercial paper (having original maturities of not more than 270
     calendar days) rated, at the time of purchase, "A-1+" by Standard & Poor's
     Rating Services or "P-1" by Moody's Investors Services, Inc.;

          (5) Federal funds, unsecured certificates of deposit, time deposits or
     bankers acceptances (in each case having maturities of not more than 365
     calendar days) of any domestic bank (including the Trustee in its
     commercial capacity), including a branch office of a foreign bank which
     branch office is located in the United States, provided that written legal
                                                    --------
     opinions in form acceptable to the Trustee are received to the effect that
     full and timely payment of such deposit or similar obligation is
     enforceable against the principal office or any branch of such bank, which,
     at the time of purchase, has a rating of "A-1+" by Standard & Poor's Rating
     Services or "P-1" by Moody's Investors Services, Inc.;

          (6) Deposits of any bank or savings and loan association which has
     combined capital, surplus and undivided profits of not less than
     $3,000,000, provided that such deposits are continuously and fully insured
                 --------
     by the Federal Deposit Insurance Corporation, including, without
     limitation, an insured money market account of the Trustee;

          (7) Investments in money-market funds rated in the highest rating
     category by Standard & Poor's Rating Services or Moody's Investors
     Services, Inc.; such funds may include those for which the Trustee or an
     affiliate of the Trustee provides services for a fee, whether as investment
     advisor, custodian, transfer agent, sponsor, distributor or otherwise; and

          (8) Shares of an open-end, diversified investment company which is
     registered under the Investment Company Act of 1940, as amended, and which
     (i) invests exclusively in permitted investments of the type set forth in
     clauses (1) through (7) above; (ii) seeks to maintain a constant net asset
     value per share in accordance with regulations of the Commission; and (iii)
     has aggregate net assets of at least $50,000,000 on the date of purchase.

Any investment made in accordance with this Indenture may (i) be executed by the
Trustee or the Company with or through the Trustee or its affiliates and (ii) be
made in securities of any entity for

                                       11
<PAGE>

which the Trustee or any of its affiliates serves as offeror, distributor,
advisor or other service provider.

     "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, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that the
      -----------------------
Company has classified as an Unrestricted Subsidiary and that has not been
reclassified as a Restricted Subsidiary pursuant to this Indenture.

     "Voting Stock" means with respect to any Person, securities of any class
      ------------
or classes of Capital Stock in such Person entitling the holders thereof
(whether at all times or at the times that such class of Capital Stock has
voting power by reason of the happening of any contingency) to vote in the
election of members of the board of directors or comparable body of such Person.

     "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. Upon any application or
                  ------------------------------------
request by the Company to the Trustee to take or refrain from taking any action
under any provision of this Indenture, the Company shall furnish to the Trustee
a Company Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture (including any
covenants, compliance with which constitute conditions precedent) 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.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than certificates provided
pursuant to Section 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;

                                       12
<PAGE>

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

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

          (4) a statement as to whether or not, in the opinion of each such
     individual, such condition or covenant has been complied with; provided
                                                                    --------
     that, with respect to matters of fact, an Opinion of Counsel may rely on a
     Company Certificate or certificates of public officials.

     SECTION 103. Form of Documents Delivered to Trustee. In any case in which
                  --------------------------------------
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, on 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 on which his or her certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations may be based, insofar as it relates to factual matters, on 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 that the certificate or
opinion or representations as to such matters are erroneous.

     If 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 the Outstanding Securities of
     such series may, alternatively, be embodied in and evidenced by the record
     of such Holders voting in favor thereof, either in person or by proxies
     duly appointed in writing,

                                       13
<PAGE>

     at any meeting of such Holders 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, if expressly required herein, to the
     Company. Such instrument or instrument 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 and any agent of the
     Trustee or 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 or by any other means acceptable to the Trustee. If
     such execution is by a signer acting in a capacity other than his
     individual capacity, such certificate or affidavit shall also constitute
     sufficient proof of his authority. The fact and date of the execution of
     any such instrument or writing, or the authority of the Person executing
     the same, may also be proved in any other reasonable manner which the
     Trustee deems sufficient.

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

          (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, banker or other depositary, wherever situated, if
     such certificate is 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 (i) another
     certificate or affidavit bearing a later date issued in respect of the same
     Bearer Security is produced, (ii) such Bearer Security is produced to the
     Trustee by some other Person, (iii) such Bearer Security is surrendered in
     exchange for a Registered Security or (iv) such Bearer Security is no
     longer Outstanding. The ownership of Bearer Securities may also be proved
     in any other manner which the Trustee deems sufficient.

          (e) If the 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,

                                       14
<PAGE>

     notice, consent, waiver or other Act, but the Company shall not be
     obligated to do so. Notwithstanding Section 316(c) of the Trust Indenture
     Act, 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
     calendar 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
     purpose 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 on such Security.

     SECTION 105. Notices 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 on, given or
furnished to, or filed with:

          (1) the Trustee by any Holder or the Company shall be sufficient for
     every purpose hereunder if in writing and mailed, first class postage
     prepaid, to the Trustee addressed to it at the address of its Corporate
     Trust Office specified in the first paragraph of this Indenture, Attention:
     Corporate Trust Administration; or

          (2) the Company by the Trustee or 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 or at any other address previously furnished in
     writing to the Trustee by the Company.

     The Company or the Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or communications.

     SECTION 106. Notice to Holders; Waiver. When 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 (unless otherwise herein
expressly provided) if in writing and mailed, first-class

                                       15
<PAGE>

postage prepaid, to each such Holder affected by such event, at such Holder's
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case in which notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

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

     Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, when this Indenture provides
for notice to Holders of Bearer Securities of any event, such notices 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
and, if the Securities of such series are listed on any securities exchange
outside the United States, in any place at which such Securities are listed on a
securities exchange to the extent that such securities exchange so requires, 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 is impracticable to
publish any notice to Holders of Bearer Securities as provided above, then such
notification to Holders of Bearer Securities as is given with the approval of
the Trustee shall constitute sufficient notice to such Holders for every purpose
hereunder. Neither the failure to give notice by publication to any particular
Holder of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of such notice with respect to other
Holders of Bearer Securities or the sufficiency of any notice to Holders of
Registered Securities given as provided herein.

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

     When 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 on such waiver.

                                       16
<PAGE>

     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 any 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 any
                  ---------------------
Security or any coupon, 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. No Personal Liability. No recourse under or on any obligation,
                  ---------------------
covenant or agreement contained in this Indenture or in any Security or any
coupon, or because of any indebtedness evidenced thereby, shall be had against
any promoter, as such or, against any past, present or future controlling
Person, director, officer, employee, incorporator or shareholder, as such, of
the Company or of any successor, either directly or through the Company or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.

     SECTION 112. Governing Law. This Indenture and the Securities and any
                  -------------
coupons shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be performed in such
State. This Indenture is subject to the provisions of the Trust Indenture Act
which, by the provisions thereof, are deemed or required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.
If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by, or with another provision (an
"incorporated provision") included in this Indenture by operation of, Sections
310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision shall control.

     SECTION 113. Legal Holidays. In any case in which any Interest Payment
                  --------------
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security is not a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or any coupon other than a provision in the Securities of any series
which specifically states that such provision shall apply in lieu hereof),
payment of the principal of (and premium, if any, on) or interest or Additional
Amounts, if any, on such Security 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,

                                       17
<PAGE>

Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity; provided, however, 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 114. Counterparts. This Indenture may be executed in several
                  ------------
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

                                   ARTICLE TWO
                                SECURITIES FORMS

     SECTION 201. Forms of Securities. The Registered Securities, if any, of
                  -------------------
each series and the Bearer Securities, if any, and any coupons of each series,
shall be in substantially the forms as are established in or pursuant to one or
more indentures supplemental hereto and/or Board Resolutions, 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 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 611, 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.


Date:                         _____________________,
                              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 are 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 in the manner and in
accordance with instructions given by such Person or Persons 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 shall deliver and redeliver any Security in permanent global
form in the manner and in accordance with 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 or 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 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 307, unless otherwise specified
as contemplated by Section 301, payment of principal of (and premium, if any,
on) and interest and Additional Amounts, if any, on any Security in permanent
global form shall be made to the Person or Persons specified therein.

     Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company or
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent global
Security in bearer form, Euroclear or CEDEL.

                                  ARTICLE THREE
                                 THE SECURITIES

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

                                       19
<PAGE>

     The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions, and/or 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 or
within the series when issued from time to time):

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

         (2)  any limit on the aggregate principal amount of the Securities of
     or within the series which may be authenticated and delivered under this
     Indenture (except for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other
     Securities of or within the series pursuant to Section 304, 305, 306, 906,
     1107 or 1305);

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

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

         (5)  the place or places, if any, other than or in addition to the
     Corporate Trust Office where the principal of (and premium, if any, on) and
     interest and Additional Amounts, if any, on Securities of or within the
     series shall be payable, any Registered Securities of or within the series
     may be surrendered for registration of transfer, exchange or conversion and
     notices or demands to or on the Company in respect of the Securities of or
     within the series and this Indenture may be served;

         (6)  the period or periods within which, the price or prices (including
     the premium, if any) at which, the currency or currencies, currency unit or
     units or composite currency or currencies in which, and other terms and
     conditions upon which Securities of or within the series may be redeemed,
     in whole or in part, at the option of the Company, if the Company is to
     have the option;

         (7)  the obligation, if any, of the Company to redeem, repay or
     purchase Securities of or within 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

                                       20
<PAGE>

     currency or currencies, currency unit or units or composite currency or
     currencies in which, and other terms and conditions upon which Securities
     of or within 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 denominations in which any Registered Securities of or within
     the series shall be issuable and, if other than the denomination of $5,000,
     the denomination or denominations in which any Bearer Securities of or
     within the series shall be issuable;

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

         (10) the percentage of the principal amount at which Securities will be
     issued and, if other than the principal amount thereof, the portion of the
     principal amount of Securities of or within the series which shall be
     payable upon declaration of acceleration of the Maturity thereof pursuant
     to Section 502, or, if applicable, the portion of the principal amount of
     Securities which is convertible in accordance with the provisions of this
     Indenture, or the method by which such portion shall be determined;

         (11) if other than Dollars, the Foreign Currency or Currencies in which
     payment of the principal of (and premium, if any, on) or interest or
     Additional Amounts, if any, on the Securities of or within the series shall
     be payable or in which the Securities of or within the series shall be
     denominated;

         (12) whether the amount of payments of the principal of (and premium,
     if any, on) or interest or Additional Amounts, if any, on the Securities of
     or within 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, currency units, composite
     currencies, commodities, equity indices or other indices), and the manner
     in which such amounts shall be determined;

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

                                       21
<PAGE>

         (14) provisions, if any, granting special rights to the Holders of
     Securities of or within the series on the occurrence of such events as may
     be specified;

         (15) any deletions from, modifications of or additions to the Events of
     Default or covenants of the Company with respect to Securities of or within
     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 or within 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 or within the
     series may be exchanged for Registered Securities of or within the series
     and vice versa (if permitted by applicable laws and regulations), whether
     any Securities of or within the series are to be issuable initially in
     temporary global form and whether any Securities of or within 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, and, if Registered Securities of or within the
     series are to be issuable as a global Security, the identity of the
     depositary for such series, and the date as of which any Bearer Securities
     of or within the series and any temporary global Security representing
     Outstanding Securities of or within the series shall be dated if other than
     the date of original issuance of the first Security of the series to be
     issued;

         (17) 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, and the
     extent to which, or the manner in which, any interest payable on a
     temporary global Security on an Interest Payment Date will be paid if other
     than in the manner provided in Section 304;

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

         (19) 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;

                                       22
<PAGE>

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

         (21) whether and under what circumstances the Company will pay
     Additional Amounts as contemplated by Section 1009 on the Securities of or
     within the series to any Holder who is not a 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 obligation, if any, of the Company to permit the conversion of
     the Securities of such series into Class A Common Stock, preferred stock of
     the Company or other debt securities of the Company, and the terms and
     conditions on which such conversion shall be effected (including, without
     limitation, the initial conversion price or rate, the conversion period,
     any adjustment of the applicable conversion price and any requirements
     relative to the reservation of such shares for purposes of conversion);

         (23) whether and to what extent the Securities of the series are to be
     guaranteed by one or more of the Subsidiaries of the Company or by other
     Persons; and

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

     All Securities of any one series and the coupons appertaining to any Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered or Bearer Securities issued in global form, as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any such indenture supplemental hereto. All Securities of
any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions or supplemental
indentures, 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 Company Order for authentication and
delivery of such Securities.

