<PAGE>

                                                                     Exhibit 4.6

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

                         REGENERON PHARMACEUTICALS, INC.

                                       and

                      [Insert name of Trustee], as Trustee

                                    Indenture

                         Dated as of __________________

                                 Debt Securities

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

<PAGE>

                             CROSS REFERENCE SHEET*

                                     Between

            Provisions of Trust Indenture Act (as defined herein) and Indenture,
dated as of ________________, between REGENERON PHARMACEUTICALS, INC. and
[Insert name of Trustee], as Trustee:

<TABLE>
<CAPTION>
SECTION OF THE ACT                                                                 SECTION OF INDENTURE
<S>                                                                         <C>
310(a)(1) and (2)......................................................                                     6.9
310(a)(3) and (4)......................................................                            Inapplicable
310(b).................................................................                            6.8 and 6.10
310(c).................................................................                            Inapplicable
311(a).................................................................                                    6.14
311(b).................................................................                                    6.14
311(c).................................................................                            Inapplicable
312(a).................................................................                             4.1 and 4.2
312(b).................................................................                                     4.2
312(c).................................................................                                     4.2
313(a).................................................................                                     4.3
313(b)(1)..............................................................                            Inapplicable
313(b)(2)..............................................................                                     4.3
313(c).................................................................     4.3, 5.11, 6.10, 6.11, 8.2 and 12.2
313(d).................................................................                                     4.3
314(a).................................................................                             3.5 and 4.2
314(b).................................................................                            Inapplicable
314(c)(1) and (2)......................................................                                    11.6
314(c)(3)..............................................................                            Inapplicable
314(d).................................................................                            Inapplicable
314(e).................................................................                                    11.6
314(f).................................................................                            Inapplicable
315(a), (c) and (d)....................................................                                     6.1
315(b).................................................................                                    5.11
315(e).................................................................                                    5.12
316(a)(1)..............................................................                            5.9 and 5.10
316(a)(2)..............................................................                            Not required
316(a) (last sentence).................................................                                     7.4
316(b).................................................................                                     5.7
317(a).................................................................                                     5.2
317(b).................................................................                                     3.4
318(a).................................................................                                    11.8
</TABLE>

*This Cross Reference Sheet is not part of the Indenture.


<PAGE>

                                                                     Exhibit 4.6

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                         <C>
                              ARTICLE I DEFINITIONS

Section 1.1       Certain Terms Defined...................................................................    1

                              ARTICLE II SECURITIES

Section 2.1       Forms Generally.........................................................................    7
Section 2.2       Form Of Trustee's Certificate Of Authentication.........................................    7
Section 2.3       Amount Unlimited; Issuable In Series....................................................    8
Section 2.4       Authentication And Delivery Of Securities...............................................   10
Section 2.5       Execution Of Securities.................................................................   13
Section 2.6       Certificate Of Authentication...........................................................   13
Section 2.7       Denomination And Date Of Securities; Payment Of Interest................................   13
Section 2.8       Registration, Transfer And Exchange.....................................................   14
Section 2.9       Mutilated, Defaced, Destroyed, Lost And Stolen Securities...............................   17
Section 2.10      Cancellation Of Securities; Destruction Thereof.........................................   18
Section 2.11      Temporary Securities....................................................................   19

                       ARTICLE III COVENANTS OF THE ISSUER

Section 3.1       Payment Of Principal And Interest.......................................................   19
Section 3.2       Offices For Payments, Etc...............................................................   20
Section 3.3       Appointment To Fill A Vacancy In Office Of Trustee......................................   21
Section 3.4       Paying Agents...........................................................................   21
Section 3.5       Compliance Certificates.................................................................   22
Section 3.6       Corporate Existence.....................................................................   22
Section 3.7       Luxembourg Publications.................................................................   22

    ARTICLE IV SECURITYHOLDER LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

Section 4.1       Issuer To Furnish Trustee Information As To Names And Addresses Of Securityholders......   22
Section 4.2       Reports By The Issuer...................................................................   23
Section 4.3       Reports By The Trustee..................................................................   23

    ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 5.1       Event Of Default Defined, Acceleration Of Maturity; Waiver Of Default...................   23
Section 5.2       Collection Of Indebtedness By Trustee; Trustee May Prove Debt...........................   27
Section 5.3       Application Of Proceeds.................................................................   29
Section 5.4       Suits For Enforcement...................................................................   30
</TABLE>


                                       i
<PAGE>


<TABLE>
<S>                                                                                                          <C>
Section 5.5       Restoration Of Rights On Abandonment Of Proceedings.....................................   30
Section 5.6       Limitations On Suits By Security Holders................................................   30
Section 5.7       Unconditional Right Of Securityholders To Institute Certain Suits.......................   31
Section 5.8       Powers And Remedies Cumulative; Delay Or Omission Not Waiver Of
                    Default...............................................................................   31
Section 5.9       Control By Holders Of Securities........................................................   31
Section 5.10      Waiver Of Past Defaults.................................................................   32
Section 5.11      Trustee To Give Notice Of Default, But May Withhold In Certain Circumstances............   32
Section 5.12      Right Of Court To Require Filing Of Undertaking To Pay Costs............................   32

                    ARTICLE VI CONCERNING THE TRUSTEE

Section 6.1       Duties And Responsibilities Of The Trustee; During Default; Prior To
                   Default................................................................................   33
Section 6.2       Certain Rights Of The Trustee...........................................................   34
Section 6.3       Trustee Not Responsible For Recitals, Disposition Of Securities Or Application Of
                   Proceeds Thereof.......................................................................   35
Section 6.4       Trustee And Agents May Hold Securities Or Coupons; Collections, Etc.....................   35
Section 6.5       Moneys Held By Trustee..................................................................   36
Section 6.6       Compensation And Indemnification Of Trustee And Its Prior Claim.........................   36
Section 6.7       Right Of Trustee To Rely On Officer's Certificate, Etc..................................   36
Section 6.8       Indentures Not Creating Potential Conflicting Interests For The Trustee.................   37
Section 6.9       Qualification Of Trustee: Conflicting Interests.........................................   37
Section 6.10      Persons Eligible For Appointment As Trustee.............................................   37
Section 6.11      Resignation And Removal; Appointment Of Successor Trustee...............................   37
Section 6.12      Acceptance Of Appointment By Successor Trustee..........................................   39
Section 6.13      Merger, Conversion, Consolidation Or Succession To Business Of
                   Trustee................................................................................   40
Section 6.14      Preferential Collection Of Claims Against The Issuer....................................   40
Section 6.15      Appointment Of Authenticating Agent.....................................................   40

                   ARTICLE VII CONCERNING THE SECURITYHOLDERS

Section 7.1       Evidence Of Action Taken By Securityholders.............................................   41
Section 7.2       Proof Of Execution Of Instruments And Of Holding Of Securities..........................   42
Section 7.3       Holders To Be Treated As Owners.........................................................   42
Section 7.4       Securities Owned By Issuer Deemed Not Outstanding.......................................   42
Section 7.5       Record Date For Holders Entitled to Act.................................................   43
Section 7.6       Right Of Revocation Of Action Taken.....................................................   43

                      ARTICLE VIII SUPPLEMENTAL INDENTURES

Section 8.1       Supplemental Indentures Without Consent Of Securityholders..............................   43
Section 8.2       Supplemental Indentures With Consent Of Securityholders.................................   45
Section 8.3       Effect Of Supplemental Indenture........................................................   47
Section 8.4       Documents To Be Given To Trustee........................................................   47
</TABLE>


                                       ii
<PAGE>


<TABLE>
<S>                                                                                                          <C>
Section 8.5       Notation On Securities In Respect Of Supplemental Indentures............................   47

              ARTICLE IX CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.1       Issuer May Consolidate, Etc., Only On Certain Terms.....................................   47
Section 9.2       Successor Corporation Substituted.......................................................   48
Section 9.3       Opinion Of Counsel To Be Given To Trustee...............................................   48

       ARTICLE X SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 10.1      Satisfaction And Discharge Of Indenture.................................................   48
Section 10.2      Application By Trustee Of Funds Deposited For Payment Of Securities.....................   52
Section 10.3      Repayment Of Moneys Held By Paying Agent................................................   52
Section 10.4      Return Of Moneys Held By Trustee And Paying Agent Unclaimed For Two Years...............   52
Section 10.5      Indemnity For U.S. Government Of Obligations............................................   53
Section 10.6      Effect On Subordination Provisions......................................................   53

                       ARTICLE XI MISCELLANEOUS PROVISIONS

Section 11.1      Incorporators, Stockholders, Officers And Directors Of Issuer Exempt From Individual
                  Liability...............................................................................   53
Section 11.2      Provisions Of Indenture For The Sole Benefit Of Parties And Holders Of Securities
                  And Coupons.............................................................................   54
Section 11.3      Successors And Assigns Of Issuer Bound By Indenture.....................................   54
Section 11.4      Severability............................................................................   54
Section 11.5      Notices And Demands On Issuer, Trustee And Holders Of Securities And Coupons............   54
Section 11.6      Officer's Certificates And Opinions Of Counsel; Statements To Be Contained Therein......   55
Section 11.7      Payments Due On Saturdays, Sundays And Holidays.........................................   56
Section 11.8      Conflict Of Any Provision Of Indenture With Trust Indenture Act.........................   56
Section 11.9      New York Law To Govern..................................................................   56
Section 11.10     Counterparts............................................................................   56
Section 11.11     Effect Of Headings......................................................................   56
Section 11.12     Securities In A Foreign Currency........................................................   56
Section 11.13     Judgment Currency.......................................................................   57
Section 11.14     Agreement To Subordinate................................................................   57

             ARTICLE XII REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.1      Applicability Of Article................................................................   58
Section 12.2      Notice Of Redemption; Partial Redemptions...............................................   58
Section 12.3      Payment Of Securities Called For Redemption.............................................   59
Section 12.4      Exclusion Of Certain Securities From Eligibility For Selection For Redemption...........   60
Section 12.5      Mandatory And Optional Sinking Funds....................................................   60
</TABLE>


                                      iii
<PAGE>

            THIS INDENTURE, dated as of ______________, by and between REGENERON
PHARMACEUTICALS, INC., a New York corporation (the "Issuer"), and [Insert name
of Trustee], as Trustee (the "Trustee"),

                                  WITNESSETH:

            WHEREAS, the Issuer has duly authorized the issue from time to time
of its unsecured debentures, notes or other evidences of indebtedness to be
issued in one or more series (the "Securities") up to such principal amount or
amounts as may from time to time be authorized in accordance with the terms of
this Indenture;

            WHEREAS, the Issuer has duly authorized the execution and delivery
of this Indenture to provide, among other things, for the authentication,
delivery and administration of the Securities; and

            WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been done;

            NOW, THEREFORE:


            In consideration of the premises and the purchases of the Securities
by the holders thereof, it is mutually covenanted and agreed for the equal and
proportionate benefit of the respective holders from time to time of the
Securities and of the coupons, if any, appertaining thereto as follows:


                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.1 CERTAIN TERMS DEFINED. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), or the definitions of which in the
Securities Act of 1933, as amended (the "Securities Act"), are referred to in
the Trust Indenture Act, including terms defined therein by reference to the
Securities Act (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meaning assigned to such terms in
the Trust Indenture Act and in the Securities Act as in effect from time to
time. All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation
unless a different time shall be specified with respect to such series of
Securities as provided for in Section 2.3. 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. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

                                       1
<PAGE>

            "Affiliate" has the same meaning as given to that term in Rule 405
of the Securities Act or any successor provision.

            "Authenticating Agent" shall have the meaning set forth in Section
6.15.

            "Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day. If it
shall be impractical in the opinion of the Trustee to make any publication of
any notice required hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof which is made or given with the approval of the Trustee
shall constitute a sufficient publication of such notice.

            "Board of Directors" means either the Board of Directors of the
Issuer or any committee of such Board duly authorized to act on its behalf.

            "Board Resolution" means a copy of one or more resolutions,
certified by the secretary or an assistant secretary of the Issuer to have been
duly adopted or consented to by the Board of Directors and to be in full force
and effect, and delivered to the Trustee.

            "Business Day" means, with respect to any Security, a day that is
not a day on which banking institutions in the city (or in any of the cities, if
more than one) in which amounts are payable, as specified in the form of such
Security, are authorized or required by any applicable law or regulation to be
closed.

            "Capital Stock" means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
indebtedness that is not itself otherwise capital stock), warrants, options,
participations or other equivalents of or interests (however designated) in
stock issued by that corporation.

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

            "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, as of the date of this Indenture,
located at [Insert address of the office of the Trustee at which its corporate
trust business is principally administered].

            "Coupon" means any interest coupon appertaining to an Unregistered
Security.

            "Covenant Defeasance" shall have the meaning set forth in Section
10.1(3).

                                       2
<PAGE>

            "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Registered Global Securities, the
Person designated as Depositary by the Issuer pursuant to Section 2.3 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person. "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global
Securities of that series.

            "Dollar" or "$" means the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

            "Equity Interests" means Capital Stock or partnership, participation
or membership interests and all warrants, options or other rights to acquire
Capital Stock or partnership, participation or membership interests (but
excluding any debt security that is convertible into, or exchangeable for,
Capital Stock or partnership, participation or membership interests).

            "Event of Default" means any event or condition specified as such in
Section 5.1.

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

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

            "Holder," "Holder of Securities," "Securityholder" or any other
similar terms mean (a) in the case of any Registered Security, the person in
whose name such Security is registered in the security register kept by the
Issuer for that purpose in accordance with the terms hereof, and (b) in the case
of any Unregistered Security, the bearer of such Security, or any Coupon
appertaining thereto, as the case may be.

            "Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular series
of Securities established as contemplated hereunder, provided, that, if at any
time more than one Person is acting as Trustee under this instrument,
"Indenture" shall mean, with respect to one or more series of Securities for
which such person is trustee, this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of those particular
series of Securities for which such Person is Trustee established as
contemplated hereunder, exclusive, however, of any provisions or terms which
relate solely to other series of Securities for which such person is not
Trustee, regardless of when such terms or provisions were adopted.

