<PAGE>
                                                                   Exhibit 4.8.2



                        COUNTRYWIDE FINANCIAL CORPORATION
                                     Issuer

                          COUNTRYWIDE HOME LOANS, INC.
                                    Guarantor

                                       TO

                              THE BANK OF NEW YORK

                                     Trustee


                                    INDENTURE

                           Dated as of ______________


                          Subordinated Debt Securities
<PAGE>
                                TABLE OF CONTENTS

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                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101.      Definitions                                                2
SECTION 102.      Compliance Certificates and Opinions                      10
SECTION 103.      Form of Documents Delivered to Trustee                    10
SECTION 104.      Acts of Holders                                           11
SECTION 105.      Notices, etc., to Trustee, Company and Guarantor          12
SECTION 106.      Notice to Holders; Waiver                                 12
SECTION 107.      Conflict with Trust Indenture Act                         13
SECTION 108.      Effect of Headings and Table of Contents                  13
SECTION 109.      Successors and Assigns                                    13
SECTION 110.      Separability Clause                                       13
SECTION 111.      Benefits of Indenture                                     13
SECTION 112.      Governing Law                                             13
SECTION 113.      Legal Holidays                                            13
SECTION 114.      Moneys of Different Currencies to be Segregated           14
SECTION 115.      Payment to Be in Proper Currency                          14
                                   ARTICLE TWO
                     FORMS OF DEBT SECURITIES AND GUARANTEES
SECTION 201.      Forms Generally                                           15
SECTION 202.      Forms of Debt Securities and Guarantees                   15
SECTION 203.      Form of Trustee's Certificate of Authentication           15
SECTION 204.      CUSIP Numbers                                             16
                                  ARTICLE THREE
                               THE DEBT SECURITIES
SECTION 301.      Amount Unlimited; Issuable in Series                      17
SECTION 302.      Denominations                                             19
SECTION 303.      Execution, Authentication, Delivery and Dating            19
SECTION 304.      Temporary Debt Securities                                 21
SECTION 305.      Registration, Registration of Transfer and Exchange       22
SECTION 306.      Mutilated, Destroyed, Lost and Stolen Debt Securities     24
SECTION 307.      Payment of Interest; Interest Rights Preserved            25
SECTION 308.      Persons Deemed Owners                                     27
SECTION 309.      Cancellation                                              27
SECTION 310.      Computation of Interest                                   28
SECTION 311.      Payment in Currencies                                     28
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                                TABLE OF CONTENTS
                                   (continued)

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                                  ARTICLE FOUR
                          GUARANTEES OF DEBT SECURITIES
SECTION 401.      Unconditional Guarantee                                   32
SECTION 402.      Execution, Authentication and Delivery                    32
                                  ARTICLE FIVE
                           SATISFACTION AND DISCHARGE
SECTION 501.      Satisfaction and Discharge of Indenture                   34
SECTION 502.      Application of Trust Money                                35
                                   ARTICLE SIX
                                    REMEDIES
SECTION 601.      Events of Default                                         36
SECTION 602.      Acceleration of Maturity; Rescission and Annulment        37
SECTION 603.      Collection of Indebtedness and Suits for Enforcement
                  by Trustee                                                38
SECTION 604.      Trustee May File Proofs of Claim                          39
SECTION 605.      Trustee May Enforce Claims without Possession of
                  Debt Securities                                           40
SECTION 606.      Application of Money Collected                            40
SECTION 607.      Limitation on Suits                                       40
SECTION 608.      Unconditional Right of Holders to Receive Principal,
                  Premium (if any) and Interest                             41
SECTION 609.      Restoration of Rights and Remedies                        41
SECTION 610.      Rights and Remedies Cumulative                            42
SECTION 611.      Delay or Omission Not Waiver                              42
SECTION 612.      Control by Holders                                        42
SECTION 613.      Waiver of Past Defaults                                   42
SECTION 614.      Undertaking for Costs                                     43
SECTION 615.      Waiver of Stay or Extension Laws                          43
                                  ARTICLE SEVEN
                                   THE TRUSTEE
SECTION 701.      Certain Duties and Responsibilities                       44
SECTION 702.      Notice of Defaults                                        45
SECTION 703.      Certain Rights of Trustee                                 45
SECTION 704.      Not Responsible for Recitals or Issuance of Debt
                  Securities                                                46
SECTION 705.      May Hold Debt Securities                                  47
SECTION 706.      Money Held in Trust                                       47
SECTION 707.      Compensation and Reimbursement                            47
SECTION 708.      Corporate Trustee Required; Eligibility                   48
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                                TABLE OF CONTENTS
                                   (continued)

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SECTION 709.      Resignation and Removal; Appointment of Successor         48
SECTION 710.      Acceptance of Appointment by Successor                    50
SECTION 711.      Merger, Conversion, Consolidation or Succession to
                  Business                                                  51
                                  ARTICLE EIGHT
          HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR
SECTION 801.      Company and Guarantor to Furnish Trustee Names and
                  Addresses of Holders                                      52
SECTION 802.      Preservation of Information; Communications to Holders    52
SECTION 803.      Reports by Trustee                                        52
SECTION 804.      Reports by Company and Guarantor                          53
                                  ARTICLE NINE
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
SECTION 901.      Company May Consolidate, etc., Only on Certain Terms      54
SECTION 902.      Successor Corporation Substituted                         54
SECTION 903.      Guarantor May Consolidate, etc., Only on Certain Terms    55
SECTION 904.      Successor Corporation Substituted                         55
SECTION 905.      Assumption by Guarantor                                   55
                                   ARTICLE TEN
                             SUPPLEMENTAL INDENTURES
SECTION 1001.     Supplemental Indentures without Consent of Holders        57
SECTION 1002.     Supplemental Indentures with Consent of Holders           58
SECTION 1003.     Execution of Supplemental Indentures                      59
SECTION 1004.     Effect of Supplemental Indentures                         59
SECTION 1005.     Notice to Holders                                         60
SECTION 1006.     Conformity with Trust Indenture Act                       60
SECTION 1007.     Reference in Debt Securities to Supplemental Indentures   60
SECTION 1008.     Subordination Unimpaired                                  60
                                 ARTICLE ELEVEN
                                    COVENANTS
SECTION 1101.     Payment of Principal, Premium and Interest                61
SECTION 1102.     Maintenance of Office or Agency                           61
SECTION 1103.     Money for Debt Securities Payments to Be Held in Trust    61
SECTION 1104.     Investment Company Act                                    63
SECTION 1105.     Officers' Certificate as to Default                       63
                                 ARTICLE TWELVE
                          REDEMPTION OF DEBT SECURITIES
SECTION 1201.     Applicability of Article                                  64
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                                TABLE OF CONTENTS
                                   (continued)

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SECTION 1202.     Election to Redeem, Notice to Trustee                     64
SECTION 1203.     Selection by Trustee of Debt Securities to Be Redeemed    64
SECTION 1204.     Notice of Redemption                                      65
SECTION 1205.     Deposit of Redemption Price                               65
SECTION 1206.     Debt Securities Payable on Redemption Date                66
SECTION 1207.     Debt Securities Redeemed in Part                          66
                                ARTICLE THIRTEEN
                                  SINKING FUNDS
SECTION 1301.     Applicability of Article                                  67
SECTION 1302.     Satisfaction of Sinking Fund Payments with Debt
                  Securities                                                67
SECTION 1303.     Redemption of Debt Securities for Sinking Fund            67
                                ARTICLE FOURTEEN
                                   DEFEASANCE
SECTION 1401.     Applicability of Article                                  69
SECTION 1402.     Defeasance Upon Deposit of Moneys or U.S. Government
                  Obligations                                               69
SECTION 1403.     Deposited Moneys and U.S. Government Obligations To
                  Be Held in Trust                                          71
SECTION 1404.     Repayment to Company                                      71
                                 ARTICLE FIFTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS
SECTION 1501.     Applicability of Article                                  72
SECTION 1502.     Repayment of Debt Securities                              72
SECTION 1503.     Exercise of Option                                        72
SECTION 1504.     When Debt Securities Surrendered for Repayment Become
                  Due and Payable                                           73
SECTION 1505.     Debt Securities Repaid in Part                            73
                                 ARTICLE SIXTEEN
                        SUBORDINATION OF DEBT SECURITIES
SECTION 1601.     Agreement to Subordinate                                  74
SECTION 1602.     Default on Senior Indebtedness                            74
SECTION 1603.     Liquidation; Dissolution; Bankruptcy                      75
SECTION 1604.     Subrogation                                               76
SECTION 1605.     Trustee to Effectuate Subordination                       77
SECTION 1606.     Notice by the Company and the Guarantor                   77
SECTION 1607.     Rights of the Trustee; Holders of Senior Indebtedness     78
SECTION 1608.     Subordination May Not Be Impaired                         78
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                                      -iv-
<PAGE>
      INDENTURE dated as of ______________, among COUNTRYWIDE FINANCIAL
CORPORATION, a Delaware corporation (hereinafter called the "Company"),
COUNTRYWIDE HOME LOANS, INC., a New York corporation (hereinafter called the
"Guarantor"), each having its principal office at 4500 Park Granada, Calabasas,
CA 91302 and THE BANK OF NEW YORK, a New York corporation (hereinafter called
the "Trustee"), having its Corporate Trust Office at 101 Barclay Street, New
York, New York 10286.

                             RECITALS OF THE COMPANY

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
debentures, notes, bonds or other evidences of indebtedness (herein called the
"Debt Securities"), to be issued in one or more series as in this Indenture
provided.

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

                            RECITALS OF THE GUARANTOR

      The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the Guarantees provided herein and the
endorsement of such Guarantees on the Debt Securities. All things necessary to
make this Indenture a valid agreement of the Guarantor, in accordance with its
terms, have been done.

      This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this Indenture
and, to the extent applicable, shall be governed by such provisions.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the Debt
Securities by the Holders thereof, it is covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Debt Securities or of series
thereof, as follows:


                                       1
<PAGE>
                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            SECTION 101. Definitions.

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

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

            (2) all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

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

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

            Certain terms, used principally in Article Seven, are defined in
that Article.

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

            "Additional Provisions" has the meaning specified in Section 1601.

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

            "Board of Directors" means either the board of directors of the
Company or the Guarantor, as the case may be, or the executive or any other
committee of that board duly authorized to act in respect hereof.

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


                                      -2-
<PAGE>
            "Business Day", when with respect to any Place of Payment, unless
otherwise specified in a Board Resolution, and an Officers' Certificate, or in a
supplemental indenture, means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in an applicable Place of
Payment or the city in which the Trustee's Corporate Trust Office is located or
in New York, New York or Los Angeles, California are authorized or obligated by
law, executive order or regulation to remain closed.

            For purposes of Section 311(b)(4) of the Trust Indenture Act, the
term "cash transaction" means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or
securities in currency or in checks or other orders drawn upon the banks or
bankers and payable upon demand.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or
if at any time after the execution of this instrument such commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.

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

            "Company Request", "Company Order", "Guarantor Request" and
"Guarantor Order" mean, respectively, a written request or order signed in the
name of the Company or the Guarantor, as the case may be, by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company or the Guarantor, as the case may be, and
delivered to the Trustee.