     SECTION 302. Denominations. The Securities of each series shall be issuable
                  -------------
as Bearer Securities, as Registered Securities or in any combination thereof,
and in such denominations and amounts as are specified as contemplated by
Section 301. With respect to 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

                                       23
<PAGE>

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
denominations of $5,000.

     SECTION 303. Execution, Authentication, Delivery and Dating. The Securities
                  ----------------------------------------------
and any coupons shall be executed on behalf of the Company by its Chief
Executive Officer, its President or any Executive Vice President and shall be
attested by the Company's Secretary or one of its Assistant Secretaries.  The
signature of any of these officers on the Securities and any 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 and such
coupons.

     Any Securities or any 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 any 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, 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 shall authenticate by manual signature of an authorized officer of
the Trustee and deliver such Securities in accordance with the Company Order;
provided, however, that, in connection with its original issuance, no Bearer
--------  -------
Security shall be mailed or otherwise delivered to any location in the United
States; and provided, further, that, unless otherwise specified with respect to
            --------  -------
any series of Securities pursuant to Section 301, a Bearer Security may be
delivered in connection with its original issuance only if the Person entitled
to receive such Bearer Security has furnished a certificate to Euroclear or
CEDEL, as the case may be, in the form set forth in Exhibit A-1 to this
Indenture or such other certificate as may be specified with respect to any
series of Securities pursuant to Section 301, dated no earlier than 15 calendar
days prior to the earlier of the date on which such Bearer Security is delivered
and the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture.

     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 canceled. If all of the Securities of any series
are not to be issued at one time and if the Board Resolution or supplemental
indenture establishing such series so permits, 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 the
interest rate or formula, maturity date, date of issuance and date from which
interest shall accrue.

     In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities and any
coupons appertaining thereto, the Trustee shall be entitled to receive, and
(subject to Section 315(a) through 315(d) of the Trust Indenture Act) shall be
fully protected in relying on:

                                       24
<PAGE>

          (1)  an Opinion of Counsel complying with Section 102 and stating
     that:

               (A) the form or forms of such Securities and any coupons
          appertaining thereto have been, or will have been upon compliance with
          such procedures as may be specified therein, established in conformity
          with the provisions of this Indenture;

               (B) the terms of such Securities and any coupons appertaining
          thereto have been, or will have been upon compliance with such
          procedures as may be specified therein, established in conformity with
          the provisions of this Indenture; and

               (C) such Securities, together with any coupons appertaining
          thereto, when executed by the Company, completed pursuant to such
          procedures as may be specified therein 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 generally and to general equitable principles and to such other
          matters as may be specified therein; and

          (2)  a Company Certificate complying with Section 102 and stating that
     all conditions precedent provided for in this Indenture relating to the
     issuance of such Securities have been, or will have been upon compliance
     with such procedures as may be specified therein, complied with and that,
     to the best of the knowledge of the signers of such certificate, no Event
     of Default with respect to such Securities has occurred and is continuing.

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

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver a Company Order, an Opinion of Counsel or a
Company Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificate with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

     Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

                                       25
<PAGE>

     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 the 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 officer, and such certificate on 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 has been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company delivers such Security to the Trustee for cancellation as
provided in Section 309 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 or 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 a 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 or without coupons), and with such
     appropriate insertions, omissions, substitutions and other variations as
     the officers executing such Securities may determine, as conclusively
     evidenced by their execution of such Securities. In the case of Securities
     of any series, such temporary Securities may be in global form.

          Except in the case of temporary 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 shall cause definitive Securities of such series to
     be prepared without unreasonable delay. After the preparation of definitive
     Securities of such series, the temporary Securities of such series shall be
     exchangeable for definitive Securities of such series upon surrender of the
     temporary Securities of such series at the office or agency of the Company
     in a Place of Payment for such series, without charge to the Holder. Upon
     surrender for cancellation of any one or more temporary Securities of any
     series, together with 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, 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 or coupons appertaining thereto of any
     series shall in all respects be entitled to the same benefits under this
     Indenture as definitive Securities or coupons

                                       26
<PAGE>

     appertaining thereto of such series in lieu of which such temporary
     Securities have been issued.

          (b) Unless otherwise provided as contemplated in Section 301, this
     Section 304(b) shall govern the exchange of temporary Securities issued in
     global form other than through the facilities of DTC. If any such temporary
     Security is issued in global form, then such temporary global Security
     shall, unless otherwise provided therein, be delivered to the London office
     of a depositary or common depositary (the "Common Depositary"), for the
                                                -----------------
     benefit of Euroclear and CEDEL.

          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 an 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, 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 the name of Euroclear or CEDEL, as the
     case may be, in exchange for each portion of such temporary global
     Security, an equal aggregate principal amount of definitive Securities of
     or within 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 Common Depositary;
     provided, however, that, unless otherwise specified in such temporary
     --------  -------
     global Security, upon such presentation by the Common Depositary, such
     temporary global Security shall be accompanied by a certificate dated the
     Exchange Date or a subsequent date and signed by Euroclear as to the
     portion of such temporary global Security held for its account then to be
     exchanged and a certificate dated the Exchange Date or a subsequent date
     and signed by CEDEL as to the portion of such temporary global Security
     held for its account then to be exchanged, each in the form set forth in
     Exhibit 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 account
     holder instructs Euroclear or CEDEL, as the case may be, to request such
     exchange on his behalf and delivers to Euroclear or CEDEL, as the case may
     be, a certificate in the form set forth in Exhibit A-1 to this Indenture
     (or in such other form as may be established pursuant to Section 301),
     dated no earlier than 15 calendar days prior to the

                                       27
<PAGE>

     Exchange Date, copies of which certificate shall be available from the
     offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent
     appointed for such series of Securities and each Paying Agent. Unless
     otherwise specified in such temporary global Security, any such exchange
     shall be made free of charge to the beneficial owners of such temporary
     global Security, except that a Person receiving definitive Securities must
     bear the cost of insurance, postage, transportation and the like unless
     such Person takes delivery of such definitive Securities in person at the
     offices of Euroclear or CEDEL. Definitive Securities in bearer form to be
     delivered in exchange for any portion of a temporary global Security shall
     be delivered only outside the United States.

          Until exchanged in full as hereinabove provided, the temporary
     Securities of any series shall in all respects be entitled to the same
     benefits under this Indenture as definitive Securities of the same series
     and of like tenor authenticated and delivered hereunder, except that,
     unless otherwise specified as contemplated by Section 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 CEDEL on such Interest Payment Date upon delivery
     by Euroclear and CEDEL to the Trustee of a certificate or certificates in
     the form set forth in Exhibit 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
     CEDEL, as the case may be, a certificate dated no earlier than 15 calendar
     days prior to the Interest Payment Date occurring prior to such Exchange
     Date in the form set forth in 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 interest owing with respect
     to a beneficial interest in a temporary global Security will be made unless
     and until such interest in such temporary global Security has been
     exchanged for an interest in a definitive Security. Any interest so
     received by Euroclear and CEDEL and not paid as herein provided shall be
     returned to the Trustee prior to the expiration of two years after such
     Interest Payment Date in order to be repaid to the 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, subject to such
                                 -----------------
reasonable

                                       28
<PAGE>

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. In the event that the Trustee ceases
to be Security Registrar, it shall have the right at any time, upon reasonable
notice, to examine the Security Register and to make such inquiries of the
Security Registrar as the Trustee shall in its discretion deem necessary or
desirable in performing its duties hereunder.

     Subject to the provisions of this Section 305, 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 such 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 denomination or denominations and of a
like aggregate principal amount, being a number not contemporaneously
outstanding, and containing identical terms and provisions.

     Subject to the provisions of this Section 305, at the option of the Holder,
Registered Securities of any series may be exchanged for other Registered
Securities of the same series, of any authorized denomination or denominations
and of a like aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so
surrendered for exchange, the 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 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 and all
matured coupons in default appertaining thereto. 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 Bearer Security surrenders to any Paying Agent any such missing
coupon in respect of which such a payment has been made, such Holder shall be
entitled to receive the amount of payment; provided, however, that, except as
                                           --------  -------
otherwise provided in Section 1002, interest represented by a coupon shall be
payable only upon presentation and surrender of such coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor

                                       29
<PAGE>

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 the depositary for any permanent global
Security is DTC, then, unless the terms of such global Security expressly permit
such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security selected and approved by the Company or to a nominee of
such successor to DTC. If at any time DTC notifies the Company that it is
unwilling or unable to continue as depositary for the applicable global Security
or Securities or if at any time DTC ceases to be a clearing agency registered
under the Exchange Act if so required by applicable law or regulation, the
Company shall appoint a successor depositary with respect to such global
Security or Securities. If (i) a successor depositary for such global Security
or Securities is not appointed by the Company within 90 calendar days after the
Company receives such notice or becomes aware of such unwillingness, inability
or ineligibility, (ii) an Event of Default has occurred and is continuing and
the beneficial owners representing a majority in principal amount of the
applicable series of Securities represented by such global Security or
Securities advise DTC to cease acting as depositary for such global Security or
Securities or (iii) the Company, in its sole discretion, determines at any time
that all Outstanding Securities (but not less than all) Securities of any series
issued or issuable in the form of one or more global Securities shall no longer
be represented by such global Security or Securities (provided, however, that
                                                      --------  -------
the Company may not make such determination during the 40-day restricted period
provided by Regulation S under the Securities Act or during any other similar
period during which the Securities must be held in global form as may be
required by the Securities Act), then, upon surrender of the global Security or
Securities appropriately endorsed, the Company shall execute, and the Trustee
shall authenticate and deliver definitive Securities of like series, rank, tenor
and terms in definitive form in an aggregate principal amount equal to the
principal amount of such global Security or Securities. If any beneficial owner
of an interest in a permanent global Security is otherwise entitled to exchange
such interest for Securities of such series and of like tenor and principal
amount of another authorized form and denomination, as specified as contemplated
by Section 301 and provided that any applicable notice provided in the permanent
global Security has been given, then without unnecessary delay but in any event
not earlier than the earliest date on which such interest may be so exchanged,
upon surrender of the global Security or Securities appropriately endorsed, the
Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities in

                                       30
<PAGE>

aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent global Security. On or after the earliest
date on which such interests may be so exchanged, such permanent global Security
shall be surrendered for exchange by DTC or such other depositary as is
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose; provided, however, that no such exchanges may
                                  --------  -------
occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for redemption; and provided, further, that no Bearer Security delivered in
                    --------  -------
exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date or (ii) any Special Record Date
and 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 the valid obligations of the Company evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

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

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

     Any holder of a global Security shall, by acceptance of such global
Security, agree that transfers of beneficial interests in such global Security
may be effected through a book entry system maintained by the holder of such
global Security (or its agent) and the ownership of a beneficial interest in the
Securities shall be reflected in a book entry.