            "IRS" means the Internal Revenue Service of the United States
Department of the Treasury, or any successor entity.

                                       3
<PAGE>

            "Issuer" means (except as otherwise provided in Article IX)
Regeneron Pharmaceuticals, Inc., a New York corporation, and, subject to Article
IX, its successors and assigns.

            "Issuer Order" means a written statement, request or order of the
Issuer signed in its name by any two Officers of the Issuer.

            "Judgment Currency" has the meaning set forth in Section 11.13.

            "Non-U.S. Person" means any person that is not a "U.S. person" as
such term is defined in Rule 902 of the Securities Act.

            "Officer" means the chairman of the Board of Directors of the
Issuer, the vice chairman, the chief executive officer, the president, any
executive vice president, any senior vice president, any vice president, the
treasurer or the secretary of the Issuer.

            "Officer's Certificate" means a certificate signed by any two
Officers of the Issuer and delivered to the Trustee. Each such certificate shall
comply with Section 314 of the Trust Indenture Act and include the statements
provided for in Section 11.6.

            "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of the Issuer or other counsel satisfactory to
the Trustee. Each such opinion shall comply with Section 314 of the Trust
Indenture Act and include the statements provided for in Section 11.6.

            "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

            "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof pursuant to Section 5.1.

            "Outstanding" (except as otherwise provided in Section 7.4), when
used with reference to Securities, means, subject to the provisions of Section
7.4, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except:

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

            (b) Securities, or portions thereof, for the payment or redemption
      of which moneys or U.S. Government Obligations (as provided for in Section
      10.1) in the necessary amount shall have been deposited in trust with the
      Trustee or with any paying agent (other than the Issuer) or shall have
      been set aside, segregated and held in trust by the Issuer for the Holders
      of such Securities (if the Issuer shall act as its own paying agent),
      provided, that if such Securities, or portions thereof, are to be redeemed
      prior to the maturity thereof, notice of such redemption shall have been
      given as herein provided, or provisions satisfactory to the Trustee shall
      have been made for giving such notice; and

                                       4
<PAGE>

            (c) Securities which shall have been paid or in substitution for
      which other Securities shall have been authenticated and delivered
      pursuant to the terms of Section 2.9 (except with respect to any such
      Security as to which proof satisfactory to the Trustee is presented that
      such Security is held by a person in whose hands such Security is a legal,
      valid and binding obligation of the Issuer).

            In determining whether the Holders of the requisite principal amount
of Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.1.

            "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Issuer or its agents upon the issuance of
such Securities.

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

            "Principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any," provided, however, that such inclusion of premium, if any, shall under no
circumstances result in the double counting of such premium for the purpose of
any calculation required hereunder.

            "record date" shall have the meaning set forth in Section 2.7.

            "Registered Global Security" means a Security evidencing all or a
part of a series of Registered Securities, issued to the Depositary for such
series in accordance with Section 2.4, and bearing the legend prescribed in
Section 2.4 and any other legend required by the Depositary for such series.

            "Registered Security" means any Security registered on the Security
register of the Issuer.

            "Required Currency" shall have the meaning set forth in Section
11.13.

            "Responsible Officer" when used with respect to the Trustee means
the chairman of the board of directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any vice
president (whether or not designated by numbers or words added before or after
the title "Vice President"), the cashier, the secretary, the treasurer, any
trust officer, any assistant trust officer, any assistant vice president, any
assistant cashier, any assistant secretary, any assistant treasurer, or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall

                                       5
<PAGE>

be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

            "Security" or "Securities" (except as otherwise provided in Section
7.4) has the meaning stated in the first recital of this Indenture, or, as the
case may be, Securities that have been authenticated and delivered under this
Indenture.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Senior Indebtedness", when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to Section
2.3(9) with respect to the Subordinated Securities of such series.

            "Senior Securities" means Securities other than Subordinated
Securities.

            "Subordinated Securities" means Securities that by the terms
established pursuant to Section 2.3(9) are subordinated in right of payment to
Senior Indebtedness of the Issuer.

            "Subordination Provisions", when used with respect to the
Subordinated Securities of any series, shall have the meaning established
pursuant to Section 2.3(9) with respect to the Subordinated Securities of such
series.

            "Subsidiary," with respect to any Person, means (i) a corporation, a
majority of whose Voting Equity Interests is at the date of determination,
directly or indirectly, owned by such Person, by such Person and one or more
Subsidiaries of such Person or by one or more Subsidiaries of such Person, (ii)
a partnership in which such Person, such Person and one or more Subsidiaries of
such Person or one or more Subsidiaries of such Person, directly or indirectly,
at the date of determination holds a majority interest in the equity capital or
profits of such partnership, or (iii) any other Person (other than a corporation
or partnership) in which such Person, one or more Subsidiaries of such Person,
or such Person and one or more Subsidiaries of such Person, directly or
indirectly, at the date of determination has (x) at least a majority ownership
interest or (y) the power to elect or direct the election of a majority of the
directors or other governing body of such Person.

            "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article VI, shall also
include any successor trustee. "Trustee" shall also mean or include each Person
who is then a trustee hereunder, and, if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean the trustee with respect to the Securities of such series.

            "Unregistered Security" means any Security other than a Registered
Security.

            "U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(1).

            "Voting Equity Interests" means Equity Interests which at the time
are entitled to vote in the election of, as applicable, directors, managers or
trustees of an entity, or persons performing similar functions, generally;
provided, that, for the purposes hereof, Equity Interests

                                       6
<PAGE>

that carry only the right to vote conditionally on the happening of an event
shall not be considered Voting Equity Interests whether or not such event shall
have happened.

            "Yield to Maturity" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.

                                   ARTICLE II

                                   SECURITIES

            SECTION 2.1 FORMS GENERALLY. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to but not set forth in a Board Resolution, an Officer's
Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons.

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

            SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                                         [Insert name of Trustee], as Trustee

                                         By ____________________________________

                                         Authorized Signatory"

            If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:

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

                                       7
<PAGE>
]
                                         _______________________________________
                                         as Authenticating Agent

                                         By
                                         _______________________________________
                                         Authorized Signatory"

            SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions (and to the extent
established pursuant to but not set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series,

            (1) the designation of the Securities of the series, which shall
      distinguish the Securities of the series from the Securities of all other
      series, and which may be part of a series of Securities previously issued;

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration of,
      transfer of, or in exchange for, or in lieu of, other Securities of the
      series pursuant to Section 2.8, Section 2.9, Section 2.11, Section 8.5 or
      Section 12.3);

            (3) if other than Dollars, the Foreign Currency or Foreign
      Currencies in which the Securities of the series are denominated;

            (4) the date or dates on which the principal of the Securities of
      the series is payable or the method of determination thereof;

            (5) the rate or rates at which the Securities of the series shall
      bear interest, if any, the date or dates from which such interest shall
      accrue, on which such interest shall be payable, the terms and conditions
      of any deferral of interest and the additional interest, if any, thereon,
      the right, if any, of the Issuer to extend the interest payment periods
      and the duration of the extensions and (in the case of Registered
      Securities) the date or dates on which a record shall be taken for the
      determination of Holders to whom interest is payable and/or the method by
      which such rate or rates or date or dates shall be determined;

            (6) the place or places where and the manner in which, the principal
      of and any interest on Securities of the series shall be payable, if other
      than as provided in Section 3.2;

                                       8
<PAGE>

            (7) the right, if any, of the Issuer to redeem Securities, in whole
      or in part, at its option and the period or periods within which, or the
      date or dates on which, the price or prices at which and any terms and
      conditions upon which Securities of the series may be so redeemed,
      pursuant to any sinking fund or otherwise;

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

            (9) if the Securities of such series are Subordinated Securities,
      the terms pursuant to which the Securities of such series will be made
      subordinate in right of payment to Senior Indebtedness and the definition
      of such Senior Indebtedness with respect to such series (in the absence of
      an express statement to the effect that the Securities of such series are
      subordinate in right of payment to all such Senior Indebtedness, the
      Securities of such series shall not be subordinate to Senior Indebtedness
      and shall not constitute Subordinated Securities); and, in the event that
      the Securities of such series are Subordinated Securities, such Board
      Resolution, Officer's Certificate or supplemental indenture, as the case
      may be, establishing the terms of such series shall expressly state which
      articles, sections or other provisions thereof constitute the
      "Subordination Provisions" with respect to the Securities of such series;

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

            (11) the percentage of the principal amount at which the Securities
      will be issued, and, if other than the principal amount thereof, the
      portion of the principal amount of Securities of the series which shall be
      payable upon declaration of acceleration of the maturity thereof and the
      terms and conditions of any acceleration;

            (12) if other than the coin, currency or currencies in which the
      Securities of the series are denominated, the coin, currency or currencies
      in which payment of the principal of or interest on the Securities of such
      series shall be payable, including composite currencies or currency units;

            (13) if the principal of or interest on the Securities of the series
      are to be payable, at the election of the Issuer or a Holder thereof, in a
      coin or currency other than that in which the Securities are denominated,
      the period or periods within which, and the terms and conditions upon
      which, such election may be made;

            (14) if the amount of payments of principal of and interest on the
      Securities of the series may be determined with reference to an index or
      formula based on a coin, currency, composite currency or currency unit
      other than that in which the Securities of the series are denominated, the
      manner in which such amounts shall be determined;

                                       9
<PAGE>

            (15) whether the Securities of the series will be issuable as
      Registered Securities (and if so, whether such Securities will be issuable
      as Registered Global Securities) or Unregistered Securities (with or
      without Coupons), or any combination of the foregoing, any restrictions
      applicable to the offer, sale or delivery of Unregistered Securities or
      the payment of interest thereon and, if other than as provided in Section
      2.8, the terms upon which Unregistered Securities of any series may be
      exchanged for Registered Securities of such series and vice versa;

            (16) whether and under what circumstances the Issuer will pay
      additional amounts on the Securities of the series held by a person who is
      not a U.S. person in respect of any tax, assessment or governmental charge
      withheld or deducted and, if so, whether the Issuer will have the option
      to redeem the Securities of the series rather than pay such additional
      amounts;

            (17) if the Securities of the 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, the
      form and terms of such certificates, documents or conditions;

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

            (19) any deletion from, modification of or addition to the Events of
      Default or covenants with respect to the Securities of such series;

            (20) if the Securities of the series are to be convertible into or
      exchangeable for any other security or property of the Issuer, including,
      without limitation, securities of another Person held by the Issuer or its
      Affiliates and, if so, the terms thereof; and

            (21) any other terms of the series.

            All Securities of any one series and Coupons, if any, appertaining
thereto shall be substantially identical, except in the case of Registered
Securities as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution or Officer's Certificate referred to above or
as set forth in any indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time
without consent of any Holder, consistent with the terms of this Indenture, if
so provided by or pursuant to such Board Resolution, such Officer's Certificate
or in any indenture supplemental hereto.

            SECTION 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES. The Issuer
may deliver Securities of any series having attached thereto appropriate
Coupons, if any, executed by the Issuer to the Trustee for authentication
together with the applicable documents referred to below in this Section 2.4,
and the Trustee shall thereupon authenticate and deliver such Securities and
Coupons, if any, to or upon the order of the Issuer (contained in the Issuer
Order referred to below in this Section) or pursuant to such procedures
acceptable to the Trustee and to such recipients as may be specified from time
to time by an Issuer Order. The maturity date, original issue date, interest
rate and any other terms of the Securities of such series and Coupons, if any,
appertaining thereto shall be determined by or pursuant to such Issuer Order and

                                       10
<PAGE>

procedures. If provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Issuer or its duly authorized agent or agents, which instructions, if oral,
shall be promptly confirmed in writing. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive (in the case of
clauses (2), (3) and (4) below only at or before the time of the first request
of the Issuer to the Trustee to authenticate Securities of such series) and
(subject to Section 6.1) shall be fully protected in relying upon, the following
enumerated documents unless and until such documents have been superseded or
revoked:

            (1) an Issuer Order requesting such authentication and setting forth
      delivery instructions if the Securities and Coupons, if any, are not to be
      delivered to the Issuer, provided that, with respect to Securities of a
      series subject to a Periodic Offering, (a) such Issuer Order may be
      delivered by the Issuer to the Trustee prior to the delivery to the
      Trustee of such Securities for authentication and delivery, (b) the
      Trustee shall authenticate and deliver Securities of such series for
      original issue from time to time, in an aggregate principal amount not
      exceeding the aggregate principal amount established for such series,
      pursuant to an Issuer Order or pursuant to procedures acceptable to the
      Trustee as may be specified from time to time by an Issuer Order, (c) the
      maturity date or dates, original issue date or dates, interest rate or
      rates and any other terms of Securities of such series shall be determined
      by an Issuer Order or pursuant to such procedures and (d) if provided for
      in such procedures, such Issuer Order may authorize authentication and
      delivery pursuant to oral or electronic instructions from the Issuer or
      its duly authorized agent or agents, which instructions, if oral, shall be
      promptly confirmed in writing;

            (2) any Board Resolution, Officer's Certificate and/or executed
      supplemental indenture referred to in Section 2.1 and Section 2.3 by or
      pursuant to which the forms and terms of the Securities and Coupons, if
      any, were established;

            (3) an Officer's Certificate setting forth the form or forms and
      terms of the Securities and Coupons, if any, stating that the form or
      forms and terms of the Securities and Coupons, if any, have been
      established pursuant to Section 2.1 and Section 2.3 and comply with this
      Indenture, and covering such other matters as the Trustee may reasonably
      request; and

            (4) At the option of the Issuer, either one or more Opinions of
      Counsel, or a letter addressed to the Trustee permitting it to rely on one
      or more Opinions of Counsel, substantially to the effect that:

                  (a) the form or forms of the Securities and Coupons, if any,
            have been duly authorized and established in conformity with the
            provisions of this Indenture;

                  (b) in the case of an underwritten offering, the terms of the
            Securities have been duly authorized and established in conformity
            with the provisions of this Indenture, and, in the case of an
            offering that is not underwritten, certain

                                       11
<PAGE>

            terms of the Securities have been established pursuant to a Board
            Resolution, an Officer's Certificate or a supplemental indenture in
            accordance with this Indenture, and when such other terms as are to
            be established pursuant to procedures set forth in an Issuer Order
            shall have been established, all such terms will have been duly
            authorized by the Issuer and will have been established in
            conformity with the provisions of this Indenture; and

                  (c) such Securities and Coupons, if any, when executed by the
            Issuer and authenticated by the Trustee in accordance with the
            provisions of this Indenture and delivered to and duly paid for by
            the purchasers thereof, and subject to any conditions specified in
            such Opinion of Counsel, will have been duly issued under this
            Indenture, will be entitled to the benefits of this Indenture, and
            will be valid and binding obligations of the Issuer, enforceable in
            accordance with their respective terms except as the enforceability
            thereof may be limited by (i) bankruptcy, insolvency,
            reorganization, liquidation, moratorium, fraudulent transfer or
            similar laws affecting creditors' rights generally, (ii) rights of
            acceleration, if any, and (iii) the availability of equitable
            remedies may be limited by equitable principles of general
            applicability and such counsel need express no opinion with regard
            to the enforceability of Section 6.6 or of a judgment denominated in
            a currency other than Dollars.