            "Components", with respect to a composite currency, means the
currency amounts that are components of such composite currency on the
Conversion Date with respect to such composite currency. If the official unit of
any component currency is altered by way of combination or subdivision, the
amount of such currency in the Component shall be proportionately divided or
multiplied. If two or more component currencies are consolidated into a single
currency, the amounts of those currencies as Components shall be replaced by an
amount in such single currency equal to the sum of the amounts of such
consolidated component currencies expressed in such single currency, and such
amount shall thereafter be a Component. If after such Conversion Date any
component currency shall be divided into two or more currencies, the amount of
such currency as a Component shall be replaced by amounts of such two or more
currencies, each of which shall be equal to the amount of such former component
currency divided by the number of currencies into which such component currency
was divided, and such amounts shall thereafter be Components.

            "Conversion Date", with respect to a composite currency, has the
meaning specified in Section 311.

            "Corporate Trust Office" means the corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which office


                                      -3-
<PAGE>
at the date of execution of this instrument is located at 101 Barclay Street,
New York, New York 10286.

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

            "Current Stated Principal Maturity" has the meaning specified in
Section 312.

            "Debt Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Debt Securities authenticated and
delivered under this Indenture.

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

            "Discharged" has the meaning specified in Section 1402.

            "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.

            "Event of Default" has the meaning specified in Section 601.

            "Exchange Rate" means, unless otherwise specified in accordance with
Section 301, (a) with respect to Dollars in which payment is to be made on a
series of Debt Securities denominated in a composite currency, the exchange rate
between Dollars and such composite currency reported by the agency or
organization, if any, designated pursuant to Section 301(11) on the applicable
Regular or Special Record Date with respect to an Interest Payment Date or the
fifteenth day immediately preceding the Maturity of an installment of principal,
or on such other date provided herein, as the case may be; (b) with respect to
Dollars in which payment is to be made on a series of Debt Securities
denominated in a Foreign Currency, the noon Dollar buying rate for that currency
for cable transfers quoted by the Exchange Rate Agent in The City of New York on
the Regular or Special Record Date with respect to an Interest Payment Date or
the fifteenth day immediately preceding the Maturity of an installment of
principal, or on such other date provided herein, as the case maybe, as
certified for customs purposes by the Federal Reserve Bank of New York and (c)
with respect to Foreign Currency in which payment is to be made on a series of
Debt Securities converted into Dollars pursuant to Section 311(d), the noon
Dollar selling rate for that currency for cable transfers quoted by the Exchange
Rate Agent in The City of New York on the second Business Day preceding an
Interest Payment Date or the second Business Day preceding the Maturity of an
installment of principal, or on such other date provided herein, as the case may
be, as certified for customs purposes by the Federal Reserve Bank of New York.
If for any reason such rates are not available with respect to one or more
currencies for which an Exchange Rate is required, the Company shall use such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more commercial banks in The City of
New York or in the country of issue of the currency in question, or such other
quotations as the Company, in each case, shall deem appropriate. If there is
more than one market for dealing in any currency by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such currency
shall be the largest market upon which a nonresident issuer of securities
designated in such currency would purchase such currency in order to make
payments in respect of such securities.


                                      -4-
<PAGE>
            "Exchange Rate Agent" means the New York clearing house bank
designated pursuant to Section 301, or any successor thereto.

            "Exchange Rate Officer's Certificate", with respect to any date for
the payment of principal of (and premium, if any) and interest on any series of
Debt Securities, means a certificate setting forth the applicable Exchange Rate
as of the Regular or Special Record Date with respect to an Interest Payment
Date or the fifteenth day immediately preceding the maturity of an installment
of principal, as the case may be, and the amounts payable in Dollars in respect
of the principal of (and premium, if any) and interest on Debt Securities
denominated in any Foreign Currency, and signed by the Chairman of the Board,
the President, any Vice President, any Assistant Vice President, the Treasurer,
any Assistant Treasurer, the Controller or any Assistant Controller of the
Company and delivered to the Trustee.

            "Extension Notice" has the meaning specified in Section 312.

            "Extension Period" has the meaning specified in Section 312.

            "Final Maturity" has the meaning specified in Section 312.

            "Foreign Currency" means any currency, currency unit or composite
currency issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such
governments.

            "Guarantee" means an unconditional guarantee of the payment of the
Debt Securities by the Guarantor, as more fully described in Article Four.

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

            "Holder" means a Person in whose name a Debt Security is registered
in the Security Register.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and, unless the context otherwise requires, shall include the terms of a
particular series of Debt Securities established as contemplated by Section 301.

            The term "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

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

            "Maturity", when used with respect to any Debt Security, means the
date on which the principal of such Debt Security becomes due and payable as
therein or herein


                                      -5-
<PAGE>
provided, whether at the Stated Maturity or by declaration of acceleration,
notice of redemption, notice of option to elect repayment or otherwise.

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the President, any Managing Director, any Vice President, the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company or the Guarantor, as the case
may be, that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may be
an employee of, or counsel to, the Company or the Guarantor, as the case may be,
and who shall be reasonably satisfactory to the Trustee, which is delivered to
the Trustee.

            "Optional Reset Date" has the meaning specified in Section 307(b).

            "Original Issue Discount Security" means, except as otherwise
defined in a Debt Security, any Debt Security which is issued with original
issue discount within the meaning of Section 1273(a) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder.

            "Outstanding", when used with respect to Debt Securities, means, as
of the date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except:

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

                  (ii) Debt Securities for whose payment, redemption or
      repayment money in the necessary amount has been theretofore deposited
      with the Trustee or any Paying Agent (other than the Company or the
      Guarantor) in trust or set aside and segregated in trust by the Company
      (if the Company shall act as its own, or authorize the Guarantor to act
      as, Paying Agent) for the Holders of such Debt Securities; provided,
      however, that if such Debt Securities are to be redeemed, notice of such
      redemption has been duly given pursuant to this Indenture and such Debt
      Securities or provision therefor satisfactory to the Trustee has been
      made; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debt Securities
owned by the Company, the Guarantor or any other obligor upon the Debt
Securities or any Affiliate of the Company, the Guarantor or of such other


                                      -6-
<PAGE>
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon such request,
demand, authorization, direction, notice, consent or waiver, only Debt
Securities which the Trustee knows to be so owned shall be so disregarded. Debt
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 Debt Securities and that the
pledgee is not the Company, the Guarantor or any other obligor upon the Debt
Securities or any Affiliate of the Company, the Guarantor or of such other
obligor. The Trustee shall not be deemed to know that any Debt Securities are so
owned unless it has received written notice of such fact at its Corporate Trust
Office or unless one of its Responsible Officers has actual knowledge thereof.

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

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

            "Place of Payment", when used with respect to the Debt Securities of
any series, unless otherwise specified in a Board Resolution, and an Officers'
Certificate, or in a supplemental indenture, means the office or agency of the
Company in the Borough of Manhattan, The City and State of New York, and such
other place or places, if any, where the principal of (and premium, if any) and
interest on the Debt Securities of that series are payable as specified as
contemplated by Section 301.

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

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

            "Redemption Price", when used with respect to any Debt Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Debt Securities of any series means the date specified for
that purpose as contemplated by Section 301.

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

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


                                      -7-
<PAGE>
            "Required Currency" means the currency in which the Debt Securities
of any series are payable, in accordance with their terms or pursuant to an
election made by one or more Holders pursuant to Section 301 hereof. If,
however, the Required Currency is unavailable for the reasons stated in Section
311(d)(i) or (ii), the Required Currency shall mean U.S. Dollars.

            "Reset Notice" has the meaning specified in Section 307(b).

            "Responsible Officer", when used with respect to the Trustee, means
any officer of the Trustee assigned to its corporate trust department or similar
group and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

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

            For purposes of Section 311(b)(6) of the Trust Indenture Act, the
term "self-liquidating paper" means any draft, bill of exchanges, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company or the
Guarantor or any other obligor upon the Debt Securities for the purpose of
financing the purchase, processing, manufacture, shipment, storage or sale of
goods, wares or merchandise and which is secured by documents evidencing title
to, possession of or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided the security is received by the
Trustee simultaneously with the creation of the creditor relationship with such
Person arising from the making, drawing, negotiation or incurring of the draft,
bill of exchange, acceptance or obligation.

            "Senior Indebtedness" means, with respect to the Company or the
Guarantor, as the case may be, (i) the principal, premium, if any, and interest
in respect of (A) indebtedness of such obligor for money borrowed and (B)
indebtedness evidenced by securities, debentures, bonds or other similar
instruments issued by such obligor; (ii) all capital lease obligations of such
obligor; (iii) all obligations of such obligor issued or assumed as the deferred
purchase price of property, all conditional sale obligations of such obligor and
all obligations of such obligor under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business);
(iv) all obligations of such obligor for the reimbursement on any letter of
credit, banker's acceptance, security purchase facility or similar credit
transaction; (v) all obligations of such obligor to make payment or delivery
pursuant to the terms of financial instruments such as (a) securities contracts
and foreign currency exchange contracts, (b) derivative instruments, such as
swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange rate agreements, options, commodity futures
contracts, commodity option contracts and (c) in the case of both (a) and (b)
above, similar financial instruments, (vi) all obligations of the type referred
to in clauses (i) through (v) of other Persons for the payment of which such
obligor is responsible or liable as obligor, guarantor or otherwise; and (vii)
all obligations of the type referred to in clauses (i) through (vi) of other
Persons secured by any lien on any property or asset of such obligor (whether or
not such obligation is assumed by such obligor), except that Senior Indebtedness
shall not include (1) any such indebtedness that contains express terms, or is
issued under a deed, indenture or other instrument that contains express terms,
providing that it is


                                      -8-
<PAGE>
subordinate to or ranks pari passu with the Securities, and (2) any indebtedness
between or among the Company or the Guarantor and any of its Affiliates,
including all other debt securities and guarantees in respect of those debt
securities.

            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.

            "Stated Maturity", when used with respect to any Debt Security or
any installment of principal thereof or interest thereon, means the date
specified in such Debt Security as the fixed date on which the principal of such
Debt Security or such installment of principal or interest is due and payable.

            "Stated Principal Maturity" means the Stated Maturity for the
payment of principal, or any installment of principal, of any Debt Security.

            "Subsidiary" means any corporation at least a majority of the
outstanding Voting Stock of which shall at the time directly or indirectly be
owned or controlled by the Guarantor, or by one or more Subsidiaries, or by the
Company or one or more Subsidiaries.

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

            "Trust Indenture Act" means the Trust Indenture Act of 1939 and any
reference herein to such Act or a particular provision thereof shall mean such
Act or provision, as the case may be, as amended or replaced from time to time
or as supplemented from time to time by rules or regulations adopted by the
Commission under or in furtherance of the purposes of such Act or provision, as
the case may be.

            "U.S. Government Obligations" has the meaning specified in Section
1402.

            "Voting Stock", as applied to the stock of any corporation, means
stock of any class or classes, however designated, having ordinary voting power
for the election of a majority of the directors of such corporation, other than
stock having such power only by reason of the happening of a contingency.