     The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be
among those selected for redemption, pursuant to Sections 1103 and 1104 hereof,
during a period beginning at the opening of business 15 days before the
selection of the Securities to be redeemed and ending at the close of business
on (A)

                                       31
<PAGE>

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 day of 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 such series and like tenor, provided that such Registered Security
                                        --------
is simultaneously surrendered for redemption, or (iv) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment at
the option of the Holder, except the portion, if any, of such Security not to be
so repaid.

     SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any
                  ------------------------------------------------
mutilated Security or a Security with a mutilated coupon appertaining thereto 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 of their agents 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 is delivered to the Company and 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 of their agents 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 execute, and upon Company Request 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 destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, however, that payment of principal of (and premium, if any,
        --------  -------
on) and interest and Additional Amounts, if any, on any 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.

                                       32
<PAGE>

     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 which 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 and any coupons appertaining thereto
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 any coupons appertaining thereto or the destroyed, lost or stolen coupon are
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
such series and any coupons appertaining thereto 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. Except as
                  ----------------------------------------------
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however, that each
                                           --------  -------
installment of interest on any 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 308, to the address of
such Person as it appears on the Security Register or (ii) transfer to an
account maintained by the payee located inside the United States.

     Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

     Unless otherwise provided as contemplated by Section 301, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the case may be,
with respect to that portion of such permanent global Security held for its
account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

     In case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the

                                       33
<PAGE>

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 which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date ("Defaulted Interest") shall
                                             ------------------
forthwith cease to be payable to the registered Holder thereof upon the relevant
Regular Record Date by virtue of having been such Holder, and, except as
hereinafter provided, such Defaulted Interest, and any interest payable on such
Defaulted Interest, may be paid by the Company, at its election, as provided in
paragraph (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest,
     and any interest payable on such 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,
     and at the same time the Company shall deposit with the Trustee an amount
     of money in the currency or currencies, currency unit or units or composite
     currency or currencies in which the Securities of such series are payable
     (except as otherwise specified pursuant to Section 301 for the Securities
     of such series) equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements satisfactory
     to the Trustee for such deposit on or prior to the date of the proposed
     payment, such money when deposited to be held in trust for the benefit of
     the Persons entitled to such Defaulted Interest as provided in this
     paragraph. Thereupon, the Trustee shall fix a Special Record Date for the
     payment of such Defaulted Interest which shall be not more than 15 calendar
     days and not less than 10 calendar days prior to the date of the proposed
     payment and not less than 10 calendar 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
     such Holder's address as it appears in the Security Register not less than
     10 calendar days prior to such Special Record Date. The Trustee may, in its
     discretion, in the name and at the expense of the Company cause a similar
     notice to be published at least once in an Authorized Newspaper in each
     place of payment, but such publications shall not be a condition precedent
     to the establishment of such Special Record Date. Notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor
     having been mailed as aforesaid, such Defaulted Interest shall be paid to
     the Persons in whose names the Registered Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to paragraph (2) below. In case a Bearer Security of any series is
     surrendered at the office or

                                       34
<PAGE>

     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, and any
     interest payable on such 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 on 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 paragraph, such manner of payment is deemed practicable by the
     Trustee.

     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.

     SECTION 308. 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 owner of such Security for the purpose
of receiving payment of principal of (and premium, if any, on) and (subject to
Sections 305 and 307) interest and Additional Amounts, 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.

     Title to any Bearer Security and any coupons shall pass by delivery. The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder of any Bearer Security and the Holder of any coupon as the absolute owner
of such Security or coupon for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not such
Security or coupon be overdue, and neither the 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 shall 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 Security, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect

                                       35
<PAGE>

to any written certification, proxy or other authorization furnished by any
depositary, as a Holder, with respect to such global Security or impair, as
between such depositary and owners of beneficial interests in such global
Security, the operation of customary practices governing the exercise of the
rights of such depositary (or its nominee) as Holder of such global Security.

     SECTION 309. 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 be
surrendered directly to the Trustee and any Securities and coupons surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and 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 canceled by the Trustee. If
the Company so acquires 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 canceled as provided in this Section, except as expressly
permitted by this Indenture. Canceled 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 the Company delivers a Company Order
which directs their return to it.

     SECTION 310. Computation of Interest. Except as otherwise specified as
                  -----------------------
contemplated by Section 301 with respect to Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

     SECTION 311. CUSIP Numbers.  The Company in issuing the Securities may use
                  -------------
"CUSIP" and "ISIN" numbers for each series of Securities, and, if so, the
Trustee shall use the relevant "CUSIP" and "ISIN" numbers in any notices as a
convenience to Holders; provided that any such notice may state that no
                        --------
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice and that reliance may be placed
only on the other identification numbers printed on the Securities, and any
matter referred to in such notice shall not be affected by any defect in or
omission of such numbers.  The Company will promptly notify the Trustee of any
change in the "CUSIP" or "ISIN" numbers used.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

     SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall
                  ---------------------------------------
upon Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to any surviving rights
of registration of transfer or exchange of Securities of such series herein
expressly provided for and any right to receive Additional Amounts, as provided
in Section 1009), and the Trustee, upon receipt of a Company Order and at the
expense

                                       36
<PAGE>

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 any coupons 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 of such series and coupons appertaining thereto
          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 of such series and coupons
          appertaining thereto for whose payment money has theretofore been
          deposited in trust or segregated and held in trust by the Company and
          thereafter repaid to the Company or discharged from such trust, as
          provided in Section 1003) have been delivered to the Trustee for
          cancellation; or

               (B) all Securities of such series and, in the case of clauses (i)
          and (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

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

          and the Company, in the case of clause (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be deposited with the Trustee funds
          in trust for the purpose, in the currency or currencies, currency unit
          or units or composite currency or currencies in which the Securities
          of such series are payable, and in an amount sufficient to pay and
          discharge the entire indebtedness on such Securities and such coupons
          not theretofore delivered to the Trustee for cancellation, for the
          principal (and premium, if any) and interest and Additional Amounts,
          if any, to the date of such deposit (in the case of Securities which
          have become due and payable) or the Stated Maturity or Redemption
          Date, as the case may be, together with irrevocable instructions from
          the Company in form and substance satisfactory to the Trustee
          directing the Trustee to apply such funds to the payment thereof;

                                       37
<PAGE>

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

          (3) The Company has delivered to the Trustee a Company 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 611 and, if money has been deposited with and held by the Trustee
pursuant to subparagraph (B) of paragraph (1) of this Section, the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003, shall
survive.

     SECTION 402. Application of Trust 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 and Additional Amounts, if
any, for the payment of which such money has been deposited with or received by
the Trustee, but such money need not be segregated from other funds except to
the extent required by law.

                                  ARTICLE FIVE
                                    REMEDIES

     SECTION 501. Events of Default. Subject to any modifications, additions or
                  -----------------
deletions relating to any series of Securities as contemplated pursuant to
Section 301, "Event of Default," whenever used herein with respect to any
              ----------------
particular series of Securities, means any one of the following events (whatever
the reason for such Event of Default and whether or not it is voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or
governmental body):

          (1) default in the payment of any interest on or any Additional
     Amounts payable in respect of any Security of or within such series or of
     any coupon appertaining thereto, when such interest, Additional Amounts or
     coupon becomes due and payable, and continuance of such default for a
     period of 30 calendar days; or

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of such series when the same becomes due and payable
     whether upon its Maturity, declaration of acceleration, optional
     redemption, required repurchase or otherwise, or the failure to make an
     offer to purchase any Security of such series with respect to which a
     repurchase is required by the terms thereof; or

                                       38
<PAGE>

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

          (4) (i) default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture with respect to any Security of
     such series (other than a covenant or warranty a default in the performance
     of which or the breach of which is elsewhere specifically provided for in
     this Section), and continuance of such default or breach for a period of 60
     calendar 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 such 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 (ii) default in the performance, or breach, of any
     -------
     provision of Article Eight hereof; or

          (5) the entry by a court having jurisdiction in the premises of (i) a
     decree or order for relief in respect of the Company or any Restricted
     Subsidiary of the Company in an involuntary case or proceeding under United
     States bankruptcy laws, as now or hereafter constituted, or any other
     applicable Federal, state, or foreign bankruptcy, insolvency, or other
     similar law or (ii) a decree or order adjudging the Company or any
     Restricted Subsidiary of 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 or any
     Restricted Subsidiary of the Company under United States bankruptcy laws,
     as now or hereafter constituted, or any other applicable Federal, state or
     foreign bankruptcy, insolvency, or similar law, or appointing a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or other similar
     official of the Company or any Restricted Subsidiary of the Company or of
     any substantial part of the Property or assets of the Company or any
     Restricted Subsidiary of the Company, or ordering the winding-up or
     liquidation of the affairs of the Company or any Restricted Subsidiary of
     the Company, and the continuance of any such decree or order for relief or
     any such other decree or order unstayed and in effect for a period of 60
     consecutive calendar days; or

          (6) (i) the commencement by the Company or any Restricted Subsidiary
     of the Company of a voluntary case or proceeding under United States
     bankruptcy laws, as now or hereafter constituted, or any other applicable
     Federal, state, or foreign bankruptcy, insolvency or other similar law or
     of any other case or proceeding to be adjudicated a bankrupt or insolvent;
     or (ii) the consent by the Company or any Restricted Subsidiary of the
     Company to the entry of a decree or order for relief in respect of the
     Company or any Restricted Subsidiary of the Company in an involuntary case
     or proceeding under United States bankruptcy laws, as now or hereafter
     constituted, or any other applicable Federal, state, or foreign bankruptcy,
     insolvency, or other similar law or to the commencement of any bankruptcy
     or insolvency case or proceeding against the Company or any Restricted
     Subsidiary of the Company; or (iii) the filing by the Company or any
     Restricted Subsidiary of the Company of a petition or answer or consent
     seeking reorganization or relief under United States bankruptcy laws, as
     now or hereafter constituted, or any other applicable

                                       39
<PAGE>

     Federal, state or foreign bankruptcy, insolvency or other similar law; or
     (iv) the consent by the Company or any Restricted Subsidiary of the Company
     to the filing of such petition or to the appointment of or taking
     possession by a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or similar official of the Company or any Restricted
     Subsidiary of the Company or of any substantial part of the Property or
     assets of the Company or any Restricted Subsidiary of the Company, or the
     making by the Company or any Restricted Subsidiary of the Company of an
     assignment for the benefit of creditors; or (v) the admission by the
     Company or any Restricted Subsidiary of the Company in writing of its
     inability to pay its debts generally as they become due; or (vi) the taking
     of corporate action by the Company or any Restricted Subsidiary of the
     Company in furtherance of any such action.