            In rendering such opinions, any counsel may qualify any opinions as
to enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent
transfer and other similar laws affecting the rights and remedies of creditors
and is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Such counsel
may rely upon opinions of other counsel (copies of which shall be delivered to
the Trustee) reasonably satisfactory to the Trustee, in which case the opinion
shall state that such counsel believes he and the Trustee are entitled so to
rely. Such counsel may also state that, insofar as such opinion involves factual
matters, he has relied, to the extent he deems proper, upon certificates of
officers of the Issuer and its subsidiaries and certificates of public
officials.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities under this section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee or a trust committee of directors or trustees shall
determine that such action would expose the Trustee to personal liability to
existing Holders or would affect the Trustee's own rights, duties or immunities
under the Securities, this Indenture or otherwise.

            If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Registered
Global Securities, then the Issuer shall execute and the Trustee shall, in
accordance with this Section and the Issuer Order with respect to such series,
authenticate and deliver one or more Registered Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series issued and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Registered
Global Security or Securities or the nominee of such

                                       12
<PAGE>

Depositary, (iii) shall be delivered by the Trustee to such Depositary or
delivered or held pursuant to such Depositary's instructions and (iv) shall bear
a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Securities in definitive registered form, this
Security may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

            Each Depositary designated pursuant to Section 2.3 must, at the time
of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Exchange Act and any other applicable statute or
regulation.

            SECTION 2.5 EXECUTION OF SECURITIES. The Securities and each Coupon
appertaining thereto, if any, shall be signed on behalf of the Issuer by any
Officer of the Issuer, under its corporate seal (except in the case of Coupons)
which may, but need not, be attested. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. The seal of the
Issuer may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and other
minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

            In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Issuer; and any Security or Coupon may
be signed on behalf of the Issuer by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Issuer, although at the date of the execution and delivery of this Indenture any
such person was not such an officer.

            SECTION 2.6 CERTIFICATE OF AUTHENTICATION. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

            SECTION 2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENT OF
INTEREST. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations established as
contemplated by Section 2.3 or, with respect to the Registered Securities of any
series, if not so established, in denominations of $1,000 and any integral

                                       13
<PAGE>

multiple thereof. If denominations of Unregistered Securities of any series are
not so established, such Securities shall be issuable in denominations of $1,000
and $5,000. The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the approval of the
Trustee, as evidenced by the execution and authentication thereof.

            Each Registered Security shall be dated the date of its
authentication. Each Unregistered Security shall be dated as provided in the
Board Resolution referred to in Section 2.3. The Securities of each series shall
bear interest, if any, from the date, and such interest shall be payable on the
dates, established as contemplated by Section 2.3.

            The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the persons in whose names Outstanding
Registered Securities for such series are registered at the close of business on
a subsequent record date (which shall be not less than five Business Days prior
to the date of payment of such defaulted interest) established by notice given
by mail by or on behalf of the Issuer to the Holders of Registered Securities
not less than 15 days preceding such subsequent record date. The term "record
date" as used with respect to any interest payment date (except a date for
payment of defaulted interest) for the Securities of any series shall mean the
date specified as such in the terms of the Registered Securities of such series
established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar month,
the fifteenth day of the preceding calendar month or, if such interest payment
date is the fifteenth day of a calendar month, the first day of such calendar
month, whether or not such record date is a Business Day.

            SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE. The Issuer will
keep at each office or agency to be maintained for the purpose as provided in
Section 3.2 for each series of Securities a register or registers in which,
subject to such reasonable regulations as the Issuer may prescribe, it will
provide for the registration of Registered Securities of such series and the
registration of transfer of Registered Securities of such series. Such register
shall be in written form in the English language or in any other form capable of
being converted into such form within a reasonable time. At all reasonable times
such register or registers shall be open for inspection by the Trustee.

            Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate and original issue date in authorized denominations for a
like aggregate principal amount.

                                       14
<PAGE>

            Unregistered Securities (except for any temporary global
Unregistered Securities) and Coupons (except for Coupons attached to any
temporary global Unregistered Securities) shall be transferable by delivery.

            At the option of the Holder thereof, Registered Securities of any
series (other than a Registered Global Security, except as set forth below) may
be exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.2
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. If the Securities of any series are issued in both registered and
unregistered form, at the option of the Holder thereof, except as otherwise
specified pursuant to Section 2.3, Unregistered Securities of any series may be
exchanged for Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with Section 3.2, with, in the case
of Unregistered Securities that have Coupons attached, all unmatured Coupons and
all matured Coupons in default thereto appertaining, and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. At the option of
the Holder thereof, if Unregistered Securities of any series, maturity date,
interest rate and original issue date are issued in more than one authorized
denomination, except as otherwise specified pursuant to Section 2.3, such
Unregistered Securities may be exchanged for Unregistered Securities of such
series having authorized denominations and an equal aggregate principal amount,
upon surrender of such Unregistered Securities to be exchanged at the agency of
the Issuer that shall be maintained for such purpose in accordance with Section
3.2 or as specified pursuant to Section 2.3, with, in the case of Unregistered
Securities that have Coupons attached, all unmatured Coupons and all matured
Coupons in default thereto appertaining, and upon payment, if the Issuer shall
so require, of the charges hereinafter provided. Registered Securities of any
series may not be exchanged for Unregistered Securities of such series unless
(1) otherwise specified pursuant to Section 2.3 and (2) the Issuer has delivered
to the Trustee an Opinion of Counsel that (x) the Issuer has received from the
IRS a ruling or (y) since the date hereof, there has been a change in the
applicable United States Federal income tax law, in either case to the effect
that the inclusion of terms permitting Registered Securities to be exchanged for
Unregistered Securities would result in no United States Federal income tax
effect adverse to the Issuer or to any Holder. Whenever any Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. All Securities and Coupons, if any, surrendered upon any
exchange or transfer provided for in this Indenture shall be promptly cancelled
and disposed of by the Trustee in accordance with its regular procedures, and
the Trustee shall deliver a certificate of disposition thereof to the Issuer.

            All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee duly
executed, by the Holder or his attorney duly authorized in writing.

                                       15
<PAGE>

            The Issuer or the registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any exchange or registration of transfer of Securities. No service charge
shall be made for any such transaction.

            The Issuer shall not be required to exchange or register a transfer
of (a) any Securities of any series for a period of 15 days preceding the first
mailing of notice of redemption of Securities of such series to be redeemed or
(b) any Securities selected, called or being called for redemption, in whole or
in part, except, in the case of any Security to be redeemed in part, the portion
thereof not so to be redeemed.

            Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

            If at any time the Depositary for any Registered Securities of a
series represented by one or more Registered Global Securities notifies the
Issuer that it is unwilling or unable to continue as Depositary for such
Registered Securities or if at any time the Depositary for such Registered
Securities shall no longer be eligible under Section 2.4, the Issuer shall
appoint a successor Depositary eligible under Section 2.4 with respect to such
Registered Securities. If a successor Depositary eligible under Section 2.4 for
such Registered Securities is not appointed by the Issuer within 90 days after
the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer's election pursuant to Section 2.3 that such Registered Securities be
represented by one or more Registered Global Securities shall no longer be
effective and the Issuer will execute, and the Trustee, upon receipt of an
Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities in exchange for such Registered Global Security or Securities.

            The Issuer may at any time and in its sole discretion determine that
the Registered Securities of any series issued in the form of one or more
Registered Global Securities shall no longer be represented by a Registered
Global Security or Securities. In such event the Issuer will execute, and the
Trustee, upon receipt of any Officer's Certificate for the authentication and
delivery of definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive registered form without coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of the Registered Global Security or Securities representing
such Registered Securities, in exchange for such Registered Global Security or
Securities.

            If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of

                                       16
<PAGE>

the same series in definitive registered form on such terms as are acceptable to
the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the
Trustee shall authenticate and deliver, without service charge,

            (i) to the Person specified by such Depositary a new Registered
      Security or Securities of the same series, of any authorized denominations
      as requested by such Person, in an aggregate principal amount equal to and
      in exchange for such Person's beneficial interest in the Registered Global
      Security; and

            (ii) to such Depositary a new Registered Global Security in a
      denomination equal to the difference, if any, between the principal amount
      of the surrendered Registered Global Security and the aggregate principal
      amount of Registered Securities authenticated and delivered pursuant to
      clause (i) above.

            Upon the exchange pursuant to this Section 2.8 of a Registered
Global Security for Securities in definitive registered form without coupons, in
authorized denominations, such Registered Global Security shall be cancelled by
the Trustee or an agent of the Issuer or the Trustee. Securities in definitive
registered form without coupons issued in exchange for a Registered Global
Security pursuant to this Section 2.8 shall be registered in such names and in
such authorized denominations as the Depositary for such Registered Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee.
The Trustee or such agent shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.

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

            Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of the
Issuer or the Trustee (any of which, other than the Issuer, shall rely on an
Officer's Certificate and an Opinion of Counsel) shall be required to exchange
any Unregistered Security for a Registered Security if such exchange would
result in United States Federal income tax consequences adverse to the Issuer
(such as, for example, the inability of the Issuer to deduct from its income, as
computed for United States Federal income tax purposes, the interest payable on
the Unregistered Securities) under then applicable United States Federal income
tax laws.

            SECTION 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN
SECURITIES. In case any temporary or definitive Security or any Coupon
appertaining to any Security shall be mutilated, defaced, destroyed, lost or
stolen, the Issuer in its discretion may execute and, upon the written request
of any officer of the Issuer, the Trustee shall authenticate and deliver, a new
Security of the same series, maturity date, interest rate and original issue
date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and in substitution for the Security so destroyed, lost or stolen
with Coupons corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution
for the Security to which such mutilated, defaced, destroyed, lost or stolen
Coupon appertained, with

                                       17
<PAGE>

Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced,
destroyed, lost or stolen. In every case, the applicant for a substitute
Security or Coupon shall furnish to the Issuer and to the Trustee and any agent
of the Issuer or the Trustee such security or indemnity as may be required by
them to indemnify and defend and to save each of them harmless and, in every
case of destruction, loss or theft, evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the ownership
thereof, and in the case of mutilation or defacement shall surrender the
Security and related Coupons to the Trustee or such agent.

            Upon the issuance of any substitute Security or Coupon, the Issuer
or the registrar may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) or its agent connected
therewith. In case any Security or Coupon which has matured or is about to
mature or has been called for redemption in full shall become mutilated or
defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a
substitute Security, pay or authorize the payment of the same or the relevant
Coupon (without surrender thereof except in the case of a mutilated or defaced
Security or Coupon), if the applicant for such payment shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupons and of the ownership thereof.

            Every substitute Security or Coupon of any series issued pursuant to
the provisions of this Section 2.9 by virtue of the fact that any such Security
or Coupon is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security or Coupon shall be at any time enforceable by anyone and shall
be entitled to all the benefits of (but shall be subject to all the limitations
of rights set forth in) this Indenture equally and proportionately with any and
all other Securities or Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced or
destroyed, lost or stolen Securities and Coupons and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

            SECTION 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if any, if surrendered to the Issuer or any agent of the
Issuer or the Trustee or any agent of the Trustee, shall be delivered to the
Trustee or its agent for cancellation or, if surrendered to the Trustee, shall
be cancelled by it; and no Securities or Coupons shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee or its agent shall dispose of cancelled Securities and Coupons held by
it in accordance with its regular procedures and deliver a certificate of
disposition to the Issuer. If the Issuer or its agent shall acquire any of the
Securities or Coupons, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities or Coupons
unless and until the same are delivered to the Trustee or its agent for
cancellation.

                                       18
<PAGE>

            SECTION 2.11 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without coupons, or as Unregistered Securities
with or without coupons attached thereto, of any authorized denomination, and
substantially in the form of the definitive Securities of such series but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the
Trustee as evidenced by the execution and authentication thereof. Temporary
Securities may contain such references to any provisions of this Indenture as
may be appropriate. Every temporary Security shall be executed by the Issuer and
be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Registered Securities of such
series may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuer for that purpose pursuant to Section 3.2
and, in the case of Unregistered Securities, at any agency maintained by the
Issuer for such purpose as specified pursuant to Section 2.3, and the Trustee
shall authenticate and deliver in exchange for such temporary Securities of such
series an equal aggregate principal amount of definitive Securities of the same
series having authorized denominations and, in the case of Unregistered
Securities, having attached thereto any appropriate Coupons. Until so exchanged,
the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series, unless otherwise
established pursuant to Section 2.3. The provisions of this Section are subject
to any restrictions or limitations on the issue and delivery of temporary
Unregistered Securities of any series that may be established pursuant to
Section 2.3 (including any provision that Unregistered Securities of such series
initially be issued in the form of a single global Unregistered Security to be
delivered to a depositary or agency located outside the United States and the
procedures pursuant to which definitive or global Unregistered Securities of
such series would be issued in exchange for such temporary global Unregistered
Security).