            SECTION 102. Compliance Certificates and Opinions.

            Upon any application or request by the Company or the Guarantor to
the Trustee to take any action under any provision of this Indenture, the
Company or the Guarantor, as the case may be, shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied wish, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by


                                      -9-
<PAGE>
any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

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

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

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

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

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

            SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

            SECTION 104. Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and


                                      -10-
<PAGE>
evidenced by one or more instruments of substantially similar tenor signed by
such Holders 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 and, where it is
hereby expressly required, to the Company and the Guarantor. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of
the Trustee, the Company and the Guarantor, if made in the manner provided in
this Section.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

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

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Debt Security shall bind every future
holder of the same Debt Security and the Holder of any Debt Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, suffered or omitted by the Trustee or the Company
or the Guarantor in reliance thereon, whether or not notation of such action is
made upon such Debt Security.

            (e) For purposes of determining the aggregate principal amount of
Outstanding Debt Securities of any series the Holders of which are required,
requested or permitted to give any request, demand, authorization, direction,
notice, consent, waiver or take any other Act under this Indenture, each Debt
Security denominated in a Foreign Currency shall be deemed to have a principal
amount determined by an Exchange Rate Agent (as evidenced by a certificate of
such Exchange Rate Agent) by converting the principal amount of such Debt
Security in the Foreign Currency in which such Debt Security is denominated into
Dollars at the Exchange Rate as of 9:00 A.M., New York time, on the date such
Act is delivered to the Trustee and, where it is hereby expressly required, to
the Company (or, if there is no such rate on such date for the reasons specified
in Section 311(d)(i) of the Indenture, such rate on the rate specified in such
Section).

            SECTION 105. Notices, etc., to Trustee, Company and Guarantor.

            Except as provided in Sections 601(4) and (5), any request, demand,
authorization, direction, notice, consent, waiver or other Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

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


                                      -11-


<PAGE>

            (2) the Company or the Guarantor by the Trustee or by any Holder
      shall be sufficient for every purpose hereunder (unless otherwise herein
      expressly provided) if in writing and mailed, first class postage prepaid,
      to the Company or the Guarantor, as the case may be, addressed to it at
      the address of its principal office specified in the first paragraph of
      this instrument or at any other address previously furnished in writing to
      the Trustee by the Company or the Guarantor, as the case may be,
      Attention: Chairman of the Board of Directors, 4500 Park Granada,
      Calabasas, California 91302.

            SECTION 106. Notice to Holders; Waiver.

            Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest data and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to 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 matter, 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 the event of suspension of regular mail service or for any other
reason it shall be impracticable to give such notice by mail, then such a
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

            SECTION 107. Conflict with Trust Indenture Act.

            If any provision hereof limits, qualifies or conflicts with any
duties under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

            SECTION 108. Effect of Headings and Table of Contents.

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

            SECTION 109. Successors and Assigns.

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

            SECTION 110. Separability Clause.

            In case any provision in this Indenture or in the Debt Securities or
the Guarantees 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.

                                      -12-
<PAGE>
            SECTION 111. Benefits of Indenture.

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

            SECTION 112. Governing Law.

            This Indenture, the Debt Securities and the Guarantees shall be
governed by and construed in accordance with the laws of the State of New York
applicable no agreements made and to be performed in said state.

            SECTION 113. Legal Holidays.

            Unless otherwise specifically provided for in the applicable Debt
Securities, in any case where any Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity, Stated Principal
Maturity or Maturity of any Debt Security shall not be a Business Day at any
Place of Payment, then the required payment of principal, premium, if any,
and/or interest need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity, Stated Principal
Maturity or Maturity, and no interest shall accrue on such payment for the
period from and after such Interest Payment Date, Repayment Date, Redemption
Date, sinking fund payment date, Stated Maturity, Stated Principal Maturity or
Maturity, as the case may be, to the next succeeding Business Day.

            SECTION 114. Moneys of Different Currencies to be Segregated.

            The Trustee shall segregate all moneys, funds and accounts held by
the Trustee hereunder in one currency from any moneys, funds or accounts in any
other currencies, notwithstanding any provision herein which would otherwise
permit the Trustee to commingle such amounts.

            SECTION 115. Payment to Be in Proper Currency.

            Each reference in any Debt Security, or in the Board Resolution
relating thereto, to any currency shall be of the essence. The obligation of the
Company or the Guarantor, as the case may be, to make any payment of principal
of (and premium, if any) and interest on any Debt Security shall not be
discharged or satisfied by any tender by the Company or the Guarantor, as the
case may be, or recovery by the Trustee, in any currency other than the Required
Currency, except to the extent than such tender or recovery shall result in the
Trustee timely holding the full amount of the Required Currency then due and
payable. If any such tender or recovery is in a currency other than the Required
Currency, the Trustee may take such actions as it considers appropriate to
exchange such currency for the Required Currency. The costs and risks of any
such exchange, including without limitation the risks of delay and exchange rate
fluctuation, shall be borne by the Company or the Guarantor, as the case may be,
and the Company or the Guarantor, as the case may be, shall remain fully liable
for any shortfall or delinquency in the

                                      -13-
<PAGE>
full amount of Required Currency then due and payable, and in no circumstances
shall the Trustee be liable therefor. The Company and the Guarantor each hereby
waives any defense of payment based upon any such tender or recovery which is
not in the Required Currency, or which, when exchanged for the Required Currency
by the Trustee, is less than the full amount of Required Currency then due and
payable.

            Any costs incurred by or on behalf of the Company or the Guarantor,
as the case may be (other than costs incurred by the Trustee that are passed on
to the Company as provided above) in correction with the conversion of any
Foreign Currency to Dollars pursuant to an election made by a Holder in
accordance with Section 301 shall be borne by the Holder making such an election
through deduction from payments required to be made to such Holder pursuant to
the terms of this Indenture.

                                      -14-
<PAGE>
                                  ARTICLE TWO

                     FORMS OF DEBT SECURITIES AND GUARANTEES

            SECTION 201. Forms Generally.

            The Debt Securities and the Guarantees relating thereto shall have
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification or designation and such legends or endorsements
placed thereon, as the Company or the Guarantor, as the case may be, may deem
appropriate and as are not inconsistent with the provisions of this Indenture,
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange on
which any of the Debt Securities may be listed, or to conform to usage, all as
determined by the officers executing such Debt Securities, as conclusively
evidenced by their execution of such Debt Securities.

            The Trustee's certificate of authentication shall be in
substantially the form set forth in Section 203.

            SECTION 202. Forms of Debt Securities and Guarantees.

            Each Debt Security and the related Guarantee shall be in one of the
forms approved from time to time by or pursuant to a Board Resolution and an
Officers' Certificate or one or more indentures supplemental hereto which shall
set forth the information required by Section 301. If the form for a series of
Debt Securities or the related Guarantees is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company or
the Guarantor, as the case may be, and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the form for such
series.

            SECTION 203. Form of Trustee's Certificate of Authentication.

            The form of the Trustee's certificate of authentication to be borne
by the Debt Securities shall be substantially as follows:

                                      -15-
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    THE BANK OF NEW YORK,
                                             as Trustee

                                    By:_____________________________
                                             Authorized Signatory

            SECTION 204. CUSIP Numbers.

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

                                      -16-
<PAGE>
                                 ARTICLE THREE

                               THE DEBT SECURITIES

            SECTION 301. Amount Unlimited; Issuable in Series.

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

            The Debt Securities may be issued in one or more series. There shall
be established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, with such notification to the Trustee in advance of the issuance of the
Debt Securities of any Series as may be agreed upon by the parties hereto:

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

            (2) the limit, if any, upon the aggregate principal amount of the
      Debt Securities of the series which may be authenticated and delivered
      under this Indenture (except for Debt Securities authenticated and
      delivered upon registration or, transfer of, or in exchange for, or in
      lieu of, other Debt Securities of the series pursuant to Section 304, 305,
      306, 1007 or 1207);

            (3) the date or dates, or the method or methods, if any, by which
      such date or dates shall be determined or extended, on which the principal
      of the Debt Securities of the series is payable;

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

            (5) the place or places, if any, in addition to or other than the
      office or agency of the Company in the Borough of Manhattan, The City of
      New York and State of New York, where the principal of (and premium, if
      any) and interest on Debt Securities of the series shall be payable, any
      Debt Securities may be surrendered for registration of transfer or
      exchange and notices or demands to or upon the Company or the Guarantor in
      respect of such Debt Securities and related Guarantees and this Indenture
      may be served;

            (6) the period or periods within which or the date or dates on
      which, if any, the price or prices at which and the terms and conditions
      upon which Debt Securities of the series may be redeemed, in whole or in
      part, at the option of the Company;

                                      -17-
<PAGE>
            (7) the obligation, if any, of the Company to redeem, repay or
      purchase Debt Securities of the series pursuant to any sinking fund or
      analogous provisions or at the option of the Holders thereof, and the
      period or periods within which, the price or prices at which and the other
      terms and conditions upon which Debt Securities of the series shall be
      redeemed, repaid or purchased, in whole or in part, pursuant to such
      obligation;

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

            (9) if other than the principal amount thereof, the portion of the
      principal amount of Debt Securities of the series which shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 602;

            (10) provisions, if any, for the defeasance of Debt Securities of
      the series;

            (11) (A) the currency of denomination of the Debt Securities of any
      series, which may be in Dollars or any Foreign Currency, (B) if such Debt
      Securities are denominated in a Foreign Currency which is a composite
      currency, the agency or organization, if any, responsible for overseeing
      such composite currency and (C) if such Debt Securities are denominated in
      a Foreign Currency other than a composite currency, the capital city of
      the country of such Foreign Currency;

            (12) the designation of the currency or currencies in which payment
      of the principal of (and premium, if any) and interest on the Debt
      Securities of the series will be made, and, if such currency or currencies
      is a Foreign Currency, whether payment of the principal (and premium, if
      any) or the interest on such Debt Securities, at the election of a Holder
      thereof, may instead be payable in Dollars and the terms and conditions
      upon which such election may be made;

            (13) any additional Events of Default or restrictive covenants
      provided for with respect to Debt Securities of the series;

            (14) any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture), including any terms
      which may be required or advisable under United States laws or regulations
      or advisable in connection wish the marketing of Debt Securities of the
      series;

            (15) if the Debt Securities of such series are to be denominated or
      payable in a Foreign Currency, the designation of the initial Exchange
      Rate Agent and, if other than as set forth herein, the definition of the
      Exchange Rate;

            (16) the form of Debt Securities of such series and, if issuable in
      global form, the name of the depository with respect thereto and the terms
      upon which and the circumstances under which such Notes may be exchanged;
      and

            (17) the ability, if any, of the Holder of a Debt Security to renew
      all or any portion of a Debt Security.

                                      -18-
<PAGE>
            All Debt Securities of any one series shall be substantially
identical except as to the currency of payments due thereunder, denomination,
the rate or rates of interest, if any, and Maturity and except as may otherwise
be provided in or pursuant to such Board Resolution and set forth in such
Officers' Certificate or in any such indenture supplemental hereto. In addition,
all Debt Securities of any one series need not be issued at the same time and,
unless otherwise so provided by the Company, a series may be reopened for
issuance of additional Debt Securities of such series or to establish additional
terms of such series of Debt Securities.