     SECTION 502. Acceleration of Maturity; Rescission and Annulment. (1) If an
                  --------------------------------------------------
Event of Default (other than an Event of Default set forth in Section 501(5) or
(6)) with respect to Securities of any series at the time Outstanding occurs and
is continuing, then and in every such case, unless the principal amount of all
of the Outstanding Securities of such series already has become due and payable,
the Trustee may, and at the direction of the Holders of not less than 25% in
principal amount of the Outstanding Securities of such series shall, declare the
principal amount (or, if any Securities are Original Issue Discount Securities
or Indexed Securities, such portion of the principal amount as may be specified
in the terms thereof) of all the Securities of such series and any accrued and
unpaid interest thereon to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if such notice is given by not less
than 25% of the Holders), and upon any such declaration such principal or
specified portion thereof and any accrued and unpaid interest thereon shall
become immediately due and payable. If an Event of Default set forth in Section
501(5) or (6) occurs with respect to the Securities of any series, then in each
such case, the principal amount of all the Securities of such series and any
accrued and unpaid interest thereon shall ipso facto be due and payable
immediately, without any declaration or other act on the part of the Trustee or
any Holder of any Securities of such series.

     (2) 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
provided in this Article, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

          (A) The Company has paid or deposited with the Trustee a sum
     sufficient to pay, in the currency, currency unit or composite currency in
     which the Securities of such series are payable (except as otherwise
     specified pursuant to Section 301 for the Securities of such series):

               (i) all overdue installments of interest on and any Additional
          Amounts payable in respect of all Outstanding Securities of such
          series and any coupons appertaining thereto;

                                       40
<PAGE>

               (ii) the principal of (and premium, if any, on) any Outstanding
          Securities of such series which have become due otherwise than by such
          declaration of acceleration and interest thereon at the rate or rates
          borne by or provided for in such Securities;

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

               (iv) all moneys paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel and all other amounts due to the
          Trustee pursuant to Section 606 hereof; and

          (B) all Events of Default with respect to Securities of such series,
     other than the nonpayment of the principal of Securities of such 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
resulting therefrom.

     SECTION 503. Collection of Indebtedness and Suits for Enforcement by
                  -------------------------------------------------------
Trustee. The Company covenants that if an Event of Default specified in Section
-------
501(1) or 501(2) hereof occurs then the Company shall, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of the Securities of
such series and any such coupons, the whole amount then due and payable on such
Securities and any such coupons for principal (and premium, if any) and interest
and Additional Amounts, if any, with interest on any overdue principal (and
premium, if any) and, to the extent that payment of such interest is legally
enforceable, on any overdue installments of interest or Additional Amounts, if
any, at the rate or rates borne by or provided for in such Securities, and, in
addition thereto, such further amount as is sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee pursuant to Section 606 hereof.

     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 on the 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 on the 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
coupons appertaining thereto by such appropriate judicial proceedings as the
Trustee deems most effectual to protect and enforce any such rights, whether for

                                       41
<PAGE>

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 on the Securities of such 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 is then
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee has made any demand on the Company for the
payment of overdue principal, premium, if any, or interest or Additional
Amounts, if any) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

          (1) to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities of such series, of
     principal (and premium, if any) and interest and Additional Amounts, if
     any, owing and unpaid in respect of the Securities of such series and to
     file such other papers or documents and take such other action, including
     participating as a member of any official creditors committee appointed in
     the matter, as it may deem 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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and any coupons appertaining thereto to
make such payments to the Trustee, and in the event that the Trustee consents to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee and any predecessor Trustee, their agents and counsel,
and any other amounts due to the Trustee or any predecessor Trustee under
Section 606.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder 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 any coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or coupons or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of

                                       42
<PAGE>

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 or Additional
Amounts, if any, on presentation of the Securities or coupons, or both, as the
case may be, and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST:  to the payment of all amounts due the Trustee and any
     predecessor Trustee under Section 606;

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

          THIRD:  to the payment of the remainder, if any, to the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 506.  At least 15 calendar days before such
record date, the Company shall mail to each Holder and the Trustee a notice that
states such record date, the payment date and amount to be paid.  The Trustee
may mail such notice in the name and at the expense of the Company.

     SECTION 507. Limitation on Suits. No Holder of any Security of any series
                  -------------------
or any coupon appertaining thereto shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of such series 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 and, if requested, provided to
     the Trustee security or indemnity satisfactory to the Trustee in its
     reasonable discretion against the costs, expenses and liabilities to be
     incurred in compliance with such request;

                                       43
<PAGE>

          (4) the Trustee for 60 calendar 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 such series;

in any event, 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,
                  -------------------------------------------------------------
Interest and Additional Amounts. 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, on) and (subject to Sections 305 and 307) interest and Additional
Amounts, if any, on such Security or payment of such coupon on or after the
respective due dates expressed in such Security or coupon (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired or affected 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 on 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

                                       44
<PAGE>

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 (A) shall not be in conflict with any rule of law
     or with this Indenture or unduly prejudicial to the rights of other Holders
     of Securities of such series not joining therein and (B) would not subject
     the Trustee to personal liability, and;

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

     SECTION 513. Waiver of Past Defaults. The Holders of not less than a
                  -----------------------
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any coupons
appertaining thereto waive any past Default hereunder with respect to such
series and its consequences, except a Default:

          (1) in the payment of the principal of (or premium, if any, on) or
     interest or Additional Amounts, if any, on any Security of such series or
     any coupons appertaining thereto, or

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

     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 resulting therefrom.

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

                                       45
<PAGE>

     SECTION 515. Undertaking for Costs. All parties to this Indenture agree,
                  ---------------------
and each Holder of any Security by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of any undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any, on) or
interest or Additional Amounts, if any, on any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                                   ARTICLE SIX
                                   THE TRUSTEE

     SECTION 601. Notice of Defaults. Within 90 calendar days after the
                  ------------------
occurrence of any Default hereunder known to a Responsible Officer with respect
to the Securities of any series, the Trustee shall give to the Holders of the
Securities of such series, in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act, notice of such Default hereunder known to the
Trustee, unless such Default has been cured or waived; provided, however, that,
                                                       --------  -------
except in the case of a Default in the payment of the principal of (or premium,
if any, on) or interest or Additional Amounts, 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 determine that the withholding of such notice is in the interests of the
Holders of the Securities and coupons of such series; and provided, further,
                                                          --------  -------
that in the case of any Default or breach of the character specified in clause
(4) of Section 501 with respect to the Securities of such series and any coupons
appertaining thereto, no such notice to Holders shall be given until at least 60
calendar days after the occurrence thereof.

     SECTION 602. Certain Duties and Rights of Trustee. Subject to the
                  ------------------------------------
provisions of Section 315(a) through 315(d) of the Trust Indenture Act:

          (1) If an Event of Default has occurred and is continuing with respect
     to the Securities of any series, the Trustee shall, with respect to the
     Securities of such series, exercise the rights and powers vested in it by
     this Indenture and shall use the same degree of care and skill in their
     exercise as a prudent person would exercise or use under the circumstances
     in the conduct of such person's own affairs.

          (2) Except during the continuance of an Event of Default with respect
     to the Securities of any series of which a Responsible Officer has actual
     knowledge: (i) the Trustee undertakes to perform, with respect to the
     Securities of such series, such duties and only such

                                       46
<PAGE>

     duties as are specifically set forth in this Indenture and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; provided
                                                                       --------
     that in the case of any such certificates or opinions that by any provision
     of this Indenture, or pursuant to Section 314 of the Trust Indenture Act,
     are specifically required to be furnished to the Trustee, the Trustee shall
     examine such certificates and opinions to determine whether or not they
     conform to the requirements of this Indenture.

          (3) The Trustee may rely and shall be protected in acting or
     refraining from acting in reliance upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, coupon or other paper or document
     believed by it to be genuine and to have been signed or presented by the
     proper party or parties.  Except as provided in Section 602(2) hereof, the
     Trustee need not investigate any fact or matter stated in such document.

          (4) 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 shall be sufficiently evidenced by a
     Board Resolution.

          (5) Whenever, in the administration of this Indenture, the Trustee
     deems it desirable that a matter be proved or established prior to taking
     or omitting any action hereunder, the Trustee may require a Company
     Certificate or an Opinion of Counsel, and the Trustee shall not be liable
     for any action it takes or omits to take in good faith in reliance on any
     Company Certificate or Opinion of Counsel.

          (6) The Trustee may consult with counsel and the 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.

          (7) 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 coupons
     appertaining thereto pursuant to this Indenture, unless such Holders 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.

          (8) Except as otherwise provided in this Section 602, 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,

                                       47
<PAGE>

     debenture, note, coupon 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 determines to make such
     further inquiry or investigation, it shall be entitled to examine the
     books, records and premises of the Company, personally or by agent or
     attorney.

          (9)  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.

          (10) The Trustee shall not be liable for any action taken, suffered or
     omitted by it in good faith and reasonably believed by it to be authorized
     or within the discretion or rights or powers conferred on it by this
     Indenture; provided that the Trustee's conduct does not constitute willful
                --------
     misconduct or gross negligence.

          (11) The Trustee shall not be deemed to have knowledge of any event or
     fact upon the occurrence of which it may be required to take action
     hereunder unless either (i) a Responsible Officer of the Trustee has actual
     knowledge of the occurrence of such event or fact, or (ii) the Trustee
     shall have received notice thereof in accordance with Section 105 from the
     Company or any Holder of Securities.

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

          (13) The Trustee may not be relieved from liability for its own
     negligent action, its own negligent failure to act or its own willful
     misconduct; provided that:  (i) this paragraph shall not limit the effect
                 --------
     of paragraph (2) of this Section 602; (ii) the Trustee shall not be liable
     for any error of judgment made in good faith by a Responsible Officer
     unless it is proved that the Trustee was negligent in ascertaining the
     pertinent facts; and (iii) the Trustee shall not be liable with respect to
     any action it takes or omits to take in good faith in accordance with a
     direction received by it pursuant to Section 512.

          (14) Every provision of this Indenture relating to the conduct or
     affecting the liability of or affording protection to the Trustee shall be
     subject to the provisions of this Article Six and to the provisions of the
     Trust Indenture Act.

     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 any coupons, except that the

                                       48
<PAGE>

Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the 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 Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent, provided that the Trustee must in any
                                          --------
event comply with Section 607 hereof.

     SECTION 605. Money Held in Trust; Trustee Permitted Investments. 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, or investment of, any money received by it hereunder except as
otherwise agreed with and for the sole benefit of the Company.

     Pending their use under this Indenture, moneys held by the Trustee
hereunder may be invested in Trustee Permitted Investments maturing or
redeemable at the option of the holder at or before the time when such moneys
are expected to be needed by the Trustee and shall be so invested pursuant to a
Company Order if no Event of Default known to the Trustee then exists under this
Indenture and otherwise at the discretion of the Trustee. Any investment
pursuant to this Section 605 shall be held by the Trustee as a part of the
moneys held by the Trustee hereunder, as applicable, and shall be sold or
redeemed to the extent necessary to make payments or transfers or anticipated
payments from such moneys.