                                   ARTICLE III

                             COVENANTS OF THE ISSUER

            SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, if any,
each of the Securities of such series (together with any additional amounts
payable pursuant to the terms of such Securities) at the place or places, at the
respective time or times and in the manner provided in such Securities and in
the Coupons, if any, appertaining thereto and in this Indenture. The interest on
Securities with Coupons attached (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. If any temporary Unregistered
Security provides that interest thereon may be paid while such Security is in
temporary form, the interest on any such temporary Unregistered Security
(together with any additional amounts payable pursuant to the terms of such
Security) shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation

                                       19
<PAGE>

and surrender thereof, and, as to the other installments of interest, if any,
only upon presentation of such Securities for notation thereon of the payment of
such interest, in each case subject to any restrictions that may be established
pursuant to Section 2.3. The interest, if any, on Registered Securities
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the Holders
thereof and, at the option of the Issuer, may be paid by wire transfer or by
mailing checks for such interest payable to or upon the written order of such
Holders at their last addresses as they appear on the Securities register of the
Issuer.

            SECTION 3.2 OFFICES FOR PAYMENTS, ETC. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The
City of New York, an office or agency where the Registered Securities of each
series may be presented for payment, where the Securities of each series may be
presented for exchange as is provided in this Indenture and, if applicable,
pursuant to Section 2.3 and where the Registered Securities of each series may
be presented for registration of transfer as in this Indenture provided.

            The Issuer will maintain one or more offices or agencies in a city
or cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto may
be presented for payment. No payment on any Unregistered Security or Coupon will
be made upon presentation of such Unregistered Security or Coupon at an agency
of the Issuer within the United States, nor will any payment be made by transfer
to an account in, or by mail to an address in, the United States, unless
pursuant to applicable United States laws and regulations then in effect such
payment can be made without tax consequences adverse to the Issuer.
Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of
any series and Coupons appertaining thereto which are payable in Dollars may be
made at an agency of the Issuer maintained in the Borough of Manhattan, The City
of New York if such payment in Dollars at each agency maintained by the Issuer
outside the United States for payment on such Unregistered Securities is illegal
or effectively precluded by exchange controls or other similar restrictions.

            The Issuer will maintain in the Borough of Manhattan, The City of
New York, an office or agency where notices and demands to or upon the Issuer in
respect of the Securities of any series, the Coupons appertaining thereto or
this Indenture may be served.

            The Issuer will give to the Trustee written notice of the location
of each such office or agency and of any change of location thereof. In case the
Issuer shall fail to maintain any agency required by this Section 3.2 to be
located in the Borough of Manhattan, The City of New York, or shall fail to give
such notice of the location or for any change in the location of any of the
above agencies, presentations and demands may be made and notices may be served
at the Corporate Trust Office of the Trustee.

            The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of a series and any Coupons
appertaining thereto may be presented for payment, where the Securities of that
series may be presented for exchange as provided in

                                       20
<PAGE>

this Indenture and pursuant to Section 2.3 and where the Registered Securities
of that series may be presented for registration of transfer as in this
Indenture provided, and the Issuer may from time to time rescind any such
designation, as the Issuer may deem desirable or expedient; provided, that no
such designation or rescission shall in any manner relieve the Issuer of its
obligations to maintain the agencies provided for in this Section 3.2. The
Issuer shall give to the Trustee prompt written notice of any such designation
or rescission thereof.

            SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

            SECTION 3.4 PAYING AGENTS. Whenever the Issuer shall appoint a
paying agent other than the Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 3.4,

            (1) that it will hold all sums received by it as such agent for the
      payment of the principal of or interest on the Securities of such series
      (whether such sums have been paid to it by the Issuer or by any other
      obligor on the Securities of such series) in trust for the benefit of the
      Holders of the Securities of such series, or Coupons appertaining thereto,
      if any, or of the Trustee;

            (2) that it will give the Trustee notice of any failure by the
      Issuer (or by any other obligor on the Securities of such series) to make
      any payment of the principal of or interest on the Securities of such
      series when the same shall be due and payable; and

            (3) that it will pay any such sums so held in trust by it to the
      Trustee upon the Trustee's written request at any time during the
      continuance of the failure referred to in the foregoing clause (2).

            The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action.

            If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series or the
Coupons appertaining thereto a sum sufficient to pay such principal or interest
so becoming due. The Issuer will promptly notify the Trustee of any failure to
take such action.

            Anything in this Section 3.4 to the contrary notwithstanding, but
subject to Section 10.1, the Issuer may at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or all series
of Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for any such series by the Issuer or any paying
agent hereunder, as required by this Section, such sums to be held by the
Trustee upon the trusts herein contained.

                                       21
<PAGE>

            Anything in this Section 3.4 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.4 is subject to
the provisions of Section 10.3 and Section 10.4.

            SECTION 3.5 COMPLIANCE CERTIFICATES. The Issuer will furnish to the
Trustee within 120 days after the end of each fiscal year (beginning with the
fiscal year in which this Indenture is executed) a brief certificate (which need
not comply with Section 11.6) from the principal executive, financial or
accounting officer of the Issuer stating that in the course of the performance
by the signer of his or her duties as an officer of the Issuer he or she would
normally have knowledge of any default or non-compliance by the Issuer in the
performance of any covenants or conditions contained in this Indenture, stating
whether or not he or she has knowledge of any such default or non-compliance
and, if so, describing each such default or non-compliance of which the signer
has knowledge and the nature thereof.

            SECTION 3.6 CORPORATE EXISTENCE. Subject to Article IX, the Issuer
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and its rights (charter and statutory),
licenses and franchises of the Issuer; provided, that the Issuer shall not be
required to preserve any such right, license or franchise, if, in the judgment
of the Issuer, the preservation thereof is no longer desirable in the conduct of
the business of the Issuer and the loss thereof is not disadvantageous in any
material respect to ability of the Issuer to make payments hereunder.

            SECTION 3.7 LUXEMBOURG PUBLICATIONS. In the event of the publication
of any notice pursuant to Section 5.11, Section 6.11, Section 6.12, Section 8.2,
Section 10.4, Section 11.5 or Section 12.2, the party making such publication in
the Borough of Manhattan, The City of New York shall also, to the extent that
notice is required to be given to Holders of Securities of any series by
applicable Luxembourg law or stock exchange regulation, as evidenced by an
Officer's Certificate delivered to such party, make a similar publication in
Luxembourg.

                                   ARTICLE IV

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

            SECTION 4.1 ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF SECURITYHOLDERS. If and so long as the Trustee shall not be the
Security registrar for the Securities of any series, the Issuer and any other
obligor on the Securities will furnish or cause to be furnished to the Trustee a
list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Registered Securities of such series pursuant to
Section 312 of the Trust Indenture Act:

            (1) semi-annually not more than 5 days after each record date for
      the payment of interest on such Registered Securities, as hereinabove
      specified, as of such record date and on dates to be determined pursuant
      to Section 2.3 for non-interest bearing Registered Securities in each
      year; and

                                       22
<PAGE>

            (2) at such other times as the Trustee may reasonably request in
      writing, within thirty days after receipt by the Issuer of any such
      request as of a date not more than 15 days prior to the time such
      information is furnished.

            SECTION 4.2 REPORTS BY THE ISSUER. The Issuer covenants to file with
the Trustee and the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to the Trust Indenture Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act shall be filed with the Trustee
within 15 days after the same is so required to be filed with the Commission.

            SECTION 4.3 REPORTS BY THE TRUSTEE.

            (1) The Trustee shall transmit to Securityholders and other persons
      such reports concerning the Trustee and its actions under this Indenture
      as may be required pursuant to the Trust Indenture Act on or before July
      15 in each year that such report is required, such reports to be dated as
      of the immediately preceding May 15.

            (2) Reports pursuant to this Section shall be transmitted by mail to
      all Holders of Securities of such series, as the names and addresses of
      such Holders appear upon the Securities register as of a date not more
      than 15 days prior to the mailing thereof.

            (3) A copy of each such report shall, at the time of such
      transmission to Securityholders, be furnished to the Issuer and be filed
      by the Trustee with each stock exchange upon which the Securities of such
      series are listed and also with the Commission. The Issuer agrees to
      notify the Trustee when and as Securities of any series become listed on
      any national securities exchange.

                                    ARTICLE V

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

            SECTION 5.1 EVENT OF DEFAULT DEFINED, ACCELERATION OF MATURITY;
WAIVER OF DEFAULT. "Event of Default" with respect to Securities of any series,
wherever used herein, means any one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

            (1) default in the payment of any installment of interest upon any
      of the Securities of such series as and when the same shall become due and
      payable, and continuance of such default for a period of 30 days; provided
      that, a valid extension of an interest payment period by the Issuer in
      accordance with the terms of such Securities shall not constitute a
      failure to pay interest; or

                                       23
<PAGE>

            (2) default in the payment of all or any part of the principal or
      premium (if any) on any of the Securities of such series as and when the
      same shall become due and payable either at maturity, upon any redemption,
      by declaration or otherwise; or

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


            (4) failure on the part of the Issuer duly to observe or perform any
      other of the covenants or agreements on the part of the Issuer in the
      Securities of such series or contained in this Indenture (other than a
      covenant or agreement included in this Indenture solely for the benefit of
      a series of Securities other than such series) for a period of 90 days
      after the date on which written notice specifying such failure, stating
      that such notice is a "Notice of Default" hereunder and demanding that the
      Issuer remedy the same, shall have been given by registered or certified
      mail, return receipt requested, to the Issuer by the Trustee, or to the
      Issuer and the Trustee by the holders of at least 25% in aggregate
      principal amount of the Outstanding Securities of the series to which such
      covenant or agreement relates; or


            (5) a court having jurisdiction in the premises shall enter a decree
      or order for relief in respect of the Issuer in an involuntary case under
      any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of the Issuer for
      any substantial part of its or their property or ordering the winding up
      or liquidation of its or their affairs, and such decree or order shall
      remain unstayed and in effect for a period of 60 consecutive days; or

            (6) the Issuer shall commence a voluntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      consent to the entry of an order for relief in an involuntary case under
      any such law, or consent to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator (or
      similar official) of the Issuer or for any substantial part of its or
      their property, or make any general assignment for the benefit of
      creditors; or

            (7) any other Event of Default provided in the supplemental
      indenture or Board Resolution under which such series of Securities is
      issued or in the form of Security for such series.

            If an Event of Default described in clause (1), (2) or (3) occurs
and is continuing, then, and in each and every such case, except for any series
of Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of each such affected series then Outstanding hereunder
(each such series voting as a separate class) by notice in writing to the Issuer
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such series, and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

                                       24
<PAGE>

            Except as otherwise provided in the terms of any series of Senior
Securities pursuant to Section 2.3, if an Event of Default described in clause
(4) or (7) above with respect to all series of the Senior Securities then
Outstanding, occurs and is continuing, then, and in each and every such case,
unless the Principal of all of the Senior Securities shall have already become
due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all of the Senior Securities then Outstanding
hereunder (treated as one class) by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
the Senior Securities of any series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series)
of all of the Senior Securities then Outstanding, and the interest accrued
thereon, if any, to be due and payable immediately, and upon such declaration,
the same shall become immediately due and payable. If an Event of Default
described in clause (5) or (6) above occurs and is continuing, then the
principal amount of all the Senior Securities then Outstanding, and the interest
accrued thereon, if any, shall become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

            Except as otherwise provided in the terms of any series of
Subordinated Securities pursuant to Section 2.3, if an Event of Default
described in clause (4) or (7) above with respect to all series of Subordinated
Securities then Outstanding, occurs and is continuing, then, and in each and
every such case, unless the Principal of all of the Subordinated Securities
shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in aggregate principal amount of all of the Subordinated
Securities then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Subordinated Securities of any series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all of the Subordinated
Securities then Outstanding, and the interest accrued thereon, if any, to be due
and payable immediately, and upon such declaration, the same shall become
immediately due and payable. If an Event of Default described in clause (5) or
(6) above occurs and is continuing, then the principal amount of all of the
Subordinated Securities then Outstanding, and the interest accrued thereon, if
any, shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

            If an Event of Default described in clause (4) or (7) occurs and is
continuing, which Event of Default is with respect to less than all series of
Senior Securities then Outstanding, then, and in each and every such case,
except for any series of Senior Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Senior Securities of each such
affected series then Outstanding hereunder (each such series voting as a
separate class) by notice in writing to the Issuer (and to the Trustee if given
by Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration, the same shall become
immediately due and payable.

            If an Event of Default described in clause (4) or (7) occurs and is
continuing, which Event of Default is with respect to less than all series of
Subordinated Securities then

                                       25
<PAGE>

Outstanding, then, and in each and every such case, except for any series of
Subordinated Securities the principal of which shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Subordinated Securities of each such affected series
then Outstanding hereunder (each such series voting as a separate class) by
notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration, the same shall become
immediately due and payable.

            The foregoing provisions are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided,

            (A) the Issuer shall pay or shall deposit with the Trustee a sum
      sufficient to pay

                  (i) all matured installments of interest upon all the
            Securities of such series (or all the Securities, as the case may
            be); and

                  (ii) the principal of any and all Securities of such series
            (or of all the Securities, as the case may be) which shall have
            become due otherwise than by acceleration; and

                  (iii) interest upon such principal and, to the extent that
            payment of such interest is enforceable under applicable law, on
            overdue installments of interest, at the same rate as the rate of
            interest or Yield to Maturity (in the case of Original Issue
            Discount Securities) specified in the Securities of such series (or
            at the respective rates of interest or Yields to Maturity of all the
            Securities, as the case may be) to the date of such payment or
            deposit; and

                  (iv) all amounts payable to the Trustee pursuant to Section
            6.6; and

            (B) all Events of Default under the Indenture, other than the
      non-payment of the principal of Securities which shall have become due by
      acceleration, shall have been cured, waived or otherwise remedied as
      provided herein,

then and in every such case the Holders of a majority in aggregate principal
amount of all the Securities of such series voting as a separate class (or of
all the Securities, as the case may be, voting as a single class), then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to such series (or with respect to all the Securities, as
the case may be) and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or shall impair any right consequent thereon.