            If any of the terms of a series of Debt Securities is established by
an action taken pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.

            SECTION 302. Denominations.

            Unless otherwise specified in a supplemental indenture, the Debt
Securities of each series shall be issuable in registered form without coupons
in such denominations as shall be specified in accordance with the requirements
of Section 301. In the absence of any such provisions with respect to the Debt
Securities of any series, the Debt Securities of such series shall be issuable
in denominations of $1,000 or any integral multiple thereto. Debt Securities
denominated in a Foreign Currency shall be issuable in such denominations as are
established with respect to such Debt Securities in or pursuant to this
Indenture.

            SECTION 303. Execution, Authentication, Delivery and Dating.

            (a) The Debt Securities shall be executed on behalf of the Company
by its Chairman of the Board, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Debt
Securities may be manual or facsimile.

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

            (b) At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series executed by the Company, with the related Guarantees endorsed thereon by
the Guarantor, to the Trustee for authentication, together with a Company Order
for the authentication and delivery of each such series of such Debt Securities,
and the Trustee in accordance with the Company Order shall authenticate and
deliver such Debt Securities. The Trustee shall be entitled to receive, prior to
the authentication and delivery of such Debt Securities, the supplemental
indenture or the Board Resolution by or pursuant to which the form and terms of
such Debt Securities have been approved (and, if such form or terms are
approved, pursuant to a Board Resolution, an Officers' Certificate approving
such terms and form), an Officers' Certificate as to the absence of any event
which is, or after

                                      -19-
<PAGE>
notice or lapse of time or both would become, an Event of Default, and an
Opinion of Counsel stating that:

            (1) all instruments furnished by the Company to the Trustee in
      connection with the authentication and delivery of such Debt Securities
      conform to the requirements of this Indenture and constitute sufficient
      authority hereunder for the Trustee to authenticate and deliver such Debt
      Securities;

            (2) the form and terms of such Debt Securities have been established
      in conformity with the provisions of this Indenture;

            (3) in the event that the form or terms of such Debt Securities have
      been established in a supplemental indenture the execution and delivery of
      such supplemental indenture have been duly authorized by all necessary
      corporate action of the Company, such supplemental indenture has been duly
      executed and delivered by the Company and, assuming due authorization,
      execution and delivery by the Trustee, will constitute a legal, valid and
      binding obligation enforceable against the Company in accordance with its
      terms, subject to applicable bankruptcy, insolvency and similar laws
      affecting creditors' rights generally and subject, as to enforceability,
      to general principles of equity (regardless of whether enforcement is
      sought in a proceeding in equity or at law);

            (4) the execution and delivery of such Debt Securities have been
      duly authorized by all necessary corporate action of the Company and such
      Debt Securities have been duly executed by the Company, and, assuming due
      authentication by the Trustee and delivery by the Company, will constitute
      the legal, valid and binding obligations of the Company enforceable
      against the Company in accordance with their terms, entitled to the
      benefit of the Indenture, subject to applicable bankruptcy, insolvency and
      similar laws affecting creditors' rights generally and subject, as to
      enforceability, to general principles of equity (regardless of whether
      enforcement is sought in a proceeding in equity or at law);

            (5) that all laws and requirements hereunder in respect of the
      execution and delivery by the Company of such Debt Securities have been
      complied with; and

            (6) such other matters as the Trustee may reasonably request.

            (c) If all the Debt Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel and
Officers' Certificates at the time of issuance of each Debt Security, but such
opinion and certificate, with appropriate modifications, shall be delivered at
or before the time of issuance of the first Debt Security of such series. Any
request by the Company that the Trustee authenticate Debt Securities of such
series will be deemed to be a certification by the Company that (i) all
conditions precedent provided for in this Indenture relating to the
authentication and delivery of such Debt Securities have been complied with and
(ii) there has not occurred an event which is, or after notice or lapse of time
or both, would become an Event of Default.

            Notwithstanding the above, if the terms of Debt Securities are to be
established pursuant to a supplemental indenture, the Company shall deliver to
the Trustee, together with

                                      -20-
<PAGE>
such supplemental indenture, the Opinion of Counsel referred to in subsection
(b), above, and the Officers' Certificate, referred to in subsection (b), above,
regarding the absence of an Event of Default.

            (d) The Trustee shall not be required to authenticate such Debt
Securities if the issuance of such Debt Securities pursuant to this Indenture
will affect the Trustee's own rights, duties or immunities under the Debt
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee or if the Trustee determines that such authentication
may not lawfully be made or if the Trustee reasonably determines that such
authentication would be prejudicial to the Holders of Outstanding Debt
Securities.

            (e) Each Debt Security shall be dated the date of its
authentication.

            (f) No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debt Security a certificate of authentication substantially in the form provided
for herein duly executed by the Trustee by manual signature of one of its
authorized officers, and such certificate upon any Debt Security shall be
conclusive evidence, and the only evidence, that such Debt Security has been
duly authenticated and delivered hereunder and is entitled to the benefits of
this Indenture.

            SECTION 304. Temporary Debt Securities.

            Pending the preparation of definitive Debt Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Debt Securities which are printed, lithographed, or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Debt Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Debt Securities may determine, as conclusively evidenced
by their execution of such Debt Securities.

            Except in the case of temporary Debt Securities in global form,
which shall be exchanged in accordance with the provisions thereof, if temporary
Debt Securities of any series are issued, the Company will cause definitive Debt
Securities of such series to be prepared without unreasonable delay. After the
preparation of definitive Debt Securities of such series, the temporary Debt
Securities of such series shall be exchangeable for definitive Debt Securities
of such series upon surrender of the temporary Debt Securities of such series at
the office or agency of the Company or the Guarantor in a Place of Payment for
such series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Debt Securities of any series, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Debt Securities (having the Guarantees duly
endorsed thereon) of the same series of authorized denominations and of the same
Stated Maturity. Unless otherwise specified as contemplated by Section 301 with
respect to temporary Debt Securities in global form until so exchanged, the
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series.

                                      -21-
<PAGE>
            SECTION 305. Registration, Registration of Transfer and Exchange.

            The Company shall cause to be kept at one of its offices or agencies
maintained pursuant to Section 1102 a register (the register maintained in such
office being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Debt Securities and of transfers of Debt
Securities. Said office or agency is hereby appointed "Security Registrar" for
the purpose of registering Debt Securities and transfers of Debt Securities as
herein provided.

            Upon surrender for registration of transfer of any Debt Security of
any series at the office or agency of the Company maintained for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Debt
Securities (having the Guarantees duly endorsed thereon) of the same series of
any authorized denomination or denominations, of like tenor and aggregate
principal amount.

            Unless otherwise specified as contemplated by Section 301 with
respect to Debt Securities in global form at the option of the Holder, Debt
Securities of any series may be exchanged for other Debt Securities of the same
series containing identical terms and provisions of any authorized denomination
or denominations, of like aggregate principal amount, upon surrender of the Debt
Securities to be exchanged at such office or agency. Whenever any Debt
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Debt Securities (having the
Guarantees duly endorsed thereon) which the Holder making the exchange is
entitled to receive.

            Notwithstanding the foregoing, unless otherwise specified as
contemplated in Section 301, any global Debt Security shall be exchangeable for
definitive Debt Securities only if (i) the depository is at any time unwilling,
unable or ineligible to continue as Depository and a successor depository is not
appointed by the Company within 60 days of the date the Company is so informed
in writing, (ii) the Company executes and delivers to the Trustee a Company
Order to the effect that such global Debt Security shall be so exchangeable, or
(iii) an Event of Default has occurred and is continuing with respect to the
Debt Securities. If the beneficial owners of interests in a global Debt Security
are entitled to exchange such interests for definitive Debt Securities, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Debt Securities in such form and denominations as are
required by or pursuant to this Indenture, and of the same series, containing
identical terms and in aggregate principal amount equal to the principal amount
of, such global Debt Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such global Debt Security
shall be surrendered from time to time by the depository specified in the
Company Order with respect thereto, and in accordance with instructions given to
the Trustee and such depository, as the case may be (which instructions shall be
in writing but need be contained in or accompanied by an Officers' Certificate
or be accompanied by an Opinion of Counsel), as shall be specified in the
Company Order with respect thereto to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or in part, for definitive Debt
Securities as described above without charge. The Trustee shall authenticate and
make available for delivery, in exchange for each

                                      -22-
<PAGE>
portion of such surrendered global Debt Security, a like aggregate principal
amount of definitive Debt Securities of the same series of authorized
denominations and of like tenor as the portion of such global Debt Security to
be exchanged; provided, however, that no such exchanges may occur during a
period beginning at the opening of business 15 days before any selection of Debt
Securities of the same series and continuing identical terms to be redeemed and
ending on the relevant Redemption Date. Promptly following any such exchange in
part, such global Debt Security shall be returned by the Trustee to such
Depository. If a Debt Security is issued in exchange for any portion of a global
Debt Security after the close of business at the office or agency of the Company
for such Debt Security where such exchange occurs on or after (i) any Regular
Record Date for such Debt Security and before the opening of business at such
office or agency on the next Interest Payment Date, or (ii) any Special Record
Date for such Debt Security and before the opening of business at such office or
agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Debt Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Debt Security shall be
payable in accordance with the provisions of this Indenture.

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

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

            No service charge shall be made for any registration of transfer or
exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer, registration of transfer or exchange of Debt
Securities, other than exchanges pursuant to Section 304, 1007 or 1207 not
involving any transfer.

            Except as otherwise provided in or pursuant to this Indenture the
Company shall not be required (i) to issue, register the transfer of or exchange
Debt Securities of any particular series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Debt Securities of such series selected for redemption under
Section 1203 and ending at the close of business on the day of such mailing,
(ii) to register the transfer of or exchange any Debt Security called for
redemption in whole or in part, except the unredeemed portion of any Debt
Security being redeemed in part, or (iii) to issue, register the transfer of or
exchange any Debt Security which has been surrendered for repayment at the
option of the Holder thereof, except the portion, if any, of such Debt Security
not to be so repaid.

                                      -23-
<PAGE>
            SECTION 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.

            If (i) any mutilated Debt Security is surrendered to the Trustee, or
(ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security, and there is delivered to the
Company, the Guarantor and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Debt Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated Debt
Security or in lieu of any such destroyed, lost or stolen Debt Security, a new
Debt Security (having a Guarantee duly endorsed thereon) containing identical
provisions and of like principal amount bearing a number not contemporaneously
outstanding.

            In case any such mutilated, destroyed, lost or stolen Debt Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Debt Security, pay such Debt Security.

            Upon the issuance of any new Debt Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

            SECTION 307. Payment of Interest; Interest Rights Preserved.

            (a) Unless otherwise specified as contemplated by Section 301,
interest on any Debt Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Debt Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, except that
in the case of a Debt Security issued between a Regular Record Date and the
initial Interest Payment Date relating to such Regular Record Date, interest for
the period beginning on the date of issue and ending on such initial Interest
Payment Date shall be paid to the person to whom such Debt Security shall have
been originally issued. Unless otherwise specified as contemplated by Section
301, at the option of the Company, payment of interest on any Debt Security may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.