     The Trustee shall be entitled to rely on all written investment
instructions provided by the Company hereunder, and shall have no duty to
monitor the compliance thereof with the restrictions set forth herein. The
Trustee shall have no responsibility or liability for any depreciation in the
value of any investment or for any loss, direct or indirect, resulting from any
investment made in accordance with a Company Order. The Trustee shall be without
liability to the Company or any Holder or any other person in the event that any
investment made in accordance with a Company Order shall cause any person to
incur any liability or rebates or other monies payable pursuant to the Internal
Revenue Code of 1986, as amended.

     Any interest realized on investments and any profit realized upon the sale
or other disposition thereof shall be credited to moneys held by the Trustee
hereunder and any loss shall be charged thereto.

     SECTION 606. Compensation and Reimbursement. The Company agrees:
                  ------------------------------

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

                                       49
<PAGE>

          (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 it in
     connection with its administration of the trust hereunder (including the
     reasonable compensation and the expenses and disbursements of its agents
     and counsel), except to the extent any such expense, disbursement or
     advance may be attributable to its willful misconduct, negligence or bad
     faith; and

          (3) to indemnify each of the Trustee and any predecessor Trustee for,
     and to hold it harmless against, any loss, liability or expense, arising
     out of or in connection with the acceptance or administration of the trust
     or trusts or the performance of its duties hereunder, including the costs
     and expenses of defending itself against any claim or liability in
     connection with the exercise or performance of any of its powers or duties
     hereunder except to the extent any such loss, liability or expense may be
     attributable to its own willful misconduct, negligence or bad faith.

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities on 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, on) or interest or
Additional Amounts, if any, on particular Securities or any coupons.

     The Company's payment obligations pursuant to this Section 606 shall
survive the resignation or removal of the Trustee and discharge of this
Indenture.  Subject to any other rights available to the Trustee under
applicable bankruptcy law, when the Trustee incurs expenses after the occurrence
of a Default specified in Section 501(5) or Section 501(6) hereof, the expenses
are intended to constitute expenses of administration under bankruptcy law.

     SECTION 607. Trustee Eligibility; Conflicting Interests. There shall at all
                  ------------------------------------------
times be a Trustee hereunder which is eligible to act as Trustee under Section
310(a)(1) of the Trust Indenture Act and has a combined capital and surplus of
at least $25,000,000. If such Trustee publishes reports of condition at least
annually, pursuant to law or the requirements of Federal, State, Territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Trustee shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. No obligor on the Securities or Affiliate of
any such obligor shall serve as Trustee on such Securities. If at any time the
Trustee ceases 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.

     If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.  Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the penultimate paragraph of
Section 310(b) of the Trust Indenture Act.

                                       50
<PAGE>

     SECTION 608. Resignation and Removal; Appointment of Successor.
                  -------------------------------------------------

          (a) No resignation or removal of the Trustee and no appointment of a
     successor Trustee pursuant to this Article shall become effective until the
     acceptance of appointment by the successor Trustee in accordance with the
     applicable requirements of Section 609.

          (b) The Trustee may resign at any time with respect to the Securities
     of one or more series by giving written notice thereof to the Company. If
     an instrument of acceptance by a successor Trustee has not been delivered
     to the Trustee within 30 calendar days after the giving of such notice of
     resignation, the resigning Trustee may petition any court of competent
     jurisdiction for the appointment of a successor Trustee.

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

          (d) If at any time:

               (1) the Trustee fails to comply with the provisions of Section
          310(b) of the Trust Indenture Act after written request therefor by
          the Company or any Holder of a Security who has been a bona fide
          Holder of a Security for at least six months, unless the Trustee's
          duty to resign is stayed in accordance with the provisions of Section
          310(b) of the Trust Indenture Act, or

               (2) the Trustee ceases to be eligible under Section 607 and fails
          to resign after written request therefor by the Company or 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 a decree or
          order for relief by a court having jurisdiction in the premises shall
          have been entered in respect of the Trustee in an involuntary case
          under the United States bankruptcy laws, as now or hereafter
          constituted, or any other applicable Federal or state bankruptcy,
          insolvency or similar law; or a decree or order by a court having
          jurisdiction in the premises shall have been entered for the
          appointment of a receiver, custodian, liquidator, assignee, trustee,
          sequestrator (or other similar official) of the Trustee or of its
          Property and assets or affairs, or any public officer shall take
          charge or control of the Trustee or of its Property and assets or
          affairs for the purpose of rehabilitation, conservation, winding up or
          liquidation, or

               (4) the Trustee shall commence a voluntary case under the United
          States bankruptcy laws, as now or hereafter constituted, or any other
          applicable Federal or state bankruptcy, insolvency or similar law or
          shall consent to the appointment of or taking possession by a
          receiver, custodian, liquidator, assignee, trustee, sequestrator (or
          other similar official) of the Trustee or its Property and assets or
          affairs, or shall

                                       51
<PAGE>

          make an assignment for the benefit of creditors, or shall admit in
          writing its inability to pay its debts generally as they become due,
          or shall take corporate action in furtherance of any such action,

     then, in any such case, (i) the Company, by or pursuant to a Board
     Resolution, may remove the Trustee and appoint a successor Trustee with
     respect to all Securities, or (ii) subject to Section 315(e) of the Trust
     Indenture Act, any Holder of a Security who has been a bona fide Holder of
     a Security for at least six months may, on behalf of such Holder and all
     others similarly situated, petition any court of competent jurisdiction for
     the removal of the Trustee with respect to all Securities and the
     appointment of a successor Trustee or Trustees.

          (e) If the Trustee resigns, is removed or becomes incapable of acting,
     or if a vacancy occurs 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, shall promptly appoint a successor Trustee or Trustees
     with respect to the Securities of such 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 is 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 has 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 such Holder and all others similarly situated,
     petition any court of competent jurisdiction for the appointment of a
     successor Trustee with respect to Securities of such series.

          (f) The 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 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 609. Acceptance of Appointment by Successor.
                  --------------------------------------

          (a) In case of the appointment hereunder of a successor Trustee with
     respect to all Securities, every such successor Trustee shall execute,
     acknowledge and deliver to the Company and the retiring Trustee an
     instrument accepting such appointment, and, thereupon, the resignation or
     removal of the retiring Trustee shall become effective and such successor

                                       52
<PAGE>

     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, pursuant to Article Nine, wherein each successor
     Trustee shall accept such appointment and which (i) shall contain such
     provisions as are 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 such series to
     which the appointment of such successor Trustee relates, (ii) if the
     retiring Trustee is not retiring with respect to all Securities, shall
     contain such provisions as are necessary or desirable to confirm that all
     the rights, powers, trusts and duties of the retiring Trustee with respect
     to the Securities of such series as to which the retiring Trustee is not
     retiring shall continue to be vested in the retiring Trustee and (iii)
     shall add to or change any of the provisions of this Indenture as are
     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 such
     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 such series to which the appointment of such successor
     Trustee relates.

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

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

                                       53
<PAGE>

     SECTION 610. Merger, Conversion, Consolidation or Succession to Business.
                  -----------------------------------------------------------
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that 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 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 have not been
authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in either its own name or
that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.

     SECTION 611. Appointment of Authenticating Agent. At any time when any of
                  -----------------------------------
the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents, reasonably acceptable to 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 exchange,
registration of transfer or partial redemption or repayment thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company. Whenever 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
reasonably 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 $25,000,000 and subject to supervision or
examination by Federal or State or District of Columbia authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent ceases 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

                                       54
<PAGE>

consolidation to which such Authenticating Agent is 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 is 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 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 the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent ceases 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 give notice of such
appointment to all Holders of Securities of or within 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 including reimbursement of its reasonable expenses for
its services under this Section.

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

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

Date:                               UNITED STATES TRUST COMPANY
                                         OF NEW YORK,
                                    as Trustee


                                    By:________________________________,
                                    as Authenticating Agent




                                    By:_________________________________
                                             Authorized Officer

                                       55
<PAGE>

                                  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 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 Section 312 of the
Trust Indenture Act, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 312(b) of the Trust
Indenture Act.

     SECTION 702. Reports by Trustee.  Within 60 calendar days after January 1
                  ------------------
of each year commencing with the first January 1 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in Section 313(c) of the Trust Indenture Act a
brief report dated as of such January 1 if required by Section 313(a) of the
Trust Indenture Act.  A copy of each such report shall, at the time of its
transmission to Holders, be filed by the Trustee with each stock exchange, if
any, upon which the Securities of any series are then listed, with the
Commission and also with the Company.  The Company shall promptly notify the
Trustee of any stock exchange upon which the Securities of any series are
listed. The Trustee shall comply with Sections 313(b) and 313(c) of the Trust
Indenture Act.

     SECTION 703. Reports by Company. The Company shall file with the Trustee
                  ------------------
within 15 days after it files them with the Commission, copies of the annual and
quarterly reports and the information, documents, and other reports that the
Company is required to file with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act ("SEC Reports").  In the event the Company shall cease
to be required to file SEC Reports pursuant to the Exchange Act, the Company
shall nevertheless continue to file such reports with the Commission (unless the
Commission shall not accept such a filing) and in any event with the Trustee.
The Company shall furnish copies of the SEC Reports to the Holders of Securities
at the time the Company is required to file the same with the Trustee and will
make such information available to investors who request it in writing.

     SECTION 704. Company to Furnish Trustee Names and Addresses of Holders.
                  ---------------------------------------------------------
The Company shall furnish or cause to be furnished to the Trustee:

          (a) semi-annually, not less than 10 calendar days prior to each
     Interest Payment Date for each series of Securities, a list, in such form
     as the Trustee may reasonably require, of the names and addresses of the
     Holders of Registered Securities of such series as of the Regular Record
     Date immediately preceding such Interest Payment Date or if there is no
     Regular Record Date for interest for such series of Securities, semi-
     annually, on such dates as are set forth in the Board Resolution or
     indenture supplemental hereto authorizing such series, and

                                       56
<PAGE>

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

provided, however, that, so long as the Trustee is the Security Registrar, no
--------  -------
such list shall be required to be furnished.

     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 paragraph (a) of this Section 704
and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar, if so acting.  The Trustee may destroy any list furnished
to it as provided in paragraph (a) of this Section 704 upon receipt of a new
list so furnished.

                                  ARTICLE EIGHT
                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

     SECTION 801. Consolidations and Mergers of Company and Sales, Leases and
                  -----------------------------------------------------------
Conveyances. Except as otherwise provided with respect to any series of
-----------
Securities, the Company may consolidate or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions to, another Person,
provided that in any such case (i) either the Company shall be the continuing
corporation or the surviving Person or the Person formed by or surviving such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized and validly existing under the laws of the
United States, any state thereof or the District of Columbia; (ii) such
surviving Person assumes all the obligations, including the due and punctual
payment of the principal of (and premium, if any, on) and interest and
Additional Amounts, if any, on all Securities, according to their tenor, and the
due and punctual performance and observance of all covenants and conditions, of
the Company under the Securities and the Indenture pursuant to a supplemental
Indenture in form reasonably satisfactory to the Trustee; and (iii) immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of the transaction, no Event of Default and no event which, after notice or
the lapse of time or both, would become an Event of Default shall have occurred
and be continuing.