                                       26
<PAGE>

            For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

            SECTION 5.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
DEBT. The Issuer covenants that (i) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days, or (ii) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal and interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and such
other amount due the Trustee under Section 6.6 in respect of Securities of such
series.

            Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
Holders, whether or not the Securities of such series be overdue.

            In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
and collect in the manner provided by law out of the property of the Issuer or
other obligor upon the Securities, wherever situated, all the moneys adjudged or
decreed to be payable.

            In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities, or to the creditors or property of the Issuer or
such other obligor, the Trustee, irrespective of whether the principal of the
Securities shall then be due and payable as therein

                                       27
<PAGE>

expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

                  (a) to file and prove a claim or claims for the whole amount
            of principal and interest (or, if the Securities of any series are
            Original Issue Discount Securities, such portion of the principal
            amount as may be specified in the terms of such series) owing and
            unpaid in respect of the Securities of any series, and to file such
            other papers or documents as may be necessary or advisable in order
            to have the claims of the Trustee (including any claim for amounts
            payable to the Trustee under Section 6.6) and of the Securityholders
            allowed in any judicial proceedings relative to the Issuer or other
            obligor upon the Securities, or to the creditors or property of the
            Issuer or such other obligor; and

                  (b) unless prohibited by applicable law and regulations, to
            vote on behalf of the holders of the Securities of any series in any
            election of a receiver, assignee, trustee or a standby trustee in
            arrangement, reorganization, liquidation or other bankruptcy or
            insolvency proceedings, custodian or other person performing similar
            functions in respect of any such proceedings; and

                  (c) to collect and receive any moneys or other property
            payable or deliverable on any such claims, and to distribute all
            amounts received with respect to the claims of the Securityholders
            and of the Trustee on their behalf; and any trustee, receiver, or
            liquidator, custodian or other similar official performing similar
            functions in respect of any such proceedings is hereby authorized by
            each of the Securityholders to make payments to the Trustee, and, in
            the event that the Trustee shall consent to the making of payments
            directly to the Securityholders, to pay to the Trustee its costs and
            expenses of collection and all other amounts due to it pursuant to
            Section 6.6.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding, except as aforesaid in clause (b).

            All rights of action and of asserting claims under this Indenture,
or under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be
awarded to the Trustee for ratable distribution to the Holders of the Securities
or Coupons appertaining to such Securities in respect of which such action was
taken, after payment of all sums due to the Trustee under Section 6.6 in respect
of such Securities.

                                       28
<PAGE>

            In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities or Coupons appertaining to such Securities in respect to which
such action was taken, and it shall not be necessary to make any Holders of such
Securities or Coupons appertaining to such Securities parties to any such
proceedings.

            SECTION 5.3 APPLICATION OF PROCEEDS. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

            FIRST: To the payment of costs and expenses applicable to such
      series of Securities in respect of which monies have been collected,
      including all amounts due to the Trustee and each predecessor Trustee
      pursuant to Section 6.6 in respect to such series of Securities;

            SECOND: If the Securities of such series are Subordinated
      Securities, to the payment of amounts then due and unpaid to the holders
      of Senior Indebtedness with respect to such series, to the extent required
      pursuant to the Subordination Provisions established with respect to the
      Securities of such series pursuant to Section 2.3(9).

            THIRD: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall not have become and be
      then due and payable, to the payment of interest on the Securities of such
      series in default in the order of the maturity of the installments on such
      interest, with interest (to the extent that such interest has been
      collected by the Trustee and is permitted by applicable law) upon the
      overdue installments of interest at the same rate as the rate of interest
      or Yield to Maturity (in the case of Original Issue Discount Securities)
      specified in such Securities, such payments to be made ratably to the
      persons entitled thereto, without discrimination or preference;

            FOURTH: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall have become and shall be
      then due and payable, to the payment of the whole amount then owing and
      unpaid upon all the Securities of such series for principal and interest,
      with interest upon the overdue principal, and (to the extent that such
      interest has been collected by the Trustee and is permitted by applicable
      law) upon the overdue installations of interest at the same rate as the
      rate of interest or Yield to Maturity (in the case of Original Issue
      Discount Securities) specified in the Securities of such series; and in
      case such moneys shall be insufficient to pay in full the whole amount so
      due and unpaid upon the Securities of such series, then to the payment of
      such

                                       29
<PAGE>

      principal and interest or Yield to Maturity, without preference or
      priority of principal over interest or Yield to Maturity, or of interest
      or Yield to Maturity over principal, or of any installment of interest
      over any other installment of interest or of any Security of such series
      over any other Security of such series, ratably to the aggregate of such
      principal and accrued and unpaid interest or Yield to Maturity; and

            FIFTH: To the payment of the remainder, if any, to the Issuer or to
      such party as a court of competent jurisdiction shall direct.

            SECTION 5.4 SUITS FOR ENFORCEMENT. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

            SECTION 5.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

            SECTION 5.6 LIMITATIONS ON SUITS BY SECURITY HOLDERS. No Holder of
any Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture or such Security, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder or thereunder, unless (a) such Holder
previously shall have given to a Responsible Officer of the Trustee written
notice of an Event of Default with respect to Securities of such series and of
the continuance thereof, as hereinbefore provided, and (b) the Holders of not
less than 25% in aggregate principal amount of the Securities of such affected
series then Outstanding (treated as a single class) shall have made written
request upon the Trustee to institute such action or proceedings in its own name
as Trustee hereunder and shall have offered to the Trustee reasonable security
or indemnity satisfactory to it against the costs, expenses and liabilities to
be incurred therein or thereby, and (c) the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding, and (d) no direction inconsistent with
such written request shall have been given to the Trustee pursuant to Section
5.9; it being understood and intended, and being expressly covenanted by the
taker and Holder of every Security or Coupon with every other taker and Holder
and the Trustee, that no one or more Holders of Securities of any series or
Coupons appertaining to such Securities shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture or any
Security to affect, disturb or prejudice the

                                       30
<PAGE>

rights of any other such taker or Holder of Securities or Coupons appertaining
to such Securities, or to obtain or seek to obtain priority over or preference
to any other such taker or Holder or to enforce any right under this Indenture
or any Security, except in the manner herein provided and for the equal, ratable
and common benefit of all Holders of Securities of the applicable series and
Coupons appertaining to such Securities. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

            SECTION 5.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE
CERTAIN SUITS. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security or Coupon to
receive payment of the principal of and interest on such Security or Coupon on
or after the respective due dates expressed in such Security or Coupon or the
applicable redemption dates provided for in such Security, or to institute suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

            SECTION 5.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT. Except as provided in Section 2.9 or Section 5.6, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities or Coupons is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

            No delay or omission of the Trustee or of any Holder of Securities
or Coupons to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein. Every power and remedy given by this Indenture, any
Security or law to the Trustee or to the Holders of Securities or Coupons may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or, subject to Section 5.6, by the Holders of Securities or Coupons.

            SECTION 5.9 CONTROL BY HOLDERS OF SECURITIES. The Holders of a
majority in aggregate principal amount of the Securities of each series affected
(with each such series voting as a separate class) at the time Outstanding 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 by this
Indenture; provided, that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture; and provided, further,
that (subject to the provisions of Section 6.1) the Trustee shall have the right
to decline to follow any such direction if (a) the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken; or (b) if the Trustee by its trust committee of directors or
Responsible Officers of the Trustee shall determine in good faith that the
action or proceedings so directed would involve the Trustee in personal
liability; or (c) if the Trustee in good faith shall so determine that the
actions or forbearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all affected
series not joining in the giving of said

                                       31
<PAGE>

direction, it being understood that (subject to Section 6.1) the Trustee shall
have no duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders.

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

            SECTION 5.10 WAIVER OF PAST DEFAULTS. Prior to the declaration of
acceleration of the maturity of the Securities of any series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (voting as a single class) may
on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 5.1 and its consequences, except a default in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case of any
such waiver, the Issuer, the Trustee and the Holders of all such Securities
shall be restored to their former positions and rights hereunder, respectively,
and such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

            SECTION 5.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES. The Trustee shall, within ninety days after the
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (i) if
any Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York (and, if required by Section 3.7, at least
once in an Authorized Newspaper in Luxembourg) and (ii) to all Holders of
Securities of such series in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act, unless in each case such defaults shall have
been cured before the mailing or publication of such notice (the term "default"
for the purpose of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided, that, except in the case of default in the payment
of the principal of or interest on any of the Securities of such series, or in
the payment of any sinking fund installment on 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 or trustees and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
series.

            SECTION 5.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS. All parties to this Indenture agree, and each Holder of any Security or
Coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, 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

                                       32
<PAGE>

Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (4) or (7) of Section 5.1 (if the
suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby,
or in the case of any suit relating to or arising under clause (4) or (7) (if
the suit under clause (4) or (7) relates to all the Securities then
Outstanding), or (5) or (6) of Section 5.1, 10% in aggregate principal amount of
all Securities then Outstanding, or to any suit instituted by any Securityholder
for the enforcement of the payment of the principal of or interest on any
Security on or after the due date expressed in such Security or any date fixed
for redemption.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

            SECTION 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT. Prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to such series of
Securities. In case an Event of Default with respect to the Securities of a
series has occurred and has not been cured or waived, the Trustee shall exercise
with respect to such series of Securities such of the rights and powers vested
in it by this Indenture with respect to such series of Securities, and 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 his or her own
affairs.

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

            (1) prior to the occurrence of an Event of Default with respect to
      the Securities of any series and after the curing or waiving of all such
      Events of Default with respect to such series which may have occurred:

                  (a) the duties and obligations of the Trustee with respect to
            the Securities of any series shall be determined solely by the
            express provisions of this Indenture, and the Trustee shall not be
            liable except for the performance of such duties and obligations as
            are specifically set forth in this Indenture, and no implied
            covenants or obligations shall be read into this Indenture against
            the Trustee; and

                  (b) in the absence of bad faith on the part of the Trustee,
            the Trustee may conclusively rely, as to the truth of the statements
            and the correctness of the opinions expressed therein, upon any
            statements, certificates or opinions furnished to the Trustee and
            conforming to the requirements of this Indenture; but in the case of
            any such statements, certificates or opinions which by any provision
            hereof are specifically required to be furnished to the Trustee, the
            Trustee shall be

                                       33
<PAGE>

            under a duty to examine the same to determine whether or not they
            conform to the requirements of this Indenture;

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

            (3) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the Holders pursuant to Section 5.9 relating to the time,
      method and place of conducting any proceeding for any remedy available to
      the Trustee, or exercising any trust or power conferred upon the Trustee,
      under this Indenture.

            None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

            The provisions of this Section 6.1 are in furtherance of and subject
to Section 315 of the Trust Indenture Act.

            SECTION 6.2 CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of and
subject to the Trust Indenture Act, and subject to Section 6.1:

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


            (2) any request, direction, order or demand of the Issuer mentioned
      herein shall be sufficiently evidenced by an Issuer Order (unless other
      evidence in respect thereof is specifically prescribed herein or in the
      terms established in respect of any series); and any resolution of the
      Board of Directors may be evidenced to the Trustee by a copy thereof
      certified by the secretary or an assistant secretary of the Issuer;



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



            (4) the Trustee shall be under no obligation to exercise any of the
      trusts or powers vested in it by this Indenture at the request, order or
      direction of any of the Holders of any series of Securities pursuant to
      the provisions of this Indenture, unless such Holders shall have offered
      to the Trustee reasonable security or indemnity satisfactory to it against
      the costs, expenses and liabilities which might be incurred therein or
      thereby;


                                       34
<PAGE>

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


            (6) prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture,
      note, coupon, security, or other paper or document unless (i) requested in
      writing so to do by the Holders of not less than a majority in aggregate
      principal amount of the Securities of all series affected then Outstanding
      (treated as one class) or (ii) otherwise provided in the terms of any
      series of Securities pursuant to Section 2.3; provided, that, if the
      payment within a reasonable time to the Trustee of the costs, expenses or
      liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee, not reasonably assured to
      the Trustee by the security afforded to it by the terms of this Indenture,
      the Trustee may require reasonable security or indemnity satisfactory to
      it against such expenses or liabilities as a condition to proceeding; the
      reasonable expenses of every such investigation shall be paid by the
      Issuer or, if paid by the Trustee or any predecessor trustee, shall be
      repaid by the Issuer upon demand;



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



            (8) the Trustee shall not be deemed to have notice of any Event of
      Default unless a Responsible Officer of the Trustee has actual knowledge
      thereof or unless written notice of any event which is in fact an Event of
      Default is received by the Trustee at the Corporate Trust Office and such
      notice references the Securities, the Issuer or this Indenture.


            SECTION 6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities or Coupons. The
Trustee shall not be accountable for the use or application by the Issuer of any
of the Securities or of the proceeds thereof.

            The Trustee may request that the Issuer deliver an officer's
certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which officers' certificate may be signed by any person authorized to sign an
officer's certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

            SECTION 6.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES OR COUPONS;
COLLECTIONS, ETC. The Trustee or any agent of the Issuer or of the Trustee, in
its individual or

                                       35
<PAGE>

any other capacity, may become the owner or pledgee of Securities or Coupons
with the same rights it would have if it were not the Trustee or such agent and
may otherwise deal with the Issuer and receive, collect, hold and retain
collections from the Issuer with the same rights it would have if it were not
the Trustee or such agent.

            SECTION 6.5 MONEYS HELD BY TRUSTEE. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

            SECTION 6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM. The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor trustee
for, and to defend and hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the
premises. The obligations of the Issuer under this Section to compensate and
indemnify the Trustee and each predecessor trustee and to pay or reimburse the
Trustee and each predecessor trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities or Coupons, and the Securities are hereby subordinated to such senior
claim. When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1 or in connection with ARTICLE V
hereof, the expenses (including the reasonable fees and expenses of its counsel)
and the compensation for services in connection therewith are to constitute the
expenses of administration under any bankruptcy law.