                                      -24-
<PAGE>
            Unless otherwise specified as contemplated by Section 301, any
interest on any Debt Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of his having
been such Holder, and such Defaulted Interest may be paid by the Company or the
Guarantor, at its election in each case, as provided in Clause (1) or (2) below:

            (1) The Company or the Guarantor may elect to make payment of any
      Defaulted Interest to the Persons in whose names the Debt Securities of
      such series (or their respective Predecessor Securities) are registered at
      the close of business on a Special Record Date for the payment of such
      Defaulted Interest, which shall be fixed in the following manner. The
      Company or the Guarantor shall notify the Trustee in writing of the amount
      of Defaulted Interest proposed to be paid on each Debt Security of such
      series and the date of the proposed payment, and at the same time the
      Company or the Guarantor, as the case may be, shall deposit with the
      Trustee an amount of money equal to the aggregate amount proposed to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the
      proposed payment, such money when deposited to be held in trust for the
      benefit of the Persons entitled to such Defaulted Interest as in this
      clause provided. Thereupon the Trustee shall fix a Special Record Date for
      the payment of such Defaulted Interest which shall be not more than 15
      days and not less than 10 days prior to the date of the proposed payment
      and not less than 10 days after the receipt by the Trustee of the notice
      of the proposed payment. The Trustee shall promptly notify the Company or
      the Guarantor, as the case may be, of such Special Record Date and, in the
      name and at the expense of the Company or the Guarantor, as the case may
      be, shall cause notice of the proposed payment of such Defaulted Interest
      and the Special Record Date therefor to be mailed, first-class postage
      prepaid, to each Holder of Debt Securities of such series at his address
      as it appears in the Security Register, not less than 10 days prior to
      such Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been mailed as
      aforesaid, such Defaulted Interest shall be paid to the Persons in whose
      names the Debt Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on such Special Record
      Date and shall no longer be payable pursuant to the following clause (2).

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

            (b) The provisions of this Section 307(b) may be made applicable to
any series of Debt Securities issued pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301). The interest rate (or the spread and/or spread multiplier used to
calculate such interest rate, if applicable) on any Debt Security of such series
may be reset by the Company at its option on the date or dates specified in such
Debt Security (each, an "Optional Reset Date"). The Company may exercise such
option with

                                      -25-
<PAGE>
respect to any such Debt Security by notifying the Trustee of such exercise at
least 45 but not more than 60 calendar days prior to an Optional Reset Date for
such Debt Security. If the Company so notifies the Trustee of such exercise, not
later than 40 calendar days prior to such Optional Reset Date the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of such Debt
Security a notice (the "Reset Notice") indicating (i) that the Company has
elected to reset the interest rate (or the spread and/or spread multiplier used
to calculate such interest rate, if applicable), (ii) such new interest rate (or
such new spread and/or spread multiplier, if applicable) and (iii) the
provisions, if any, for redemption by the Company during the period from such
Optional Reset Date to the next Optional Reset Date or, if there is no such next
Optional Reset Date, to the Stated Principal Maturity of such Debt Security
(each such period, a "Subsequent Interest Period"), including the date or dates
on which, or the period or periods during which, and the price or prices at
which such redemption may occur during such Subsequent Interest Period.

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

            If the provisions of Section 307(b) are made applicable to any Debt
Security and the Company notifies the Trustee of the exercise of its option to
reset the interest rate (or the spread and/or spread multiplier used to
calculate such interest rate, if applicable) on such Debt Security on an
Optional Reset Date, the Holder of such Debt Security will have the option to
elect repayment by the Company of such Debt Security on such Optional Reset Date
at a price equal to the principal amount thereof plus any accrued interest to
such Optional Reset Date. In order to obtain repayment of such Debt Security on
such Optional Reset Date, the Holder must follow the procedures set forth in
Section 1503 for repayment at the option of Holders, except that (i) the period
for delivery of such Debt Security or notification to the Trustee shall be at
least 25 but not more than 35 calendar days prior to such Optional Reset Date
and (ii) if the Holder has surrendered such Debt Security for repayment
following receipt of the Reset Notice, the Holder may revoke such surrender for
repayment by written notice to the Trustee received prior to 5:00 P.M., New York
City time, on the tenth calendar day prior to such Optional Reset Date.

            Subject to the foregoing provisions of this Section and Section 305,
each Debt Security delivered under this Indenture upon registration of transfer
of or in exchange for or in

                                      -26-
<PAGE>
lieu of any other Debt Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Debt Security.

            SECTION 308. Persons Deemed Owners.

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

            No holder of any beneficial interest in any global Debt Security
held on its behalf by a depository shall have any rights under this Indenture
with respect to such global Debt Security, and such depository may be treated by
the Company, the Guarantor, the Trustee, and any agent of the Company, the
Guarantor or the Trustee as the owner of such global Debt Security for all
purposes whatsoever. None of the Company, the Guarantor, the Trustee nor any
agent of the Company, the Guarantor or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a global Debt Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

            SECTION 309. Cancellation.

            Unless otherwise provided with respect to a series of Debt
Securities, all Debt Securities surrendered for payment, redemption, repayment,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company or the
Guarantor may at any time deliver to the Trustee for cancellation any Debt
Securities previously authenticated and delivered hereunder which the Company or
the Guarantor may have acquired in any manner whatsoever, and all Debt
Securities so delivered shall be promptly cancelled by the Trustee. No Debt
Securities shall be authenticated in lieu of or in exchange for any Debt
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Debt Securities held by the Trustee shall be
retained by the Trustee for such period as it may, in its sole discretion,
determine unless by a Company Order or a Guarantor Order the Company or the
Guarantor, as the case may be, shall direct that the cancelled Debt Securities
be returned to it.

            SECTION 310. Computation of Interest.

            Except as otherwise specified as contemplated by Section 301 for
Debt Securities of any series, interest on the Debt Securities of each series
shall be computed on the basis of a year of twelve 30-day months.

                                      -27-
<PAGE>
            SECTION 311. Payment in Currencies.

            (a) Payment of the principal of (and premium, if any) and interest
on the Debt Securities of any series shall be made in the currency or currencies
specified pursuant to Section 301; provided that in the case of Debt Securities
of a series denominated in one or more Foreign Currencies the Holder of a Debt
Security of such series may elect to receive such payment in Dollars if
authorized pursuant to Section 301(12).

            A Holder may make such election by delivering to the Trustee a
written notice thereof, substantially in the form attached hereto as Exhibit A
or in such other form as may be acceptable to the Trustee, not later than the
close of business on the Regular or Special Record Date immediately preceding
the applicable Interest Payment Date or the fifteenth day immediately preceding
the Maturity of an installment of principal, as the case may be. Such election
shall remain in effect with respect to such Holder until such Holder delivers to
the Trustee a written notice rescinding such election, provided that any such
notice must be delivered to the Trustee not later than the close of business on
the Regular or Special Record Date immediately preceding the next Interest
Payment Date or the fifteenth day immediately preceding the Maturity of an
installment of principal, as the case may be, in order to be effective for the
payment to be made thereon; and provided, further, that no such rescission may
be made with respect to payments to be made on any Debt Security with respect to
which notice of redemption has been given by the Company pursuant to Article
Twelve or a notice of option to elect repayment has been sent by a Holder or
transferee pursuant to Article Fifteen.

            (b) If at least one Holder has made the election referred to in
subsection (a) above to receive payments in Dollars on a series of Debt
Securities denominated in one or more Foreign Currencies, then the Trustee shall
deliver to the Company, not later than the fourth Business Day after the Regular
or Special Record Date with respect to an Interest Payment Date or the tenth day
immediately preceding the Maturity of an installment of principal, as the case
may be, a written notice specifying the amount of principal of (and premium, if
any) and interest on such series of Debt Securities to be paid in Dollars on
such payment date.

            (c) Except as otherwise specified as contemplated by Section 301
hereof, if at least one Holder has made the election referred to in subsection
(a) above to receive payments in Dollars on a series of Debt Securities
denominated in one or more Foreign Currencies, then the amount receivable by
Holders of a series of Debt Securities who have elected payment in Dollars shall
be determined by the Company on the basis of the applicable Exchange Rate set
forth in the applicable Exchange Rate Officer's Certificate. The Company shall
deliver, not later than the eighth day following each Regular or Special Record
Date or the sixth day immediately preceding the Maturity of an installment of
principal, as the case may be, to the Trustee an Exchange Rate Officer's
Certificate in respect of the payments to be made to such Holders on such
payment date.

            (d) (i) If the Foreign Currency in which a series of Debt Securities
is denominated is not available to the Company for making payment thereof due to
the imposition of exchange controls or other circumstances beyond the control of
the Company, then with respect to each date for the payment of principal of (and
premium, if any) and interest on such series of Debt Securities occurring after
the final date on which the Foreign Currency was so

                                      -28-
<PAGE>
used, all payments with respect to the Debt Securities of any such series shall
be made in Dollars. If payment is to be made in Dollars to the Holders of any
such series of Debt Securities pursuant to the provisions of the preceding
sentence, then the amount to be paid in Dollars on a payment date by the Company
to the Trustee and by the Trustee or any Paying Agent to Holders shall be
determined by an Exchange Rate Agent and shall be equal to the sum obtained by
converting the specified Foreign Currency into Dollars at the applicable
Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date
such rate is quoted.

              (ii) If any composite currency in which a Debt Security is
denominated or payable ceases to be used for the purposes for which it was
established or is not available due to circumstances beyond the control of the
Company, then with respect to each date for the payment of principal of (and
premium, if any) and interest on a series of Debt Securities denominated in such
composite currency (the "Conversion Date") occurring after the last date on
which the composite currency was so used, all payments with respect to the Debt
Securities of any such series shall be made in Dollars. If payment with respect
to Debt Securities of a series denominated in a composite currency is to be made
in Dollars pursuant to the provisions of the preceding sentence, then the amount
to be paid in Dollars on a payment date by the Company to the Trustee and by the
Trustee or any Paying Agent to Holders shall be determined by an Exchange Rate
Agent and shall be equal to the sum of the amounts obtained by converting each
Component of such composite currency into Dollars at its respective Exchange
Rate, multiplied by the number of units of the composite currency that would
have been so paid had the composite currency not ceased to be so used.

            (e) All decisions and determinations of an Exchange Rate Agent
regarding the Exchange Rate or conversion of Foreign Currency (other than a
composite currency) into Dollars pursuant to subsection (d) (i) above or the
conversion of a composite currency into Dollars pursuant to subsection (d) (ii)
shall, in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Company, the Trustee, any Paying Agent and all
Holders of the Debt Securities. If a Foreign Currency (other than a composite
currency) in which payment of a series of Debt Securities may be made, pursuant
to subsection (a) above, is not available to the Company for making payments
thereof due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company, after learning thereof, will give
notice thereof to the Trustee immediately (and the Trustee promptly thereafter
will give notice to the Holders in the manner provided in Section 106)
specifying the last date on which the Foreign Currency was used for the payment
of principal of (and premium, if any) or interest on such series of Debt
Securities. In the event any composite currency in which a Debt Security is
denominated or payable ceases to be used for the purposes for which it was
established or is not available due to circumstances beyond the control of the
Company, the Company, after learning thereof, will give notice thereof to the
Trustee immediately (and the Trustee promptly thereafter will give notice to the
Holders in the manner provided in Section 106). In the event of any subsequent
change in any Component, the Company, after learning thereof, will give notice
to the Trustee similarly (and the Trustee promptly thereafter will give notice
to the Holders in the manner provided in Section 106). The Trustee shall be
fully justified and protected in relying and acting upon the information so
received by it from the Company and shall not otherwise have any duty or
obligation to determine such information independently.