     SECTION 802. Rights and Duties of Successor Entity. In case of any such
                  -------------------------------------
consolidation, merger, sale, lease or conveyance and upon any such assumption by
the successor entity, such successor entity shall succeed to and be substituted
for the Company, with the same effect as if it had been named herein as the
party of the first part, and the predecessor entity, shall be relieved of any
further obligation under this Indenture and the Securities, except for the
obligation to pay the principal of (and premium, if any) and interest and
Additional Amounts, if any.  Such successor entity thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all of the Securities issuable hereunder which theretofore have not been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor entity, instead of

                                       57
<PAGE>

the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously have been signed and delivered by the officers of
the Company to the Trustee for authentication, and any Securities which such
successor entity thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

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

     SECTION 803. Company Certificate and Opinion of Counsel. Any consolidation,
                  ------------------------------------------
merger, sale, lease or conveyance permitted under Section 801 is also subject to
the condition that the Trustee receive a Company Certificate and an Opinion of
Counsel to the effect that any such consolidation, merger, sale, lease or
conveyance, and any supplemental indenture in respect thereto, and the
assumption by any successor entity, complies with the provisions of this Article
and that all conditions precedent herein provided for relating to such
transaction have been complied with.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

     SECTION 901. Supplemental Indentures Without Consent of Holders.  Without
                  --------------------------------------------------
notice to or 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 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
     contained herein and in the Securities; or

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

                                       58
<PAGE>

     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 such 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 the principal of (or
     premium, if any, on) or interest or Additional Amounts, if any, 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 coupons appertaining thereto in any
     material respect; or

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

          (6) to secure the Securities; or

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

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as are 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
     hereof which may be defective or inconsistent with any other provision
     hereof, or to make any other provisions with respect to matters or
     questions arising under this Indenture which shall not be inconsistent with
     the provisions of this Indenture or to make any other changes, provided
                                                                    --------
     that, in each case, such provisions shall not adversely affect the
     interests of the Holders of Securities of any series or any coupons
     appertaining thereto in any material respect; or

          (10) to supplement any of the provisions of this Indenture to such
     extent as are necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Sections 401, 1402 and
     1403; provided that, in each case, any such action shall not adversely
           --------
     affect the interests of the Holders of Securities of such series and any
     coupons appertaining thereto or any other series of Securities in any
     material respect; or

                                       59
<PAGE>

          (11) to make any change that does not adversely affect the legal
     rights under this Indenture of any Holder of Securities of any series; or

          (12) to add a guarantor of the Securities of any series; or

          (13) to comply with the requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the Trust
     Indenture Act.

     SECTION 902. Supplemental Indentures with Consent of Holders. With the
                  -----------------------------------------------
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of such
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 or of modifying in any manner the rights of the Holders of
Securities and coupons under this Indenture; provided, however, that no such
                                             --------  -------
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

          (1) change the Stated Maturity of the principal of (or premium, if
     any, on) or any installment of principal of or interest on, any Security;
     or reduce the principal amount thereof or the rate or amount of interest
     thereon or any Additional Amounts payable in respect thereof, or any
     premium payable upon the redemption thereof, or change any obligation of
     the Company to pay Additional Amounts pursuant to Section 1009 (except as
     contemplated by clause (1) of Section 801 and permitted by clause (1) of
     Section 901), or reduce the amount of the principal of an Original Issue
     Discount Security which would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 502 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 or currencies, currency
     unit or units or composite currency or currencies in which, the principal
     of any Security or any premium or any Additional Amounts payable in respect
     thereof or the interest thereon is payable; or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption or repayment at the
     option of the Holder, on or after the Redemption Date or the Repayment
     Date, as the case may be); or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of the Holders of which is required
     for any such supplemental indenture, or the consent of the Holders of which
     is required for any waiver with respect to such series (or compliance with
     certain provisions of this Indenture or certain defaults hereunder and
     their consequences) provided for in this Indenture, or reduce the
     requirements of Section 1504 for quorum or voting; or

          (3) modify any of the provisions of this Section, Section 513 or
     Section 1010, except to increase the required percentage to effect such
     action or to provide that certain

                                       60
<PAGE>

     other provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Security affected thereby; or

          (4) release any guarantors from their guarantees of the Securities,
     or, except as contemplated in any supplemental indenture, make any change
     in a guarantee of a Security that would adversely affect the interests of
     the Holders, or

          (5) modify the ranking or priority of the Securities.

     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 approves the substance thereof.

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

     SECTION 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 (subject to Section 602 hereof) be entitled to
receive, and shall be fully protected in relying on, a Company Certificate and
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 amendment or
                  -----------------------------------
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 so determines, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such

                                       61
<PAGE>

supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

     SECTION 907. Notice of Supplemental Indentures. Promptly after the
                  ---------------------------------
execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Company shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in
Section 106.

     SECTION 908. Revocation and Effect of Consents and Waivers.  A consent to
                  ---------------------------------------------
an amendment, supplement or a waiver by a Holder of a Security affected shall
bind the Holder and every subsequent Holder of such Security or portion of such
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent or waiver is not made on such Security; provided that
                                                                   --------
any such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder's Security or portion of such Security if the Trustee receives the notice
of revocation at least one day prior to the date the amendment, supplement or
waiver becomes effective.  After an amendment, supplement or waiver becomes
effective pursuant to this Article Nine, it shall bind every Holder of such
Security.

                                   ARTICLE TEN
                                    COVENANTS

     SECTION 1001. Payment of Principal, Premium, Interest and Additional
                   ------------------------------------------------------
Amounts. The Company covenants and agrees for the benefit of the Holders of each
-------
series of Securities that it shall duly and punctually pay on the applicable
date of payment the principal of (and premium, if any, on) and interest and
Additional Amounts, if any, on the Securities of such series in accordance with
the terms of such series of Securities, any coupons appertaining thereto and
this Indenture. Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest and Additional Amounts, if
any, on Bearer Securities on or before Maturity, other than Additional Amounts,
if any, payable as provided in Section 1009 in respect of principal of (or
premium, if any, on) such a Security, shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of
the Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled thereto against
surrender of such Security.

     SECTION 1002. Maintenance of Office or Agency. If Securities of a series
                   -------------------------------
are issuable only as Registered Securities, the Company shall maintain in each
Place of Payment for any series of Securities an office or agency where
Securities of such series may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange and where notices and demands to or on the Company in respect of the
Securities of such series and this Indenture may be served. If Securities of a
series are issuable as Bearer Securities, the Company shall maintain: (i) in the
Borough of Manhattan, The City of New York, an office or agency where any
Registered Securities of such series may be presented or surrendered for
payment, where any Registered Securities of such series may be surrendered for
exchange, where notices and demands

                                       62
<PAGE>

to or on the Company in respect of the Securities of such series and this
Indenture may be served and where Bearer Securities of such series and any
coupons appertaining thereto may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise); (ii)
subject to any laws or regulations applicable thereto, in a Place of Payment for
such series which is located outside the United States, an office or agency
where Securities of such series and any coupons appertaining thereto may be
presented and surrendered for payment (including payment of any Additional
Amounts payable on Securities of such series pursuant to Section 1009);
provided, however, that if the Securities of such series are listed on the
-----------------
Luxembourg Stock Exchange, The International Stock Exchange or any other stock
exchange located outside the United States and such stock exchange so requires,
the Company shall maintain a Paying Agent for the Securities of such series in
Luxembourg, London or any other required city located outside the United States,
as the case may be, so long as the Securities of such series are listed on such
exchange; and (iii) subject to any laws or regulations applicable thereto, in a
Place of Payment for such series located outside the United States an office or
agency where any Securities of such series may be surrendered for registration
of transfer, where Securities of such series may be surrendered for exchange and
where notices and demands to or on the Company in respect of the Securities of
such series and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of each such office or agency. If at any time the Company fails to maintain any
such required office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of such series pursuant to Section 1009) at the offices
specified in the Security, in London, England, and the Company hereby appoints
the same as its agent to receive all such presentations, surrenders, notices and
demands, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of the principal of (or premium, if any, on) or interest
or Additional Amounts, if any, 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 an account maintained with a bank located
in the United States; provided, however, that, if the Securities of a series are
                      --------  -------
payable in Dollars, payment of the principal of (and premium, if any, on) and
interest and Additional Amounts; if any, on any Bearer Security shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium, 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 from time to time designate one or more other offices or
agencies where the Securities of one or more series and any coupons appertaining
thereto may be presented or surrendered for any or all of such purposes, and may
from time to time rescind such designations; provided, however, that no such
                                             --------  -------
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements
set forth above

                                       63
<PAGE>

for Securities of any series for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. Unless otherwise
specified with respect to any Securities pursuant to Section 301, the Company
hereby designates as a Place of Payment for each series of Securities the office
or agency of the Company in The City of New York, and initially appoints the
Trustee at its Corporate Trust Office as Paying Agent in such city and as its
agent to receive all such presentations, surrenders, notices and demands.

     Unless otherwise specified with respect to any Securities pursuant to
Section 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 the Indenture, then the Company
shall maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.

     SECTION 1003. Money for Securities Payments to Be Held in Trust. If the
                   -------------------------------------------------
Company at any time acts as its own Paying Agent with respect to any series of
any Securities and any coupons appertaining thereto, it shall, on or before each
due date of the principal of (and premium, if any, on) or interest or Additional
Amounts, if any, on any of the Securities of such series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the
principal (and premium, if any) or interest or Additional Amounts, if any, so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and shall promptly notify the Trustee of its action or
failure so to act.

     Whenever the Company has one or more Paying Agents for any series of
Securities and any coupons appertaining thereto, it shall, on or before each due
date of the principal of (and premium, if any, on) or interest or Additional
Amounts, if any, on any Securities of such series, deposit with a Paying Agent a
sum (in the currency or currencies, currency unit or units or composite currency
or currencies described in the preceding paragraph) sufficient to pay the
principal (and premium, if any) or interest or Additional Amounts, if any, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium, interest or Additional Amounts and (unless
such Paying Agent is the Trustee) the Company shall promptly notify the Trustee
of its action or failure so to act.

     The Company shall cause each Paying Agent 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 shall:

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

                                       64
<PAGE>

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

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

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

     Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any, on) or interest
or Additional Amounts, if any, on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) interest or
Additional Amounts, if any, has become due and payable shall be paid to the
Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of the
principal of (and premium, if any, on) and interest and any Additional Amounts,
if any, on any Security of such series, without interest thereon, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
--------  -------
to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 calendar days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

     SECTION 1004. Existence. Subject to the provisions of Article Eight and
                   ---------
This Article Ten, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect the corporate existence, rights
(charter and statutory) and franchises of the Company and each of its Restricted
Subsidiaries; provided that the Company and any such Restricted Subsidiary shall
              --------
not be required to preserve the corporate existence of any such Restricted
Subsidiary or any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and provided further that any Restricted Subsidiary
                                -------- -------
may consolidate with, merge into, or sell, convey, lease or otherwise dispose of
all of its property and assets to the Company or any wholly owned Restricted
Subsidiary.

     SECTION 1005. Maintenance of Property. The Company shall cause all
                   -----------------------
Property used or useful in the conduct of its business or the business of any of
its Restricted Subsidiaries and material to the Company and its Restricted
Subsidiaries taken as a whole to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and shall
cause to be

                                       65
<PAGE>

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 that nothing in this Section 1005 shall prevent
the Company from discontinuing the operation or maintenance of any of such
Property if such discontinuance is, in the judgment of the Company, desirable in
the conduct of its business or the business of any of its Restricted
Subsidiaries.