            SECTION 6.7 RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATE, ETC.
Subject to Section 6.1 and Section 6.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officer's Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith

                                       36
<PAGE>

on the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon the
faith thereof.


            SECTION 6.8 INDENTURES NOT CREATING POTENTIAL CONFLICTING INTERESTS
FOR THE TRUSTEE. The following indentures are hereby specifically described for
the purposes of Section 310(b)(1) of the Trust Indenture Act: this Indenture
with respect to series of Securities that are of equal priority.


            SECTION 6.9 QUALIFICATION OF TRUSTEE: CONFLICTING INTERESTS. The
Trustee shall comply with Section 310(b) of the Trust Indenture Act.

            SECTION 6.10 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The
Trustee for each series of Securities hereunder shall at all times be a
corporation or banking association organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia,
having a combined capital and surplus of at least $10,000,000, and which is
authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by Federal, state or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.11.

            The provisions of this Section 6.10 are in furtherance of and
subject to Section 310(a) of the Trust Indenture Act.

            SECTION 6.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.

            (1) The Trustee, or any trustee or trustees hereafter appointed, may
      at any time resign with respect to one or more or all series of Securities
      by giving written notice of resignation to the Issuer and (i) if any
      Unregistered Securities of a series affected are then Outstanding, by
      giving notice of such resignation to the Holders thereof, by publication
      at least once in an Authorized Newspaper in the Borough of Manhattan, The
      City of New York (and, if required by Section 3.7, at least once in an
      Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities
      of a series affected are then Outstanding, by mailing notice of such
      resignation to the Holders thereof who have filed their names and
      addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
      Indenture Act at such addresses as were so furnished to the Trustee and
      (iii) by mailing notice of such resignation to the Holders of then
      Outstanding Registered Securities of each series affected at their
      addresses as they shall appear on the registry books. Upon receiving such
      notice of resignation, the Issuer shall promptly appoint a successor
      trustee or trustees with respect to the applicable series by written
      instrument in duplicate, executed by authority of the Board of Directors,
      one copy of which instrument shall be delivered to the resigning Trustee
      and one copy to the successor trustee or trustees. If no successor trustee
      shall have been so appointed with respect to any series and have accepted
      appointment within 30 days after the mailing of such notice of

                                       37
<PAGE>

      resignation, the resigning trustee may petition any court of competent
      jurisdiction for the appointment of a successor trustee, or any
      Securityholder who has been a bona fide Holder of a Security or Securities
      of the applicable series for at least six months may, subject to the
      provisions of Section 5.12, on behalf of himself and all others similarly
      situated, petition any such court for the appointment of a successor
      trustee. Such court may thereupon, after such notice, if any, as it may
      deem proper and prescribe, appoint a successor trustee.

            (2) In case at any time any of the following shall occur:

                  (a) the Trustee shall fail to comply with the provisions of
            Section 310(b) of the Trust Indenture Act with respect to any series
            of Securities after written request therefor by the Issuer or by any
            Securityholder who has been a bona fide Holder of a Security or
            Securities of such series for at least six months; or

                  (b) the Trustee shall cease to be eligible in accordance with
            the provisions of Section 6.10 hereof and Section 310(a) of the
            Trust Indenture Act and shall fail to resign after written request
            therefor by the Issuer or by any Securityholder who has been a bona
            fide Holder of a Security or Securities of such series for at least
            six months; or

                  (c) the Trustee shall become incapable of acting with respect
            to any series of Securities, or shall be adjudged bankrupt or
            insolvent, or a receiver or liquidator of the Trustee or of its
            property shall be appointed, or any public officer shall take charge
            or control of the Trustee or of its property or affairs for the
            purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act, any Securityholder who has been a
bona fide Holder of a Security or Securities of such series for at least six
months may on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and so prescribe,
remove the Trustee and appoint a successor trustee.

            (3) The Holders of a majority in aggregate principal amount of the
      Securities of each series at the time outstanding may at any time remove
      the Trustee with respect to Securities of such series and appoint a
      successor trustee with respect to the Securities of such series by
      delivering to the Trustee so removed, to the successor trustee so
      appointed and to the Issuer the evidence provided for in Section 7.1 of
      the action in that regard taken by the Securityholders.

                                       38
<PAGE>

            (4) Any resignation or removal of the Trustee with respect to any
      series and any appointment of a successor trustee with respect to such
      series pursuant to any of the provisions of this Section 6.11 shall become
      effective upon acceptance of appointment by the successor trustee as
      provided in Section 6.12.

            SECTION 6.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 6.11 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

            If a successor trustee is appointed with respect to the Securities
of one or more (but not all) series, the Issuer, the predecessor trustee and
each successor trustee with respect to the Securities of any applicable series
shall execute and deliver an indenture supplemental hereto which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor trustee with respect to
the Securities of any series as to which the predecessor trustee is not retiring
shall continue to be vested in the predecessor trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.

            No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.12 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of the
Trust Indenture Act and eligible under the provisions of Section 6.10.

            Upon acceptance of appointment by any successor trustee as provided
in this Section 6.12, the Issuer shall give notice thereof (a) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof, by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York (and, if required by
Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (b) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing such notice
to such Holders at such addresses as were so furnished to

                                       39
<PAGE>

the Trustee (and the Trustee shall make such information available to the Issuer
for such purpose) and (c) to the Holders of Registered Securities of each series
affected, by mailing such notice to such Holders at their addresses as they
shall appear on the registry books. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.11. If the Issuer fails to give such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Issuer.

            SECTION 6.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any corporation or banking association into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
banking association succeeding to the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided, that such corporation
or banking association shall be qualified under Section 310(b) of the Trust
Indenture Act and eligible under the provisions of Section 6.10, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

            In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any such successor
to the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificate of authentication shall have the full force which under
this Indenture or the Securities of such series it is provided that the
certificate of authentication of the Trustee shall have; provided, that the
right to adopt the certificate of authentication of any predecessor trustee or
to authenticate Securities of any series in the name of any predecessor trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

            SECTION 6.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated.

            SECTION 6.15 APPOINTMENT OF AUTHENTICATING AGENT. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to 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 for such series and a Certificate of Authentication
executed on behalf of

                                       40
<PAGE>

the Trustee by such Authenticating Agent. Such Authenticating Agent shall at all
times be a corporation organized and doing business under the laws of the United
States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$45,000,000 (determined as provided in Section 6.10 with respect to the Trustee)
and subject to supervision or examination by Federal or state authority.

            Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any
time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the Trustee and to the Issuer.

            Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.15 with respect to
one or more series of Securities, the Trustee shall upon receipt of an Issuer
Order appoint a successor Authenticating Agent, and the Issuer shall provide
notice of such appointment to all Holders of Securities of such series in the
manner and to the extent provided in Section 11.5. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent. The Issuer agrees to
pay to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

            Section 6.2, Section 6.3, Section 6.4, Section 6.6 and Section 7.3
shall be applicable to any Authenticating Agent.

                                   ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

            SECTION 7.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. 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 Securityholders 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 Securityholders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee. 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 Section 6.1 and Section 6.2) conclusive in favor of the Trustee
and the Issuer, if made in the manner provided in this Article.

                                       41
<PAGE>

            SECTION 7.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES. Subject to Section 6.1 and Section 6.2, the execution of any
instrument by a Securityholder 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. The holding of
Registered Securities shall be proved by the Security register or by a
certificate of the registrar thereof.

            SECTION 7.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the person in
whose name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder of any Unregistered Security and the Holder of any Coupon as the absolute
owner of such Unregistered Security or Coupon (whether or not such Unregistered
Security or Coupon shall be overdue) for the purpose of receiving payment
thereof or on account thereof and for all other purposes, and neither the
Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be
affected by any notice to the contrary. All such payments so made to any such
person, or upon his order, shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable
upon any such Unregistered Security or Coupon.

            SECTION 7.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any request,
demand, authorization, direction, notice, consent, waiver or other action by
Securityholders under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such action only Securities which
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 Issuer or
any other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities. In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer shall furnish to the Trustee promptly an Officer's Certificate
listing and identifying all Securities, if any, known by the Issuer to be owned
or held by or for the account of any of the above-described persons; and,
subject to Section 6.1 and Section 6.2, the Trustee shall be entitled to accept
such Officer's Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

                                       42
<PAGE>

            SECTION 7.5 RECORD DATE FOR HOLDERS ENTITLED TO ACT. If the Issuer
shall solicit from the Holders of any series of Securities any request, demand,
authorization, direction, notice, consent, waiver or other act, the Issuer may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders of Outstanding Securities of such series
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other act, but the Issuer shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other act may be given before or after such record
date, but only the Holders of Outstanding Securities of the relevant series of
record at the close of business on such record date shall be deemed to be
Holders for purposes of determining whether Holders of the requisite proportion
of Outstanding Securities of such series 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 of such series shall
be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

            SECTION 7.6 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid, any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

            SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Issuer, when authorized by a resolution of its Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto for one or more of the following purposes:

            (1) to convey, transfer, assign, mortgage or pledge to the Trustee
      as security for the Securities of one or more series any property or
      assets;

                                       43
<PAGE>

            (2) to evidence the succession of another corporation to the Issuer,
      or successive successions, and the assumption by the successor corporation
      of the covenants, agreements and obligations of the Issuer herein and in
      the Securities;

            (3) to add to the covenants of the Issuer such further covenants,
      restrictions, conditions or provisions as the Issuer and the Trustee shall
      consider to be for the protection of the Holders of Securities of any
      series or Coupons, and to make the occurrence, or the occurrence and
      continuance, of a default in any such additional covenants, restrictions,
      conditions or provisions an Event of Default permitting the enforcement of
      all or any of the several remedies provided in this Indenture as herein
      set forth; provided, that in respect of any such additional covenant,
      restriction, condition or provision such supplemental indenture may
      provide for a particular period of grace after default (which period may
      be shorter or longer than that allowed in the case of other defaults) or
      may provide for an immediate enforcement upon such an Event of Default or
      may limit the remedies available to the Trustee upon such an Event of
      Default or may limit the right of the Holders of a majority in aggregate
      principal amount of the Securities of such series to waive such an Event
      of Default;

            (4) to surrender any right, power or option conferred upon the
      Issuer in respect of Securities of any series or of the Coupons
      appertaining to such Securities;

            (5) to provide for conversion rights of Holders of convertible
      Securities of any series in the event of a reclassification or change of
      any capital stock of the Issuer or any consolidation, merger or sale of
      all or substantially all of the Issuer's assets occurs;

            (6) to make any change necessary to comply with the Trust Indenture
      Act or any requirement of the Commission in connection with the
      qualification of this Indenture under the Trust Indenture Act;

            (7) to cure any ambiguity, to correct or supplement any provision
      contained herein or in any supplemental indenture which may be defective
      or inconsistent with any other provision contained herein or in any
      supplemental indenture, or to make any other change or provision as the
      Issuer may deem necessary or desirable; provided, that no such action
      shall adversely affect the interests of the Holders of the Securities of
      any series or Coupons in any material respect;


            (8) to establish the forms or terms of Securities of any series or
      of the Coupons appertaining to such Securities as permitted by Section 2.1
      and Section 2.3;



            (9) to evidence and provide for the acceptance of appointment
      hereunder by a successor trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant
      to the requirements of Section 6.12; and





           (10) to change or eliminate any of the provisions of this Indenture,
or to add any new provision to this Indenture, in respect of one or more series
of Securities; provided, however, that any such change, elimination or addition
shall not apply to any Security Outstanding on the date of such indenture
supplemental hereto.



            The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge

                                       44
<PAGE>

of any property thereunder, but the Trustee 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.

            Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities of any series at the time outstanding, notwithstanding any of the
provisions of Section 8.2.

            SECTION 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.

            (1) Except as set forth in subsection (3) below, with the consent
      (evidenced as provided in ARTICLE VII) of the Holders of not less than a
      majority in aggregate principal amount of the Securities at the time
      Outstanding of all series of Senior Securities affected by such
      supplemental indenture (voting as one class), the Issuer, when authorized
      by a resolution of its Board of Directors (which resolution may provide
      general terms or parameters for such action and may provide that the
      specific terms of such action may be determined in accordance with or
      pursuant to an Issuer Order), and the Trustee may, from time to time and
      at any time, enter into an indenture or indentures supplemental hereto
      (which shall conform to the provisions of the Trust Indenture Act as in
      force and effect at the date of execution thereof) for the purpose of
      adding any provisions to or changing in any manner or eliminating any of
      the provisions of this Indenture or of any supplemental indenture or of
      modifying in any manner the rights of the Holders of the Securities of
      each such series or of the Coupons appertaining to such Securities.

            (2) Except as set forth in subsection (3) below, with the consent
      (evidenced as provided in ARTICLE VII) of the Holders of not less than a
      majority in aggregate principal amount of the Securities at the time
      Outstanding of all series of Subordinated Securities affected by such
      supplemental indenture (voting as one class), the Issuer, when authorized
      by a resolution of its Board of Directors (which resolution may provide
      general terms or parameters for such action and may provide that the
      specific terms of such action may be determined in accordance with or
      pursuant to an Issuer Order), and the Trustee may, from time to time and
      at any time, enter into an indenture or indentures supplemental hereto
      (which shall conform to the provisions of the Trust Indenture Act as in
      force and effect at the date of execution thereof) for the purpose of
      adding any provisions to or changing in any manner or eliminating any of
      the provisions of this Indenture or of any supplemental indenture or of
      modifying in any manner the rights of the Holders of the Securities of
      each such series or of the Coupons appertaining to such Securities.