            SECTION 312. Optional Extension of Stated Principal Maturity.

                                      -29-
<PAGE>
            The provisions of this Section 312 may be made applicable to any
series of Debt Securities issued pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301). The Stated Principal Maturity of any Debt Security of such series
may be extended by the Company at its option for the period or periods specified
in such Debt Security (each such period, an "Extension Period") up to but not
beyond the date (the "Final Maturity") specified in such Debt Security. The
Company may exercise such option with respect to any such Debt Security by
notifying the Trustee of such exercise at least 45 but not more than 60 calendar
days prior to the Stated Principal Maturity of such Debt Security then in effect
(the "Current Stated Principal Maturity"). If the Company so notifies the
Trustee of such exercise, not later than 40 calendar days prior to the Current
Stated Principal Maturity the Trustee shall transmit, in the manner provided for
in Section 106, to the Holder of such Debt Security a notice (the "Extension
Notice") indicating (i) that the Company has elected to extend the Current
Stated Principal Maturity, (ii) the new Stated Principal Maturity and the Final
Maturity, (iii) the interest rate (or the spread and/or spread multiplier used
to calculate such interest rate, if applicable) applicable to the Extension
Period and (iv) the provisions, if any, for redemption by the Company during
such Extension Period, including the date or dates on which, or the period or
periods during which, and the price or prices at which such redemption may occur
during such Extension Period. Upon the Trustee's transmittal of the Extension
Notice to the Holder of such Debt Security, the Current Stated Principal
Maturity of such Debt Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next two paragraphs,
such Debt Security will have the same terms as prior to the transmittal of such
Extension Notice.

            Notwithstanding the foregoing, not later than 20 calendar days prior
to the Current Stated Principal Maturity of such Debt Security, the Company may,
at its option, revoke the interest rate (or the spread and/or spread multiplier
used to calculate such interest rate, if applicable) provided for in the
Extension Notice and establish an interest rate (or a spread and/or spread
multiplier used to calculate such interest rate, if applicable) that is higher
than the interest rate (or the spread and/or spread multiplier, if applicable)
provided for in the Extension Notice for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 106, notice of such
higher interest rate (or such higher spread and/or spread multiplier, if
applicable) to the Holder of such Debt Security. Such notice shall be
irrevocable. All Debt Securities with respect to which the Current Stated
Principal Maturity is extended, and with respect to which the Holders of such
Debt Securities have not surrendered such Debt Securities for repayment (or have
validly revoked any such surrender), will bear such higher interest rate (or
such higher spread and/or spread multiplier, if applicable).

            If the provisions of this Section 312 are made applicable to any
Debt Security and the Company notifies the Trustee of the exercise of its option
to extend the Current Stated Principal Maturity of such Debt Security, the
Holder of such Debt Security will have the option to elect repayment of such
Debt Security by the Company on the Current Stated Principal Maturity at a price
equal to the principal amount thereof plus any accrued interest to the Current
Stated Principal Maturity. In order to obtain repayment of such Debt Security on
the Current Stated Principal Maturity, the Holder must follow the procedures set
forth in Section 1503 for repayment at the option of Holders, except that (i)
the period for delivery of such Debt Security or notification to the Trustee
shall be at least 25 but not more than 35 calendar days prior to the Current
Stated Principal Maturity and (ii) if the Holder has surrendered such Debt
Security for

                                      -30-
<PAGE>
repayment following receipt of the Extension Notice, the Holder may revoke such
surrender for repayment prior to 5:00 P.M., New York City time, on the tenth
calendar day prior to the Current Stated Principal Maturity.

                                      -31-
<PAGE>
                                  ARTICLE FOUR

                          GUARANTEES OF DEBT SECURITIES

            SECTION 401. Unconditional Guarantee.

            The Guarantor hereby unconditionally guarantees to each Holder of a
Debt Security authenticated and delivered by the Trustee the due and punctual
payment of the principal of and premium, if any, and any interest on such Debt
Security and the due and punctual payment of the sinking fund payments, if any,
provided for pursuant to the terms of such Debt Security, when and as the same
shall become due and payable, whether at maturity, by acceleration, redemption
or otherwise, in accordance with the terms of such Debt Security and of this
Indenture. In case of the failure of the Company punctually to pay any such
principal, premium, interest or sinking fund payment, the Guarantor hereby
agrees to cause any such payment to be made punctually when and as the same
shall become due and payable, whether at maturity, upon acceleration, redemption
or otherwise, and as if such payment were made by the Company.

            The Guarantor hereby agrees that its obligations hereunder shall be
as principal and not merely as surety, and shall be absolute, irrevocable and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Debt Security or this Indenture, any
failure to enforce the provisions of any such Debt Security or this Indenture,
or any waiver, modification, consent or indulgence granted to the Company with
respect thereto by the Holder of such Debt Security or the Trustee, the recovery
of any judgment against the Company or any action to enforce the same, or any
other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to any such
Debt Security or the indebtedness evidenced thereby and all demands whatsoever,
and covenants that the Guarantees will not be discharged except by payment in
full of the principal of and premium, if any, and interest on, and any sinking
fund payments required with respect to, the Debt Securities and the complete
performance of all other obligations contained in the Debt Securities.

            The Guarantor shall be subrogated to all rights of the Holder of any
Debt Security against the Company in respect of any amounts paid to such Holder
by the Guarantor pursuant to the provisions of the Guarantees; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation until the
principal of and premium, if any, and interest on, and any sinking fund payments
required with respect to, all Debt Securities of the same series shall have been
paid in full.

            SECTION 402. Execution, Authentication and Delivery.

            To evidence the Guarantees to the Holders specified in Section 401,
the Guarantor hereby agrees to execute a Guarantee on each Debt Security
authenticated and delivered by the Trustee. The Guarantees shall be executed on
behalf of the Guarantor by its Chairman of the Board, one of its Vice Chairmen,
its President or one of its Vice Presidents, under its corporate

                                      -32-
<PAGE>
seal reproduced thereon, and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Guarantees may be
manual or facsimile.

            Guarantees bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Guarantor shall bind the
Guarantor notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Guarantees or
did not hold such offices au the date of such Guarantees. The delivery by the
Trustee of a Debt Security with such a Guarantee endorsed thereon shall, after
the authentication of such Debt Security hereunder, constitute due delivery of
such Guarantee on behalf of the Guarantor.

            No Guarantee endorsed on any Debt Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on the Debt Security on which such Guarantee is endorsed a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature.


                                      -33-
<PAGE>
                                  ARTICLE FIVE

                           SATISFACTION AND DISCHARGE

         SECTION 501. Satisfaction and Discharge of Indenture.

         This Indenture shall upon a Company Request or a Guarantor Request
cease to be of further effect with respect to any series of Debt Securities
specified therein (except as to any surviving rights of registration of transfer
or exchange of Debt Securities of such series herein expressly provided for and
rights to receive payments of principal, premium and interest thereon) and the
Trustee, at the expense of the Company and the Guarantor, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

         (1) either

                  (A) all Debt Securities of such series theretofore
         authenticated and delivered (other than (i) Debt Securities of such
         series which have been destroyed, lost or stolen and which have been
         replaced or paid as provided in Section 306 and (ii) Debt Securities of
         such series for whose payment money in the Required Currency has
         theretofore been deposited in trust or segregated and held in trust by
         the Company and thereafter repaid to the Company or discharged from
         such trust, as provided in Section 1103) have been delivered to the
         Trustee for cancellation; or

                  (B) all Debt Securities of such series not theretofore
         delivered to the Trustee for cancellation

                           (i) have become due and payable, or

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

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

         and the Company or the Guarantor, in the case of (i), (ii) or (iii)
         above, has irrevocably deposited or caused to be deposited with the
         Trustee as trust funds in trust for the purpose an amount in the
         Required Currency sufficient to pay and discharge the entire
         indebtedness on such Debt Securities for principal (and premium, if
         any) and interest to the date of such deposit (in the case of Debt
         Securities which become due and payable) or to the Stated Maturity or
         Redemption Date, as the case may be;

         (2) the Company or the Guarantor has paid or caused to be paid all
other sums payable hereunder by the Company and the Guarantor with respect to
the Outstanding Debt Securities of such series; and


                                      -34-
<PAGE>
                  (3) the Company and the Guarantor have each delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel each stating
         that all conditions precedent herein provided for relating to the
         satisfaction and discharge of this Indenture as to such series have
         been complied with.

         In the event that there are Debt Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of the Indenture only if requested to do so with
respect to the Debt Securities of such series as to which it is Trustee and if
the other conditions thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Debt Securities, the obligations of the Company and the
Guarantor pursuant to Section 115, the obligations of the Company and the
Guarantor to the Trustee under Section 707 and, if money shall have been
deposited with the Trustee pursuant to Subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 502 and the last paragraph
of Section 1103 shall survive.

         SECTION 502. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1103, all
money deposited with the Trustee pursuant to Section 501 shall be held in trust
and applied by it, in accordance with the provisions of the Debt Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.


                                      -35-
<PAGE>
                                  ARTICLE SIX

                                    REMEDIES

         SECTION 601. Events of Default.

         "Event of Default", wherever used herein with respect to Debt
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law, pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or
governmental body):

                  (1) default in the payment of any interest upon any Debt
         Security of such series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Debt Security of such series at its Maturity; or

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

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

                  (5) if an event of default as defined in any mortgage,
         indenture or instrument under which there may be issued, or by which
         there may be secured or evidenced, any indebtedness for borrowed money
         of the Company, the Guarantor or any Subsidiary (including this
         Indenture), whether such indebtedness now exists or shall hereafter be
         created, shall happen and shall result in such indebtedness in an
         amount in excess of $100,000,000 becoming or being declared due and
         payable prior to the date on which it would otherwise become due and
         payable; and such acceleration shall not be rescinded or annulled for a
         period of 10 days after there has been given, by registered or
         certified mail, to the Company and the Guarantor by the Trustee or to
         the Company, the Guarantor and the Trustee by the Holders of at least
         25% in aggregate principal amount of the Outstanding Debt Securities of
         such series, a written notice specifying such event of default and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                                      -36-
<PAGE>
                  (6) the entry of a decree or order for relief in respect of
         the Company or the Guarantor by a court having jurisdiction in the
         premises in an involuntary case under the Federal bankruptcy laws, as
         now or hereafter constituted, or any other Federal or State bankruptcy,
         insolvency or other similar law, or appointing a receiver, liquidator,
         assignee, custodian, trustee, sequestrator (or other similar official)
         of the Company or the Guarantor or of any substantial part of its
         property, or ordering the winding up or liquidation of its affairs, and
         the continuance of any such decree or order unstayed and in effect for
         a period of 90 consecutive days; or

                  (7) the commencement by the Company or the Guarantor of a
         voluntary case under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State bankruptcy,
         insolvency or other similar law, or the consent by it to the entry of
         an order for relief in an involuntary case under any such law or to the
         appointment of a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or other similar official) of the Company or the
         Guarantor or of any substantial part of its property, or the making by
         it of an assignment for the benefit of creditors, or the admission by
         it in writing of its inability to pay its debts generally as they
         become due, or the taking of any corporate action in furtherance of any
         of the foregoing; or

                  (8) any other Event of Default provided with respect to the
         Debt Securities of such series.