     SECTION 1006. [intentionally omitted]

     SECTION 1007. Payment of Taxes and Other Claims. The Company shall 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 of its Restricted Subsidiaries or upon the
income, profits or Property of the Company or any of its Restricted Subsidiaries
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 of
its Restricted Subsidiaries; provided that the Company shall not be required to
                             --------
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings upon stay of execution or the enforcement
thereof and for which adequate reserves in accordance with GAAP or other
appropriate provision has been made.

     SECTION 1008. Statement as to Compliance. The Company shall deliver to the
                   --------------------------
Trustee within 120 calendar days after the end of each fiscal year of the
Company ending after the date hereof,  a Company Certificate stating whether or
not, to the best knowledge of each such officer, the Company has complied with
all conditions and covenants under this Indenture, and, if the Company shall be
in Default, specifying all such Defaults and the nature thereof of which such
officer may have knowledge. For purposes of this Section 1008, such compliance
shall be determined without regard to any period of grace or requirement of
notice under this Indenture.

     The Company shall deliver written notice to the Trustee within 30 calendar
days after any executive officer of the Company becomes aware of the occurrence
of any event which constitutes, or with the giving of notice or the lapse of
time or both would constitute, a Default or Event of Default, describing such
Default or Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto.

     SECTION 1009. Additional Amounts. If any Securities of a series provide for
                   ------------------
the payment of Additional Amounts, the Company covenants and agrees for the
benefit of the Holders of Securities of such series that it shall pay to the
Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 301. Whenever
in this Indenture there is mentioned, in any context except in the case of
clause (1) of Section 502, the payment of the principal of or of any premium or
interest on, or in respect of, any Security of any series or payment of any
coupon or the net proceeds received on the sale or exchange of any Security of
any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to
Section 301 to the

                                       66
<PAGE>

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 in which
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 calendar days prior to the first Interest Payment Date with respect to
Securities of such series (or if the Securities of such series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 calendar days prior to each date of
payment of principal and any premium or interest, if there has been any change
with respect to the matters set forth in the below-mentioned Company
Certificate, the Company shall furnish the Trustee and the principal Paying
Agent or Paying Agents, if other than the Trustee, with a Company Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of such
series shall be made to Holders of Securities of such series or any coupons
appertaining thereto who are not United States persons without withholding for
or on account of any tax, assessment or other governmental charge described in
the Securities of or within the series. If any such withholding is required,
then such Company Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities of such
series or any coupons appertaining thereto and the Company shall pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. In the event that the Trustee or any Paying Agent, as the case
may be, shall not so receive the above-mentioned certificate, then the Trustee
or such Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with
respect to any Securities of such series or any coupons appertaining thereto
until it has received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of such series
or any coupons appertaining thereto without withholding or deductions until
otherwise advised. 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 or in reliance on
any Company Certificate furnished pursuant to this Section or in reliance on the
Company's not furnishing such a Company Certificate.

     SECTION 1010. Waiver of Certain Covenants. The Company may omit in any
                   ---------------------------
particular instance to comply with any term, provision or condition set forth in
Sections 1005 to 1007, inclusive, and with any other term, provision or
condition with respect to the Securities of any series specified in accordance
with Section 301 (except any such term, provision or condition which could not
be amended without the consent of all Holders of Securities of such series
pursuant to Section 902), if before or after the time for such compliance the
Holders of at least a majority in principal amount of all outstanding Securities
of such series, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties

                                       67
<PAGE>

of the Trustee in respect of any such term, provision or condition shall remain
in full force and effect.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

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

     SECTION 1102. Election to Redeem; Notice to Trustee. The election of the
                   -------------------------------------
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of the
Securities of any series, the Company shall, at least 60 calendar days prior to
the Redemption Date (unless a shorter period shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount
of Securities of such series to be redeemed.  In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with a Company Certificate and an Opinion of
Counsel evidencing compliance with such restriction.

     SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less
                   -------------------------------------------------
than all the Securities of any series issued on the same day with the same terms
are to be redeemed, the particular Securities to be redeemed shall be selected
by the Trustee, from the Outstanding Securities of such series issued on such
date with the same terms not previously called for redemption, by lot, on a pro
rata basis or such method as the Trustee deems fair and appropriate and which
may provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of such series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of such series.

     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. Notice of redemption shall be given in
                   --------------------
the manner provided in Section 106, not less than 30 calendar days nor more than
60 calendar days prior to the Redemption Date, unless a shorter period is
specified by the terms of such series established pursuant to Section 301, to
each Holder of Securities to be redeemed, but failure to give such notice

                                       68
<PAGE>

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 which is mailed to the Holders of Registered Securities at the
address of such Holders as they appear in the Security Register 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 identify the Securities to be redeemed and
shall state:

          (1) the Redemption Date;

          (2) the Redemption Price, accrued interest to the Redemption Date
     payable as provided in Section 1106, if any, and Additional Amounts, if
     any;

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

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

          (5) that on the Redemption Date, the Redemption Price and accrued
     interest to the Redemption Date payable as provided in Section 1106, if
     any, will become due and payable on each such Security, or the portion
     thereof, to be redeemed and, if applicable, that interest thereon shall
     cease to accrue on and after such date;

          (6) the Place or Places of Payment where such Securities, together in
     the case of Bearer Securities with all coupons appertaining thereto, if
     any, maturing after the Redemption Date, are to be surrendered for payment
     of the Redemption Price and accrued interest, if any;

          (7) that the redemption is for a sinking fund, if such is the case;

          (8) that, unless otherwise specified in such notice, Bearer Securities
     of any series, if any, surrendered for redemption must be accompanied by
     all coupons appertaining thereto maturing subsequent to the date fixed for
     redemption or the amount of any such missing coupon or coupons will be
     deducted from the Redemption Price, unless security or indemnity
     satisfactory to the 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

                                       69
<PAGE>

     exchanged for Registered Securities not subject to the 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;

          (10) the CUSIP and/or ISIN number of such Security, if any, provided
                                                                      --------
     that such notice shall also state that neither the Company nor the Trustee
     shall have any responsibility for the correctness of any such CUSIP and/or
     ISIN number and that no reliance may be placed upon such CUSIP and/or ISIN
     number;

          (11) the name and address of the Paying Agent;

          (12) that the Securities called for redemption must be surrendered to
     the Paying Agent to collect the Redemption Price;

          (13) the paragraph stated in the Securities pursuant to which the
     Securities are being called for redemption; and

          (14) any other information necessary to enable Holders to comply with
     the notice of redemption.

     Notice of redemption of Securities to be redeemed 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 10:00 a.m., New
                   ---------------------------
York City time on each 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 or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay on the Redemption Date the Redemption Price of,
and (except if the Redemption Date is an Interest Payment Date) accrued interest
on, all the Securities or portions thereof which are to be redeemed on such
date.

     SECTION 1106. Securities Payable on Redemption Date. Notice of redemption
                   -------------------------------------
having been given as provided above, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein
specified in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) (together with accrued interest, if any, to the Redemption Date),
and from and after such date (unless the Company defaults in the payment of the
Redemption Price and accrued interest) such Securities shall, if the same were
interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with such notice, together with any coupons
appertaining thereto maturing after the Redemption Date, such Security

                                       70
<PAGE>

shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that installments
                                          --------  -------
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest; and provided, further, that,
                                            -------- -------
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

     If any Bearer Security surrendered for redemption is not accompanied by all
coupons appertaining thereto 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 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 surrenders to
the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction has been made from the Redemption Price, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
                                   --------  -------
by a coupon 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 such coupon.

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

     SECTION 1107. Securities Redeemed in Part. Any 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 his attorney duly authorized in writing and
accompanied by appropriate evidence of genuineness and authority) and the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                 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.

                                       71
<PAGE>

     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. The
                   -----------------------------------------------------
Company may, in satisfaction of all or any part of any mandatory sinking fund
with respect to the Securities of a series, (i) deliver Outstanding Securities
of such series (other than any previously called for redemption), together in
the case of any Bearer Securities of such series with all unmatured coupons
appertaining thereto, and (ii) apply as a credit Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the terms
of such Securities, or which have otherwise been acquired by the Company,
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
                   -----------------------------------------
calendar days prior to each sinking fund payment date for Securities of any
series, the Company shall deliver to the Trustee a Company Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
such series pursuant to the terms of such series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of such 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 shall also deliver to
the Trustee any Securities to be so delivered and credited. If such Company
Certificate specifies an optional amount to be added in cash to the next ensuing
mandatory sinking fund payment, the Company shall thereupon be obligated to pay
the amount therein specified. Not less than 30 calendar days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
on such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

                                       72
<PAGE>

                                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, if any, 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 a price equal
to the principal amount thereof, together with interest, if any, thereon accrued
to the Repayment Date specified in or pursuant to the terms of such Securities.
The Company covenants that at least one Business Day prior to the Repayment Date
it shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as it own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of,
and (except if the Repayment Date is 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 Holder thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. In order for any Security to
be repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of
such Securities), not earlier than 60 calendar days nor later than 30 calendar
days prior to the Repayment Date, (i) the Security so providing for such
repayment together with the "Option to Elect Repayment" form on the reverse
thereof duly completed by the Holder (or by the Holder's attorney duly
authorized in writing) or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc., or a commercial bank or trust company
in the United States setting forth the name of the Holder of the Security, the
principal amount of the Security, the principal amount of the Security to be
repaid, the CUSIP number, if any, or a description of the tenor and terms of the
Security, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Security to be repaid, together with the duly
completed form entitled "Option to Elect Repayment" on the reverse of the
Security, will be received by the Trustee not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, however, that such telegram, telex, facsimile transmission or letter
--------  -------
shall only be effective if such Security and form duly completed are received by
the Trustee by such fifth Business Day. If less than the entire principal amount
of such Security is to be repaid in accordance with the terms of such Security,
the principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the

                                       73
<PAGE>

portion of the principal amount of such Security surrendered which is not to be
repaid, must be specified. The principal amount of any Security providing for
prepayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of or within 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 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 defaults 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 any coupons appertaining
thereto maturing after the Repayment Date, the principal amount of such security
so to be repaid shall be paid by the Company, together with accrued interest, if
any, to the Repayment Date; provided, however, that 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, 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 defaults 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 is not accompanied by all
coupons appertaining thereto 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 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 surrenders to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction has 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 a coupon 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 such
coupon.

     If the principal amount of any Security surrendered for repayment shall not
be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such

                                       74
<PAGE>

Repayment Date) shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security.

     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, of any authorized denomination specified by the
Holder, in an aggregate principal amount equal to and in exchange for the
portion of the principal of such Security so surrendered which is not to be
repaid.

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 1401. Applicability of Article; Company's Option to Effect
                   ----------------------------------------------------
Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision is
---------------------------------
made for either or both of (i) defeasance of the Securities of or within a
series under Section 1402 or (ii) covenant defeasance of the Securities of or
within a series under Section 1403 to be applicable to the Securities of any
series (in whole and not in part), then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and any
coupons appertaining thereto (in whole and not in part), and the Company may at
its option by Board Resolution (a copy of which shall be delivered to the
Trustee), at any time, with respect to such Securities and any coupons
appertaining thereto, elect to defease such Outstanding Securities and any
coupons appertaining thereto pursuant to Section 1402 (if applicable) or Section
1403 (if applicable) upon compliance with the conditions set forth below in this
Article.