            (3) No such supplemental indenture shall (i) extend the final
      maturity of any Security, or reduce the principal amount thereof, or
      premium thereon, if any, or reduce the rate or extend the time of payment
      of interest thereon, or reduce any amount payable on redemption thereof,
      or make the principal thereof (including any amount in respect of original
      issue discount), or premium thereon, if any, or interest thereon payable
      in any coin or currency other than that provided in the Securities and
      Coupons or in accordance with the terms thereof, or reduce the amount of
      the principal of an Original Issue

                                       45
<PAGE>

      Discount Security that would be due and payable upon an acceleration of
      the maturity thereof pursuant to Section 5.1 or the amount thereof
      provable in bankruptcy pursuant to Section 5.2, or in the case of
      Subordinated Securities of any series, modify any of the Subordination
      Provisions or the definition of "Senior Indebtedness" relating to such
      series in a manner adverse to the holders of such Subordinated Securities,
      or alter the provisions of Section 11.12 or Section 11.13 or impair or
      affect the right of any Securityholder to institute suit for the payment
      thereof when due or, if the Securities provide therefor, any right of
      repayment at the option of the Securityholder, in each case without the
      consent of the Holder of each Security so affected, or (ii) reduce the
      aforesaid percentage of Securities of any series, the consent of the
      Holders of which is required for any such supplemental indenture, without
      the consent of the Holders of each Security so affected.

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

            Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors (which resolution may provide general terms
or parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee shall join
with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

            Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof (i) to the Holders of then Outstanding Registered
Securities of each series affected thereby, by mailing a notice thereof by
first-class mail to such Holders at their addresses as they shall appear on the
Security register, (ii) if any Unregistered Securities of a series affected
thereby are then Outstanding, to the Holders thereof who have filed their names
and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act, by mailing a notice thereof by first-class mail to such Holders
at such addresses as were so furnished to the Trustee and (iii) if any
Unregistered Securities of a series affected thereby are then Outstanding, to
all Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York (and, if
required by Section 3.7, at least once in an Authorized

                                       46
<PAGE>

Newspaper in Luxembourg), and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Issuer to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

            SECTION 8.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

            SECTION 8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject
to the provisions of Section 6.1 and Section 6.2, may receive an Officer's
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this ARTICLE VII complies with the
applicable provisions of this Indenture.

            SECTION 8.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken by Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

                                   ARTICLE IX

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

            SECTION 9.1 ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The
Issuer shall not consolidate with or merge into any other Person (other than a
direct or indirect wholly-owned subsidiary of the Issuer) or transfer or lease
its properties and assets substantially as an entirety to any Person (other than
a direct or indirect wholly-owned subsidiary of the Issuer), and the Issuer
shall not permit any other Person (other than a direct or indirect wholly-owned
subsidiary of the Issuer) to consolidate with or merge into the Issuer, unless:

            (1) either the Issuer shall be the continuing corporation, or the
      successor corporation (if other than the Issuer) formed by such
      consolidation or into which the Issuer is merged or to which the
      properties and assets of the Issuer substantially as an entirety are
      transferred or leased shall be a corporation organized and existing under
      the laws of the United States of America, any State thereof or the
      District of Columbia and shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to

                                       47
<PAGE>

      the Trustee, in form satisfactory to the Trustee, all the obligations of
      the Issuer under the Securities and this Indenture; and

            (2) immediately after giving effect to such transaction and treating
      any indebtedness which becomes an obligation of the Issuer or a Subsidiary
      as a result of such transaction as having been incurred by the Issuer or
      such Subsidiary at the time of such transaction, no Event of Default, and
      no event which, after notice or lapse of time or both, would become an
      Event of Default, shall have happened and be continuing.

            SECTION 9.2 SUCCESSOR CORPORATION SUBSTITUTED. The successor
corporation formed by such consolidation or into which the Issuer is merged or
to which such transfer or lease is made shall succeed to and be substituted for,
and may exercise every right and power of, the Issuer under this Indenture with
the same effect as if such successor corporation had been named as the Issuer
herein, and thereafter (except in the case of a lease to another Person) the
predecessor corporation shall be relieved of all obligations and covenants under
the Indenture and the Securities and, in the event of such conveyance or
transfer, any such predecessor corporation may be dissolved and liquidated.

            SECTION 9.3 OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. The Trustee,
subject to the provisions of Section 6.1 and Section 6.2, may receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance, and any such assumption, complies with the provisions of this
ARTICLE IX.

                                    ARTICLE X

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

            SECTION 10.1 SATISFACTION AND DISCHARGE OF INDENTURE.

            (1) If at any time (i) the Issuer shall have paid or caused to be
      paid the principal of and interest on all the Securities of any series
      Outstanding hereunder and all unmatured Coupons appertaining thereto
      (other than 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 2.9) as and when the same shall have become
      due and payable, or (ii) the Issuer shall have delivered to the Trustee
      for cancellation all Securities of any series theretofore authenticated
      and all unmatured Coupons appertaining thereto (other than any Securities
      of such series and Coupons appertaining thereto which shall have been
      destroyed, lost or stolen and which shall have been replaced or paid as
      provided in Section 2.9) or (iii) in the case of any series of Securities
      where the exact amount (including the currency of payment) of principal of
      and interest due on which can be determined at the time of making the
      deposit referred to in clause (b) below, (a) all the Securities of such
      series and all unmatured Coupons appertaining thereto not theretofore
      delivered to the Trustee for cancellation shall have become due and
      payable, or are by their terms to become due and payable within one year
      or are to be called for redemption within one year under arrangements
      satisfactory to the Trustee for the giving of notice of redemption, and
      (b) the Issuer shall have irrevocably deposited or caused to be deposited
      with the Trustee as trust funds in trust the

                                       48
<PAGE>

      entire amount in (i) cash (other than moneys repaid by the Trustee or any
      paying agent to the Issuer in accordance with Section 10.4), (ii) in the
      case of any series of Securities the payments on which may only be made in
      Dollars, direct obligations of the United States of America, backed by its
      full faith and credit ("U.S. Government Obligations"), maturing as to
      principal and interest at such times and in such amounts as will insure
      the availability of cash sufficient to pay at such maturity or upon such
      redemption, as the case may be, or (iii) a combination thereof,
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay (x) the principal and interest on all Securities of
      such series and Coupons appertaining thereto on each date that such
      principal or interest is due and payable and (y) any mandatory sinking
      fund payments on the dates on which such payments are due and payable in
      accordance with the terms of the Indenture and the Securities of such
      series; and if, in any such case, the Issuer shall also pay or cause to be
      paid all other sums payable hereunder by the Issuer, then this Indenture
      shall cease to be of further effect (except as to (i) rights of
      registration of transfer and exchange of Securities of such Series and of
      Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's
      right of optional redemption, if any, (ii) substitution of mutilated,
      defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of
      holders of Securities and Coupons appertaining thereto to receive payments
      of principal thereof and interest thereon, upon the original stated due
      dates therefor (but not upon acceleration), and remaining rights of the
      Holders to receive mandatory sinking fund payments, if any, (iv) any
      optional redemption rights of such series of Securities to the extent to
      be exercised to make such call for redemption within one year, (v) the
      rights, obligations, duties and immunities of the Trustee hereunder,
      including those under Section 6.6, (vi) the rights of the Holders of
      Securities of such series and Coupons appertaining thereto as
      beneficiaries hereof with respect to the property so deposited with the
      Trustee payable to all or any of them, and (vii) the obligations of the
      Issuer under Section 3.2) and the Trustee, on demand of the Issuer
      accompanied by an Officer's Certificate and an Opinion of Counsel and at
      the cost and expense of the Issuer, shall execute proper instruments
      acknowledging such satisfaction of and discharging this Indenture;
      provided, that the rights of Holders of the Securities and Coupons to
      receive amounts in respect of principal of and interest on the Securities
      and Coupons held by them shall not be delayed longer than required by
      then-applicable mandatory rules or policies of any securities exchange
      upon which the Securities are listed. The Issuer agrees to reimburse the
      Trustee for any costs or expenses thereafter reasonably and properly
      incurred and to compensate the Trustee for any services thereafter
      reasonably and properly rendered by the Trustee in connection with this
      Indenture or the Securities of such series.

            (2) The following provisions shall apply to the Securities of each
      series unless specifically otherwise provided in a Board Resolution,
      Officer's Certificate or indenture supplemental hereto provided pursuant
      to Section 2.3. In addition to discharge of the Indenture pursuant to the
      next preceding paragraph, in the case of any series of Securities the
      exact amounts (including the currency of payment) of principal of and
      interest due on which can be determined at the time of making the deposit
      referred to in clause (a) below, the Issuer shall be deemed to have paid
      and discharged the entire indebtedness on all the Securities of such a
      series and the Coupons appertaining thereto on the date of the deposit
      referred to in subparagraph (a) below, and the provisions of this
      Indenture with respect to

                                       49
<PAGE>

      the Securities of such series and Coupons appertaining thereto shall no
      longer be in effect (except as to (i) rights of registration of transfer
      and exchange of Securities of such series and of Coupons appertaining
      thereto pursuant to Section 2.8 and the Issuer's right of optional
      redemption, if any, (ii) substitution of mutilated, defaced, destroyed,
      lost or stolen Securities or Coupons, (iii) rights of Holders of
      Securities and Coupons appertaining thereto to receive payments of
      principal thereof and interest thereon, upon the original stated due dates
      therefor (but not upon acceleration), and remaining rights of the Holders
      to receive mandatory sinking fund payments, if any, (iv) any optional
      redemption rights of such series of Securities to the extent to be
      exercised to make such call for redemption within one year, (v) the
      rights, obligations, duties and immunities of the Trustee hereunder, (vi)
      the rights of the Holders of Securities of such series and Coupons
      appertaining thereto as beneficiaries hereof with respect to the property
      so deposited with the Trustee payable to all or any of them and (vii) the
      obligations of the Issuer under Section 3.2) and the Trustee, at the
      expense of the Issuer, shall at the Issuer's request, execute proper
      instruments acknowledging the same, if

                  (a) with reference to this provision the Issuer has
            irrevocably deposited or caused to be irrevocably deposited with the
            Trustee as trust funds in trust, specifically pledged as security
            for, and dedicated solely to, the benefit of the Holders of the
            Securities of such series and Coupons appertaining thereto (i) cash
            in an amount, or (ii) in the case of any series of Securities the
            payments on which may only be made in Dollars, U.S. Government
            Obligations, maturing as to principal and interest at such times and
            in such amounts as will insure the availability of cash or (iii) a
            combination thereof, sufficient, in the opinion of a nationally
            recognized firm of independent public accountants expressed in a
            written certification thereof delivered to the Trustee, to pay (A)
            the principal and interest on all Securities of such series and
            Coupons appertaining thereto on each date that such principal or
            interest is due and payable and (b) any mandatory sinking fund
            payments on the dates on which such payments are due and payable in
            accordance with the terms of the Indenture and the Securities of
            such series;

                  (b) such deposit will not result in a breach or violation of,
            or constitute a default under, any agreement or instrument to which
            the Issuer is a party or by which it is bound;

                  (c) the Issuer has delivered to the Trustee an Opinion of
            Counsel based on the fact that (x) the Issuer has received from, or
            there has been published by, the IRS a ruling or (y) since the date
            hereof, there has been a change in the applicable United States
            Federal income tax law, in either case to the effect that, and such
            opinion shall confirm that, the Holders of the Securities of such
            series and Coupons appertaining thereto will not recognize income,
            gain or loss for United States Federal income tax purposes as a
            result of such deposit, defeasance and discharge and will be subject
            to United States Federal income tax on the same amount and in the
            same manner and at the same times, as would have been the case if
            such deposit, defeasance and discharge had not occurred; and

                                       50
<PAGE>

                  (d) the Issuer has delivered to the Trustee an Officer's
            Certificate and an Opinion of Counsel, each stating that all
            conditions precedent provided for relating to the defeasance
            contemplated by this provision have been complied with.

            (3) The Issuer shall be released from its obligations under Section
      3.6 and Section 9.1 and unless otherwise provided for in the Board
      Resolution, Officer's Certificate or Indenture supplemental hereto
      establishing such series of Securities, from all covenants and other
      obligations referred to in Section 2.3(19) or Section 2.3(21) with respect
      to such series of Securities, and any Coupons appertaining thereto,
      outstanding on and after the date the conditions set forth below are
      satisfied (hereinafter, "covenant defeasance"). For this purpose, such
      covenant defeasance means that, with respect to the Outstanding Securities
      of any series, the Issuer may omit to comply with and shall have no
      liability in respect of any term, condition or limitation set forth in
      such Section, whether directly or indirectly by reason of any reference
      elsewhere herein to such Section or by reason of any reference in such
      Section to any other provision herein or in any other document and such
      omission to comply shall not constitute an Event of Default under Section
      5.1, but the remainder of this Indenture and such Securities and Coupons
      shall be unaffected thereby. The following shall be the conditions to
      application of this subsection (3) of this Section 10.1:

                  (a) The Issuer has irrevocably deposited or caused to be
            deposited with the Trustee as trust funds in trust for the purpose
            of making the following payments, specifically pledged as security
            for, and dedicated solely to, the benefit of the holders of the
            Securities of such series and coupons appertaining thereto, (i) cash
            in an amount, or (ii) in the case of any series of Securities the
            payments on which may only be made in Dollars, U.S. Government
            Obligations maturing as to principal and interest at such times and
            in such amounts as will insure the availability of cash or (iii) a
            combination thereof, sufficient, in the opinion of a nationally
            recognized firm of independent public accountants expressed in a
            written certification thereof delivered to the Trustee, to pay (A)
            the principal and interest on all Securities of such series and
            Coupons appertaining thereof and (B) any mandatory sinking fund
            payments on the day on which such payments are due and payable in
            accordance with the terms of the Indenture and the Securities of
            such series;

                  (b) No Event of Default or event which with notice or lapse of
            time or both would become an Event of Default with respect to the
            Securities shall have occurred and be continuing on the date of such
            deposit;

                  (c) Such covenant defeasance shall not cause the Trustee to
            have a conflicting interest as defined in Section 6.9 and for
            purposes of the Trust Indenture Act with respect to any securities
            of the Issuer;

                  (d) Such covenant defeasance shall not result in a breach or
            violation of, or constitute a default under any agreement or
            instrument to which the Issuer is a party or by which it is bound;

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<PAGE>

                  (e) Such covenant defeasance shall not cause any Securities
            then listed on any registered national securities exchange under the
            Exchange Act to be delisted;

                  (f) The Issuer shall have delivered to the Trustee an
            Officer's Certificate and Opinion of Counsel to the effect that the
            Holders of the Securities of such series and Coupons appertaining
            thereto will not recognize income, gain or loss for United States
            Federal income tax purposes as a result of such covenant defeasance
            and will be subject to United States 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; and

                  (g) The Issuer shall have delivered to the Trustee an
            Officer's Certificate and an Opinion of Counsel, each stating that
            all conditions precedent provided for relating to the covenant
            defeasance contemplated by this provision have been complied with.