                  SECTION 602. Acceleration of Maturity; Rescission and
         Annulment.

         If an Event of Default with respect to Debt Securities of any series at
the time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in aggregate principal amount of
Outstanding Debt Securities of such series may declare the principal amount (or,
if the Debt 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 the Debt Securities of such series to be due and payable
immediately, by a notice in writing to the Company and the Guarantor (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Debt Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of such series, by written notice to the Company,
the Guarantor and the Trustee, may rescind and annul such declaration and its
consequences if

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

                  (A) all overdue installments of interest on all Debt
            Securities of such series,

                                      -37-
<PAGE>
                  (B) the principal of (and premium, if any, on) any Debt
            Securities of such series which have become due otherwise than by
            such declaration of acceleration and interest thereon at the rate or
            rates prescribed therefor in such Debt Securities,

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

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


            (2) all Events of Default with respect to Debt Securities of such
      series, other than the non-payment of the principal of Debt Securities of
      such series which have become due solely by such declaration of
      acceleration, have been cured or waived as provided in Section 613.

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

            SECTION 603. Collection of Indebtedness and Suits for Enforcement by
      Trustee.

            The Company and the Guarantor covenant that if:

            (1) default is made in the payment of any installment of interest on
      any Debt Security when such interest becomes due and payable and such
      default continues for a period of 30 days, or

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Debt Security at the Maturity thereof or otherwise,

the Company or the Guarantor will, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of such Debt Securities, the amount then
due and payable on such Debt Securities for principal (and premium, if any) and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest upon the overdue principal (and premium, if any) and upon
overdue installments of interest, at the rate or rates prescribed therefor in
such Debt Securities; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         If the Company or the Guarantor fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so due
and unpaid, and may prosecute such proceeding to judgment or final decree, and
may enforce the same against the Company or the Guarantor or any other obligor
upon such Debt Securities and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or the
Guarantor or any other obligor upon such Debt Securities, wherever situated.

                                      -38-
<PAGE>
         If an Event of Default with respect to Debt Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the holders of Debt Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         SECTION 604. Trustee May File Proofs of Claim.

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

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Debt Securities of such 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 the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel) and of the Holders allowed in such judicial
         proceeding, and

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each
Holder (i) to make such payments to the Trustee, and (ii) in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 707.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Debt
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         SECTION 605. Trustee May Enforce Claims without Possession of Debt
Securities.

         All rights of action and claims under this Indenture or the Debt
Securities or the related Guarantees may be prosecuted and enforced by the
Trustee without the possession of any of the Debt Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name, as trustee of an express


                                      -39-
<PAGE>
trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Debt Securities in respect of which such judgment has been recovered.

         SECTION 606. Application of Money Collected.

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

                  FIRST: To the payment of all amounts due the Trustee under
         Section 707;

                  SECOND: To the payment of all Senior Indebtedness of the
         Company if and to the extent required by Article Sixteen hereof;

                  THIRD: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Debt Securities,
         in respect of which or for the benefit of which such money has been
         collected ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Debt Securities for
         principal (and premium, if any) and interest, respectively. The Holders
         of each series of Debt Securities denominated in a Foreign Currency
         shall be entitled to receive a ratable portion of the amount determined
         by an Exchange Rate Agent by converting the principal amount
         Outstanding of such series of Debt Securities in the currency in which
         such series of Debt Securities is denominated into Dollars at the
         Exchange Rate as of the date of declaration of acceleration of the
         Maturity of the Debt Securities (or, if there is no such rate on such
         date for the reasons specified in Section 311(d) of the Indenture, such
         rate on the date specified in such Section); and

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

         SECTION 607. Limitation on Suits.

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

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

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

                                      -40-
<PAGE>
                  (3) such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

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

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount at maturity of the Outstanding Debt
         Securities of such series;

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

         SECTION 608. Unconditional Right of Holders to Receive Principal,
Premium (if any) and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Debt Security on the respective Stated Maturity or
Maturities expressed in such Debt Security (or, in the case of redemption, on
the Redemption Date or, in the case of repayment, on the Repayment Date) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

         SECTION 609. Restoration of Rights and Remedies.

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

         SECTION 610. Rights and Remedies Cumulative.

         Except as otherwise provided in Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders 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.

                                      -41-
<PAGE>
         SECTION 611. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Debt
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

         SECTION 612. Control by Holders.

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

                  (1) if the Trustee being advised by counsel shall determine
         that the action so directed may not lawfully be taken, or if the
         Trustee in good faith shall, by a Responsible Officer or Officers of
         the Trustee, determine that the proceedings would be illegal or in
         conflict with this Indenture or involve it in personal liability; and

                  (2) subject to the provisions of Section 701, if the Trustee
         in good faith shall, by a Responsible Officer or Responsible Officers
         of the Trustee, determine that the proceeding so directed would be
         unjustly prejudicial to the Holders of Debt Securities of such series
         not joining in any such direction, and the Trustee may take any other
         action deemed proper by the Trustee which is not inconsistent with such
         direction.

         SECTION 613. Waiver of Past Defaults.

         The Holders of not less than a majority in aggregate principal amount
of the Outstanding Debt Securities of any series may on behalf of the Holders of
all the Debt Securities of any such series waive any past default hereunder with
respect to such series and its consequences, except a default

         (a) in the payment of the principal of (or premium, if any) or interest
on any Debt Security of such series, or

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

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

                                      -42-
<PAGE>
         SECTION 614. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Debt
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, 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
Trustee, to any suit instituted by any Holder, or group of Holders, holding more
than 10% in aggregate principal amount of the Outstanding Debt Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Debt
Security on or after the respective Stated Maturity or Maturities expressed in
such Debt Security (or, in the case of redemption or repayment, on or after the
related Redemption Date or Repayment Date, as the case may be).

         SECTION 615. Waiver of Stay or Extension Laws.

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

                                      -43-
<PAGE>
                                  ARTICLE SEVEN

                                   THE TRUSTEE

         SECTION 701. Certain Duties and Responsibilities.

         (a) With respect to Debt Securities of any series, except during the
continuance of an Event of Default with respect to the Debt Securities of such
series,

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

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

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

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

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

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

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

         (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for


                                      -44-
<PAGE>
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

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

         SECTION 702. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to Debt Securities of any series, the Trustee shall transmit by mail to
all Holders of Debt Securities of such series, as their names and addresses
appear in the Security Register, notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Debt Security of such series or in the
payment of any sinking fund installment with respect to Debt Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of Debt
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 601(4) with respect to Debt
Securities of such series no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Debt Securities of such
series.

         SECTION 703. Certain Rights of Trustee.

         Subject to Sections 315(a) through (d) of the Trust Indenture Act:

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

         (b) any request or direction of the Company or the Guarantor mentioned
herein shall be sufficiently evidenced by a Company Request, Company Order,
Guarantor Request or Guarantor Order and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

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

                                      -45-
<PAGE>
         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders of Debt Securities pursuant to this Indenture, unless such
Holders shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the company or the Guarantor relevant to the
facts or matters that are the subject of its inquiry, personally or by agent or
attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

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

         (h) the Trustee shall not be charged with knowledge of any Event of
Default with respect to the Debt Securities of any series for which it is acting
as Trustee unless either (1) a Responsible Officer of the Trustee shall have
actual knowledge of the Event of Default or (2) written notice of such Event of
Default shall have been given to the Trustee by the Company or the Guarantor or
any other obligor on such Debt Securities or by any Holder of such Debt
Securities;

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

         (j) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed by it to act
hereunder.

         SECTION 704. Not Responsible for Recitals or Issuance of Debt
Securities.

         The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company or the Guarantor, as the case may be, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Debt Securities of any
series or the related Guarantees. The Trustee shall not be accountable for the
use or application by the Company or the Guarantor of any Debt Securities or the
proceeds thereof.

                                      -46-
<PAGE>
         SECTION 705. May Hold Debt Securities.

         The Trustee, any Paying Agent, the Security Registrar or any other
agent of the Company or the Guarantor, in its individual or any other capacity,
may become the owner or pledgee of Debt Securities, and, subject to Sections
310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company
and the Guarantor with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.

         SECTION 706. Money Held in Trust.

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

         SECTION 707. Compensation and Reimbursement.

         The Company and the Guarantor agree

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

         (2) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including those incurred in
connection with any application to the Commission for a stay pursuant to Section
310(b) of the Trust Indenture Act (whether or not granted) and the reasonable
compensation and the reasonable expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

         (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense (including attorneys' fees and expenses) incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this trust or performance of its duties
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

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

                                      -47-
<PAGE>
         SECTION 708. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder that is a corporation
eligible to act as such pursuant to the terms of the Trust Indenture Act and
that has a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of 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. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

         SECTION 709. Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 710.

         (b) The Trustee may resign at any time with respect to the Debt
Securities of one or more series by giving written notice thereof to the Company
and the Guarantor. If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation (or notice of removal pursuant to the following paragraph
(c)), the resigning Trustee may, at the cost of the Company, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Debt Securities of such series.

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

         (d) If at any time:

                  (1) the Trustee shall fail to comply with the obligations
         imposed upon it under Section 310(b) of the Trust Indenture Act with
         respect to the Debt Securities of any series after written request
         therefor by the Company or the Guarantor or by any Holder who has been
         a bona fide Holder of a Debt Security of such series for at least six
         months, or

                  (2) the Trustee shall cease to be eligible under Section 708
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or a decree
         or order for relief by a court having jurisdiction in the premises
         shall have been entered in respect of the Trustee in an involuntary
         case under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State bankruptcy,
         insolvency or similar law; or a decree or order by a court having
         jurisdiction in the premises shall have been entered for the
         appointment of a receiver, custodian, liquidator, assignee, trustee,
         seques-trator (or other similar official) of the Trustee or of its
         property or affairs, or any public


                                      -48-
<PAGE>
         officer shall take charge or control of the Trustee or of its property
         or affairs for the purpose of rehabilitation, conservation, winding up
         or liquidation; or

                  (4) the Trustee shall commence a voluntary case under the
         Federal bankruptcy laws, as now or hereafter constituted, or any other
         applicable Federal or State bankruptcy, insolvency or similar law or
         shall consent to the appointment of or taking possession by a receiver,
         custodian, liquidator, assignee, trustee, sequestrator (or other
         similar official) of the Trustee or its property or affairs, or shall
         make an assignment for the benefit of creditors, or shall admit in
         writing its inability to pay its debts generally as they become due, or
         shall take corporate action in furtherance of any such action,

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

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debt Securities of one or more series, the Company or the
Guarantor, by or pursuant to a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Debt Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Debt Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Debt Securities of any particular series) and shall comply with the applicable
requirements of Section 710. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Debt Securities of any series shall be appointed by Act of the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of such series delivered to the Company, the Guarantor and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to the
Debt Securities of such series and to that extent supersede the successor
Trustee appointed by the Company if no successor Trustee with respect to the
Debt Securities of any series shall have been so appointed by the Company or the
Guarantor or the Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Debt Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Debt Securities of such
series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Debt Securities of any series and each
appointment of a successor Trustee with respect to the Debt Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Debt Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

                                      -49-
<PAGE>
         SECTION 710. Acceptance of Appointment by Successor.