     SECTION 1402. Legal Defeasance and Discharge. Upon the Company's exercise
                   ------------------------------

of the above option to have this Section be applied with respect to any
Securities of or within a series (in whole and not in part), the Company shall
be deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any coupons appertaining thereto as provided in this
Section on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
                         ----------
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed "Outstanding" only for
the purposes of Section 1405 and the other Sections of this Indenture referred
to in clauses (i) and (ii) below, and to have satisfied all of its other
obligations under such Securities and any coupons appertaining thereto and this
Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of such Outstanding Securities and any coupons appertaining thereto 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 and Additional Amounts, if any, on such Securities and
any coupons appertaining thereto when such payments are due; (ii) the Company's
obligations with respect to such Securities under

                                       75
<PAGE>

Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional
Amounts, if any, on such Securities as contemplated by Section 1009; (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder; (iv)
Article Eleven; and (v) 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 coupons appertaining thereto.

     SECTION 1403. Covenant Defeasance. Upon the Company's exercise of the above
                   -------------------
option to have this Section be applied with respect to any Securities of or
within a series (in whole and not in part), (i) the Company shall be released
from its obligations under Section 703, Sections 1005 to 1007, inclusive, and,
if specified pursuant to Section 301, its obligations under any other covenant,
and (ii) the occurrence of any event specified in paragraph (4) of Section 501
or otherwise, as the case may be, with respect to any of Section 703, Sections
1005 to 1007, inclusive, and, if specified pursuant to Section 301, its
obligations under any other covenant, shall be deemed not to be or result in an
Event of Default, in each case with respect to such Outstanding Securities and
any coupons appertaining thereto as provided in this Section on and after the
date the conditions set forth in Section 1404 are satisfied (hereinafter,
"covenant defeasance"), and such Securities and any coupons appertaining thereto
--------------------
shall thereafter be deemed not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Section 703, Sections 1005 to 1007, inclusive, or
such other covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities and any coupons appertaining thereto, the
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 or such other
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any
other document; but, except as specified above, the remainder of this Indenture
and such Securities and any coupons appertaining thereto shall be unaffected
thereby.

     SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The
                   -----------------------------------------------
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any coupons appertaining
thereto:

          (a) The Company shall have irrevocably deposited or caused to be
     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) funds in trust for the purpose of making
     the following payments, specifically pledged as security for, and dedicated
     solely to, the benefit of the Holders of such Securities and any coupons
     appertaining thereto: (i) an amount in such currency or currencies,
     currency unit or units or composite currency or currencies in which such
     Securities and any coupons appertaining thereto are then specified as
     payable at Stated Maturity, or (ii) Government Obligations applicable to
     such Securities and any coupons appertaining thereto (determined on the
     basis of the currency or currencies, currency unit or units or composite
     currency or currencies in which such Securities and any coupons
     appertaining thereto are then specified as payable at

                                       76
<PAGE>

     Stated Maturity) 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 of principal of
     (and premium, if any, on) and interest and Additional Amounts, if any, on
     such Securities and any coupons appertaining thereto, money in an amount,
     or (iii) a combination thereof in an amount, sufficient, without
     consideration of any reinvestment of such principal and interest, in the
     opinion of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge, and which shall be applied by the Trustee (or other
     qualifying trustee) to pay and discharge, (A) the principal of (and
     premium, if any, on) and interest and Additional Amounts, if any, on such
     Outstanding Securities and any coupons appertaining thereto on the Stated
     Maturity of such principal or installment of principal or interest and (B)
     any mandatory sinking fund payments or analogous payments applicable to
     such Outstanding Securities and any coupons appertaining thereto on the day
     on which such payments are due and payable in accordance with the terms of
     this Indenture and of such Securities and any coupons appertaining thereto,
     provided that the Trustee has been irrevocably instructed to apply such
     --------
     money or the proceeds of such Government Obligations to such payments with
     respect to such Securities. Before such a deposit, the Company may give to
     the Trustee, in accordance with Section 1102, 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, which notice shall be irrevocable. Such irrevocable redemption
     notice, if given, shall be given effect in applying the foregoing.

          (b) Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other material agreement or instrument to which the Company is a party
     or by which it is bound (and shall not cause the Trustee to have a
     conflicting interest pursuant to Section 310(b) of the Trust Indenture Act
     with respect to any Security of the Company).

          (c) No Event of Default or event which with notice or lapse of time or
     both would become an Event of Default with respect to such Securities and
     any coupons appertaining thereto shall have occurred and be continuing on
     the date of such deposit or, insofar as clauses (5) and (6) of Section 501
     are concerned, at any time during the period ending on the 91st day after
     the date of such deposit (it being understood that this condition shall not
     be deemed satisfied until the expiration of such period).

          (d) In the case of an election under Section 1402, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (i) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (ii) since the date of execution of this
     Indenture, there has been a change in the applicable Federal income tax
     law, in either case to the effect that, and based thereon such opinion
     shall confirm that, the Holders of such Outstanding Securities and any
     coupons appertaining thereto will not recognize income, gain or loss for
     Federal income tax purposes as a result of such defeasance and will be
     subject to Federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such defeasance had not
     occurred.

                                       77
<PAGE>

          (e) 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 such Outstanding Securities and any coupons appertaining thereto
     will not recognize income, gain or loss for Federal income tax purposes as
     a result of such covenant defeasance and will be subject to Federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such covenant defeasance had not occurred.

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

          (g) Notwithstanding any other provisions of this Section, such
     defeasance or covenant defeasance shall be effected in compliance with any
     additional or substitute terms, conditions or limitations which may be
     imposed on the Company in connection therewith pursuant to Section 301.

     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) pursuant to
Section 1404 in respect of any Outstanding Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the Trustee
or such other qualifying trustee, in accordance with the provisions of such
Securities and any coupons appertaining thereto and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee or such other qualifying trustee
may determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest and Additional Amounts, if any, but such money
need not be segregated from other funds except to the extent required by law.

     Unless otherwise specified with respect to any Security pursuant to Section
301, if, after a deposit referred to in Section 1404(a) has been made, (i) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 301 or the terms of such Security to receive
payment in a currency, currency unit or composite currency other than that in
which the deposit pursuant to Section 1404(a) has been made in respect of such
Security or (ii) a Conversion Event occurs in respect of the currency, currency
unit or composite currency in which the deposit pursuant to Section 1404(a) has
been made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of (and premium, if any, on),
and

                                       78
<PAGE>

interest and Additional Amounts, if any, on such Security as the same become due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the currency, currency unit or composite currency
in which such Security becomes payable as a result of such election or
Conversion Event based on the applicable market exchange rate for such currency,
currency unit or composite currency in effect on the second Business Day prior
to each payment date, except, with respect to a Conversion Event, for such
currency, currency unit or composite currency in effect (as nearly as feasible)
at the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

     Anything in this Article to the contrary notwithstanding, the Trustee or
such other qualifying 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 or such other qualifying trustee, are in excess of the amount thereof
which would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article.

     The Trustee and the Paying Agent shall pay to the Company upon written
request any money held by them for the payment of principal, premium, if any, or
interest or Additional Amounts, if any, that remains unclaimed for two years;
provided that the Trustee or such Paying Agent before being required to make any
--------
payment may cause to be published at the expense of the Company once in an
Authorized Newspaper in the City of New York or mail to each Holder entitled to
such money at such Holder's address (as set forth in the Security Register)
notice that such money remains unclaimed and that after a date specified therein
(which shall be at least 30 calendar days from the date of such publication or
mailing) any unclaimed balance of such money then remaining will be repaid to
the Company.  After payment to the Company, Holders entitled to such money must
look to the Company for payment as general creditors unless an applicable law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

     SECTION 1406. Reinstatement. If the Trustee or Paying Agent is unable to
                   -------------
apply any money in accordance with this Article Fourteen with respect to any
Securities by reason of any order or judgement of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application then
the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Sections 1402 or 1403 hereof shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article Fourteen with respect to such Securities, until such time as the Trustee
or Paying Agent is permitted to apply all money held in trust pursuant to
Section 1405 hereof with respect to such Notes in accordance with this Article
Fourteen; provided that if the Company makes any payment of principal of or any
premium or

                                       79
<PAGE>

interest or Additional Amounts on any such Security following such reinstatement
of its obligations, the Company shall be subrogated to the rights (if any) of
the Holders of such Securities to receive such payment from the money so held in
trust.

                                 ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

     SECTION 1501. Purposes for Which Meetings May Be Called. A meeting of
                   -----------------------------------------
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

     SECTION 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 City of New York, as the Trustee
     determines. 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 calendar
     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 10% in principal amount of the Outstanding
     Securities of any series 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 has not made
     the first publication of the notice of such meeting within 21 calendar days
     after receipt of such request or does 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 City of New York, for such
     meeting and may call such meeting for such purposes by giving notice
     thereof as provided in paragraph (a) above.

     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 (i) a
Holder of one or more Outstanding Securities of such series or (ii) 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 are the Persons entitled to vote at such
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

                                       80
<PAGE>

of Securities of such series; provided, however, that if any action is to be
                              --------  -------
taken at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 calendar 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 calendar 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
calendar 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 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 a majority
in principal amount of the Outstanding Securities of such series; provided,
                                                                  --------
however, that, except as limited by the proviso to Section 902, any resolution
-------
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
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 any coupons
appertaining thereto, 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 request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage in principal amount of
all Outstanding Securities affected thereby, or of the Holders of such series
and one or more additional series;

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

          (2) the principal amount of the Outstanding Securities of such series
     which vote in favor of such request, demand, authorization, direction,
     notice, consent, waiver or other action shall be taken into account in
     determining whether such request, demand,

                                       81
<PAGE>

     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 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
     deems 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 has 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 or within 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 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 on
                   -----------------------------------------------
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 series numbers of the Outstanding Securities

                                       82
<PAGE>

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 such 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 such 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.

     SECTION 1507. Evidence of Action Taken by Holders. Any request, demand,
                   -----------------------------------
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by agent duly appointed in writing; and,
except as otherwise expressly provided herein, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Article
Six) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Article.

     SECTION 1508. Proof of Execution of Instruments. Subject to Article Six,
                   ---------------------------------
the execution of any instrument by a Holder or his agent or proxy may be proved
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee.

                                       83
<PAGE>

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

                         McLEODUSA INCORPORATED



                         By:_______________________________
                         Name:
                         Title:



                         UNITED STATES TRUST COMPANY OF NEW YORK,
                         As Trustee


                         By:_______________________________
                         Name:
                         Title:

                                       84
<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) which 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) which 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 McLeodUSA Incorporated or its agent that such financial institution will
provide a certificate within a reasonable time stating that it agrees to 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 a financial institution 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, such financial institution described in clause
(iii) above (whether or not also described in clause (i) or (ii)), certifies
that it 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>

     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 the earlier of (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 CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

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

     This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] _______________
principal amount of the above-captioned Securities (i) is owned by person(s)
which 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 persons(s) which 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 financial institution has
agreed, on its own behalf or through its agent, that we may advise McLeodUSA
Incorporated or its agent that such financial institution will provide a
certificate within a reasonable time stating that it agrees to 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 a
financial institution 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 that such 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

<PAGE>

the part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied on as of the date hereof.

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


Dated: __________ ___, 20___
[To be dated no earlier than the earlier of
the Exchange Date or the relevant Interest
Payment Date occurring prior to the Exchange
Date, as applicable]

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


                                     By: ______________________________
                                         ______________________________
                                         ______________________________