            SECTION 10.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT
OF SECURITIES. Subject to Section 10.4, all moneys deposited with the Trustee
(or other trustee) pursuant to Section 10.1 shall be held in trust and applied
by it to the payment, either directly or through any paying agent (including the
Issuer acting as its own paying agent), to the Holders of the particular
Securities of such series and of Coupons appertaining thereto for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.

            SECTION 10.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

            SECTION 10.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT
UNCLAIMED FOR TWO YEARS. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the principal of or interest on any Security of
any series and of any Coupons attached thereto and not applied but remaining
unclaimed for two years after the date upon which such principal or interest
shall have become due and payable, shall, upon the written request of the Issuer
and unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of the Securities of such
series and of any Coupons appertaining thereto shall, unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys shall thereupon cease; provided, that the Trustee or
such paying agent, before being required to make any such repayment with respect
to moneys deposited with it for any payment (a) in respect of Registered
Securities of any series, shall at the

                                       52
<PAGE>

expense of the Issuer, mail by first-class mail to Holders of such Securities at
their addresses as they shall appear on the Security register, and (b) in
respect of Unregistered Securities of any series, shall at the expense of the
Issuer cause to the published once, in an Authorized Newspaper in the Borough of
Manhattan, The City of New York (and, if required by Section 3.7, once in an
Authorized Newspaper in Luxembourg), notice, that such moneys remain and that,
after a date specified therein, which shall not be less than thirty days from
the date of such mailing or publication, any unclaimed balance of such money
then remaining will be repaid to the Issuer.

            SECTION 10.5 INDEMNITY FOR U.S. GOVERNMENT OF OBLIGATIONS. The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 10.1 or the principal or interest received in respect of
such obligations.

            SECTION 10.6 EFFECT ON SUBORDINATION PROVISIONS. Unless otherwise
expressly established pursuant to Section 2.3 with respect to the Subordinated
Securities of any series, the provisions of Section 11.14 hereof, insofar as
they pertain to the Subordinated Securities of such series, and the
Subordination Provisions established pursuant to Section 2.3(9) with respect to
such series, are hereby expressly made subject to the provisions for
satisfaction and discharge and defeasance and covenant defeasance set forth in
Section 10.1 hereof and, anything herein to the contrary notwithstanding, upon
the effectiveness of such satisfaction and discharge and defeasance and covenant
defeasance pursuant to Section 10.1 with respect to the Securities of such
series, such Securities shall thereupon cease to be so subordinated and shall no
longer be subject to the provisions of Section 11.14 or the Subordination
Provisions established pursuant to Section 2.3(9) with respect to such series
and, without limitation to the foregoing, all moneys, U.S. Government
Obligations and other securities or property deposited with the Trustee (or
other qualifying trustee) in trust in connection with such satisfaction and
discharge, defeasance or covenant defeasance, as the case may be, and all
proceeds therefrom may be applied to pay the principal of, premium, if any, and
interest, if any, on, and mandatory sinking fund payments, if any, with respect
to the Securities of such series as and when the same shall become due and
payable notwithstanding the provisions of Section 11.14 or such Subordination
Provisions.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            SECTION 11.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
ISSUER EXEMPT FROM INDIVIDUAL Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such, or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer 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 and the Coupons, if any,
appertaining thereto by the Holders thereof and as part of the consideration for
the issue of the Securities and the Coupons appertaining thereto.

                                       53
<PAGE>

            SECTION 11.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND HOLDERS OF SECURITIES AND COUPONS. Nothing in this Indenture, in the
Securities or in the Coupons appertaining thereto, expressed or implied, shall
give or be construed to give to any person, firm or corporation, other than the
parties thereto and their successors and the Holders of the Securities or
Coupons, if any and, in the case of the Subordinated Securities of any series,
the holders of Senior Indebtedness with respect to such series, any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors and of the Holders of the
Securities or Coupons, if any and, in the case of the Subordinated Securities of
any series, the holders of Senior Indebtedness with respect to such series.

            SECTION 11.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

            SECTION 11.4 SEVERABILITY. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

            SECTION 11.5 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF
SECURITIES AND COUPONS. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons, if any, to or on the Issuer may be given
or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Issuer is filed by the Issuer with the Trustee) to Regeneron Pharmaceuticals,
Inc., 777 Old Saw Mill River Road, Tarrytown, New York, 10591-6707, Attention:
Secretary. Any notice, direction, request or demand by the Issuer or any Holder
of Securities or Coupons, if any, to or upon the Trustee shall be deemed to have
been sufficiently given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Trustee is filed by the Trustee with the Issuer)
to [Insert name and address of Trustee.]

            Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class mail, postage prepaid,
to each Holder entitled thereto, at his last address as it appears in the
Security register.

            Where this Indenture provides for notice to holders of Unregistered
Securities, such notice shall be sufficiently given (unless otherwise expressly
provided herein) by giving notice to such Holders (a) by publication of such
notice at least once in an Authorized Newspaper in the Borough of Manhattan, The
City of New York (and, if required by Section 3.7, once in an Authorized
Newspaper in Luxembourg), and (b) by mailing such notice to the Holders of
Unregistered Securities who have filed their names and addresses with the
Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such
addresses as were so furnished to the Trustee.

                                       54
<PAGE>

            In any case where notice to such Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

            In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer when such
notice is required to the given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be reasonably satisfactory to the
Trustee shall be deemed to be a sufficient giving of such notice.

            SECTION 11.6 OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall furnish to the Trustee an Officer's Certificate stating that
all conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

            Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

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

            Any certificate, statement or opinion of an officer of the Issuer or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or

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<PAGE>

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

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

            SECTION 11.7 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the
date of maturity of interest on or principal of the Securities of any series or
any Coupons appertaining thereto or the date fixed for redemption or repayment
of any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

            SECTION 11.8 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with 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 11.9 NEW YORK LAW TO GOVERN. THIS INDENTURE AND EACH
SECURITY AND COUPON SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SUCH STATE INCLUDING, WITHOUT LIMITATION, SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

            SECTION 11.10 COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

            SECTION 11.11 EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

            SECTION 11.12 SECURITIES IN A FOREIGN CURRENCY. Unless otherwise
specified in an Officer's Certificate delivered pursuant to Section 2.3 of this
Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all series or all
series affected by a particular action at the time Outstanding and, at such
time, there are Outstanding Securities of any series which are denominated in a
Foreign Currency, then the principal amount of Securities of such series which
shall be deemed to be Outstanding for the purpose of taking such action shall be
that amount of Dollars that could be obtained for such amount at the Market
Exchange Rate. For purposes of this Section 11.12, Market Exchange Rate shall
mean the noon Dollar buying rate in The City of New York for cable transfers of
such

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<PAGE>

currency or currencies as published by the Federal Reserve Bank of New York as
of the most recent available date. If such Market Exchange Rate is not available
for any reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York or quotations from one or more major banks in The City
of New York or in the country of issue of the currency in question, which for
purposes of the euro shall be any member state of the European Union that has
adopted the euro, as the Trustee shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

            All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

            SECTION 11.13 JUDGMENT CURRENCY. The Issuer agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Securities of any series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with clause (a)), in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.

            SECTION 11.14 AGREEMENT TO SUBORDINATE. The Issuer, for itself, its
successors and assigns, covenants and agrees, and each Holder of Subordinated
Securities of any series by his acceptance thereof, likewise covenants and
agrees, that the payment of the principal of (and premium, if any) and interest,
if any, on, and mandatory sinking fund payments, if any, in respect of each and
all of the Subordinated Securities of such series shall be expressly
subordinated, to the extent and in the manner provided in the Subordination
Provisions established with respect to

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<PAGE>

the Subordinated Securities of such series pursuant to Section 2.3(9) hereof, in
right of payment to the prior payment in full of all Senior Indebtedness with
respect to such series.

                                  ARTICLE XII

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

            SECTION 12.1 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.

            SECTION 12.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
of Securities of such series at their last addresses as they shall appear upon
the registry books. Notice of redemption to the Holders of Unregistered
Securities to be redeemed as a whole or in part, who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least 30 days and not more than 60 prior to the date fixed
for redemption, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Issuer, the Trustee
shall make such information available to the Issuer for such purpose). Notice of
redemption to all other Holders of Unregistered Securities shall be published in
an Authorized Newspaper in the Borough of Manhattan, The City of New York (and,
if required by Section 3.7, in an Authorized Newspaper in Luxembourg), in each
case, once in each of three successive calendar weeks, the first publication to
be not less than 30 nor more than 60 days prior to the date fixed for
redemption. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of such Security of such series.

            The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities and, in the case of Securities with Coupons attached thereto, of
all Coupons appertaining thereto maturing after the date fixed for redemption,
that such redemption is pursuant to the mandatory or optional sinking fund, or
both, if such be the case, that interest accrued to the date fixed for
redemption will be paid as specified in such notice and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. In case any Security of a series is to be redeemed in part only, the
notice of redemption to Holders of Securities of the series shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

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<PAGE>

            The notice of redemption of Securities of any series to be redeemed
at the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

            On or before the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the Issuer is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
3.4) an amount of money sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for redemption. The
Issuer will deliver to the Trustee at least 70 days prior to the date fixed for
redemption, or such shorter period as shall be acceptable to the Trustee, an
Officer's Certificate stating the aggregate principal amount of Securities to be
redeemed. In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officer's Certificate stating that such restriction has been
complied with.

            If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deemed appropriate and fair, in
its sole discretion, Securities of such series to be redeemed in whole or in
part. Securities may be redeemed in part in multiples equal to the minimum
authorized denomination for Securities of such series or any multiple thereof.
The Trustee shall promptly notify the Issuer in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such
series 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 of any series
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 12.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice
of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured Coupons, if any, appertaining thereto shall be void,
and, except as provided in Section 6.5 and Section 10.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
together with all Coupons, if any, appertaining thereto maturing after the date
fixed for redemption, said Securities or the specified portions thereof shall be
paid and redeemed by the Issuer at the applicable redemption price, together
with interest accrued thereon to the date fixed for redemption; provided, that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with Coupons attached thereto, to the
Holders of the Coupons for such interest upon surrender thereof, and in the case
of Registered Securities, to the Holder of such Registered Securities registered
as such

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<PAGE>

on the relevant record date, subject to the terms and provisions of Section 2.3
and Section 2.7 hereof.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

            If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after the
date fixed for redemption, the surrender of such missing Coupon or Coupons may
be waived by the Issuer and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save each of them harmless.

            Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.

            SECTION 12.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by, either (a)
the Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.

            SECTION 12.5 MANDATORY AND OPTIONAL SINKING FUNDS. The minimum
amount of any sinking fund payment provided for by the terms of the 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 the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

            In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in
such Securities.

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<PAGE>

            On or before the 60th day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee an Officer's
Certificate (which need not contain the statements required by Section 11.6) (a)
specifying the portion of the mandatory sinking fund payment to be satisfied by
payment of cash and the portion to be satisfied by credit of Securities of such
series and the basis for such credit, (b) stating that none of the Securities of
such series has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to pay
on or before the next succeeding sinking fund payment date. Any Securities of
such series to be credited and required to be delivered to the Trustee in order
for the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer's Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer's
Certificate shall be irrevocable and upon its receipt by the Trustee, the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day, to deliver
such Officer's Certificate and Securities specified in this paragraph, if any,
shall not constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or the equivalent thereof in any Foreign Currency) or a lesser
sum in Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer
shall so request with respect to the Securities of any particular series, such
cash shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
together with accrued interest to the date fixed for redemption. If such amount
shall be $50,000 (or the equivalent thereof in any Foreign Currency) or less and
the Issuer makes no such request then it shall be carried over until a sum in
excess of $50,000 (or the equivalent thereof in any Foreign Currency) is
available. The Trustee shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such series to absorb said cash, as nearly as may be, and shall
(if requested in writing by the Issuer) inform the Issuer of the serial numbers
of the Securities of such series (or portions thereof) so selected. Securities
shall be excluded from eligibility for redemption under this Section if they are
identified by registration and certificate number in an Officer's Certificate
delivered to the Trustee at least 60 days prior to the sinking fund payment date
as being owned of record and beneficially by, and not pledged or hypothecated
by, either (a) the Issuer or (b) an entity specifically identified in such
Officer's Certificate as directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer. The Trustee, in the
name and at the expense of the Issuer (or the Issuer, if it shall so request the
Trustee in writing) shall cause notice of redemption of the Securities of such
series to be given in substantially the manner provided in Section 12.2 (and

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<PAGE>

with the effect provided in Section 12.3) for the redemption of Securities of
such series in part at the option of the Issuer. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series and,
together with such payment, shall be applied in accordance with the provisions
of this Section. Any and all sinking fund moneys held on the stated maturity
date of the Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

            On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

            The Trustee shall not redeem or cause to be redeemed any Securities
of a series with sinking fund moneys or give any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the giving of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received from the
Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default be deemed to
have been collected under Article Five and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 5.10 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.

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<PAGE>

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

                                       REGENERON PHARMACEUTICALS, INC.

                                       By: _____________________________________
                                       Name: Murray A. Goldberg
                                       Title: Principal Financial Officer

                                       [Insert Name of Trustee]

                                       By: _____________________________________
                                       Name: [ * ]
                                       Title: [ * ]