         (a) In the case of an appointment hereunder of a successor Trustee with
respect to all Debt Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company, the Guarantor and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company, the Guarantor or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder, subject to its lien, if any, provided for in Section 707.

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

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

                                      -50-
<PAGE>
         (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

         SECTION 711. Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Debt Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities. In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee, by merger, conversion or
consolidation, may authenticate and deliver such Debt Securities, in either its
own name or that of its predecessor Trustee, with the full force and effect
which this Indenture provides for the certificate of authentication of the
Trustee.


                                      -51-
<PAGE>

                                 ARTICLE EIGHT

        HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

      SECTION 801. Company and Guarantor to Furnish Trustee Names and Addresses
                   of Holders.

      In accordance with Section 312(a) of the Trust Indenture Act, the Company
and the Guarantor will furnish or cause to be furnished to the Trustee with
respect to Debt Securities of each series for which it acts as Trustee:

      (a) semiannually, not more than 15 days after the Regular Record Date in
respect of the Debt Securities of such series or on June 30 and December 31 of
each year with respect to each series of Debt Securities for which there are no
Regular Record Dates, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such Regular Record
Date or June 15 or December 15, as the case may be, and

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

provided, however, that if and so long as the Trustee shall be the Security
Registrar for Debt Securities of a series, no such list need be furnished with
respect to such series of Debt Securities.

      SECTION 802. Preservation of Information; Communications to Holders.

      (a) The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

      (b) Every Holder of Debt Securities, by receiving and holding the same,
agrees with the Company, the Guarantor and the Trustee that neither the Company,
the Guarantor nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 312 of the Trust Indenture Act, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.

      SECTION 803. Reports by Trustee.

      (a) Within 120 days after December 31 of each year commencing with the
first December 31 after the first issuance of Securities pursuant to this
Indenture the Trustee shall transmit to the Holders of Securities, in the manner
and to the extent provided in Section 313(c) of the Trust Indenture Act, a brief
report based as of such December 31, if required by Section 313(a) of the Trust
Indenture Act. The Trustee also shall comply with Section 313(b) of the Trust
Indenture Act and shall transmit to Holders such other reports, if any, as may
be required pursuant to the Trust Indenture Act.



                                      -52-
<PAGE>
      (b) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture
Act.

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

      SECTION 804. Reports by Company and Guarantor.

      The Company and the Guarantor, pursuant to Section 314(a) of the Trust
Indenture Act, will:

            (1) file with the Trustee, within 15 days after the Company or the
      Guarantor, as the case may be, is required to file the same with the
      Commission, copies of the annual reports and of the information, documents
      and other reports (or copies of such portions of any of the foregoing as
      the Commission may from time to time by rules and regulations prescribe)
      which the Company or the Guarantor may be required to file with the
      Commission pursuant to Section 13 or Section 15(d) of the Securities
      Exchange Act of 1934; or, if the Company or the Guarantor is not required
      to file information, documents or reports pursuant to either of said
      Sections, then it will file with the Trustee and the Commission, in
      accordance with rules and regulations prescribed from time to time by the
      Commission, such of the supplementary and periodic information, documents
      and reports which may be required pursuant to Section 13 of the Securities
      Exchange Act of 1934 in respect of a security listed and registered on a
      national securities exchange as may be prescribed from time to time in
      such rules and regulations;

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

            (3) transmit by mail to all Holders, as their names and addressees
      appear in the Security Register, within 30 days after the filing thereof
      with the Trustee, in the manner and to the extent provided in Section
      313(c) of the Trust Indenture Act, such summaries of any information,
      documents and reports required to be filed by the Company or the Guarantor
      pursuant to paragraphs (1) and (2) of this Section as may be required by
      rules and regulations prescribed from time to time by the Commission.





                                      -53-
<PAGE>
                                  ARTICLE NINE

               CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

      SECTION 901. Company May Consolidate, etc., Only on Certain Terms.

      The Company shall not consolidate with or merge into any other corporation
or convey or transfer its properties and assets substantially as an entirety to
any Person, unless:

            (1) the corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance or transfer
      the properties and assets of the Company substantially as an entirety
      shall be a corporation organized and existing under the laws of the United
      States of America, any political subdivision thereof or any State thereof
      and shall expressly assume, by an indenture supplemental hereto, executed
      and delivered to the Trustee, in form satisfactory to the Trustee, the due
      and punctual payment of the principal of (and premium, if any) and
      interest on all the Debt Securities and the performance of every covenant
      of this Indenture on the part of the Company to be performed or observed;

            (2) immediately after giving effect to 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;

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel each stating that such
      consolidation, merger, conveyance or transfer and such supplemental
      indenture comply with this Article and that all conditions precedent
      herein provided for relating to such transaction have been complied with;
      and

            (4) the Guarantor has delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that the Guarantor's
      obligations hereunder shall remain in full force and effect thereafter.

      SECTION 902. Successor Corporation Substituted.

      Upon any consolidation with or merger into any other corporation, or any
conveyance or transfer of the properties and assets of the Company substantially
as an entirety in accordance with Section 901, the successor corporation formed
by such consolidation or into which the Company is merged or the successor
Person to which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein, and thereafter the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Debt Securities.

      SECTION 903. Guarantor May Consolidate, etc., Only on Certain Terms.

      The Guarantor shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:



                                      -54-
<PAGE>
            (1) the corporation formed by such consolidation or into which the
      Guarantor is merged or the Person which acquires by conveyance or transfer
      the properties and assets of the Guarantor substantially as an entirety
      shall be a corporation organized and existing under the laws of the United
      States of America, any political subdivision thereof or any State thereof
      and shall expressly assume, by an indenture supplemental hereto, executed
      and delivered to the Trustee, in form satisfactory to the Trustee, the
      Guarantees endorsed on the Debt Securities and the performance of every
      covenant of this Indenture on the part of the Guarantor to be performed or
      observed;

            (2) immediately after giving effect to 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;

            (3) the Guarantor has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel each stating that such
      consolidation, merger, conveyance or transfer and such supplemental
      indenture comply with this Article and that all conditions precedent
      herein provided for relating to such transaction have been complied with.

      SECTION 904. Successor Corporation Substituted.

      Upon any consolidation with or merger into any other corporation, or any
conveyance or transfer of the properties and assets of the Guarantor
substantially as an entirety in accordance with Section 903, the successor
corporation formed by such consolidation or into which the Guarantor is merged
or the successor Person to which such conveyance or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Guarantor under this Indenture with the same effect as if such successor had
been named as the Guarantor herein, and thereafter the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Guarantees.

      SECTION 905. Assumption by Guarantor.

      The Guarantor, or a Subsidiary thereof, may directly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest on all the Debt Securities and the
performance of every covenant of this Indenture on the part of the Company to be
performed or observed. Upon any such assumption, the Guarantor or such
Subsidiary shall succeed to, and be substituted for and may exercise every right
and power of, the Company under this Indenture with the same effect as if the
Guarantor or such Subsidiary had been named as the Company herein and the
Company shall be released from its liability as obligor on the Debt Securities.
No such assumption shall be permitted unless the Guarantor has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such assumption and supplemental indenture comply with this Article, and that
all conditions precedent herein provided for relating to such transaction have
been complied with and that, in the event of assumption by a Subsidiary, the
Guarantees remain in full force and effect.






                                      -55-
<PAGE>
                                  ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

      SECTION 1001. Supplemental Indentures without Consent of Holders.

      Without the consent of any Holders, the Company and the Guarantor, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

            (1) to evidence the succession of another corporation to the Company
      or the Guarantor and the assumption by such successor of the obligations
      and covenants of the Company or the Guarantor herein and in the Debt
      Securities or the related Guarantees, as the case may be; or

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

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

            (4) to add or change any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the issuance of Debt
      Securities in bearer form, registrable or not registrable as to principal,
      and with or without interest coupons; or

            (5) to change or eliminate any of the provisions of this Indenture,
      provided that any such change or elimination shall either (i) become
      effective only when there is no Debt Security Outstanding of any series
      created prior to the execution of such supplemental indenture which is
      entitled to the benefit of such provision or (ii) shall neither (A) apply
      to any Debt Security of any series created prior to the execution of such
      supplemental indenture and entitled to the benefit of such provision nor
      (B) modify the rights of the Holder of any such Debt Security with respect
      to such provision; or

            (6) to establish the form or terms of Debt Securities of any series
      as permitted by Sections 202 and 301; or

            (7) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Debt 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 710; or

            (8) to secure the Debt Securities; or



                                      -56-
<PAGE>
            (9) to cure any ambiguity, to correct or supplement any provision
      herein which may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture which shall not be inconsistent
      with any provision of this Indenture, provided such other provisions shall
      not adversely affect the interests of the Holders of Debt Securities of
      any series in any material respect; or

            (10) to modify, eliminate or add to the provisions of this Indenture
      to such extent as shall be necessary to effect the qualification of this
      Indenture under the Trust Indenture Act or under any similar federal
      statute hereafter enacted and to add to this Indenture such other
      provisions as may be expressly required under the Trust Indenture Act; or

            (11) to effect the assumption by the Guarantor or a Subsidiary
      thereof pursuant to Section 905.

      SECTION 1002. Supplemental Indentures with Consent of Holders.

      With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Debt Securities of each series affected by
such supplemental indenture, by Act of said Holders delivered to the Company,
the Guarantor and the Trustee, the Company and the Guarantor, when authorized by
a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture of such
Debt Securities; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Debt Security affected
thereby,

            (1) change the Stated Principal Maturity (except as permitted
      pursuant to Section 312 hereof) of the principal of, or change the Stated
      Maturity of any installment of interest on, any Debt Security, or reduce
      the principal amount thereof or, except as permitted pursuant to Section
      307(b) hereof, the interest thereon or any premium payable upon redemption
      or repayment thereof, or reduce the amount of the principal of an Original
      Issue Discount Security that would be due and payable upon a declaration
      of acceleration of the Maturity thereof pursuant to Section 602, or
      adversely affect any right of repayment at the option of a Holder of any
      Debt Security, or reduce the amount of, or postpone the date fixed for,
      any payment under any sinking fund or analogous provisions of any Debt
      Security, or change any Place of Payment, or the coin or currency or
      currency unit in which any Debt Security or the interest thereon is
      payable, or change or eliminate the rights of a Holder under Section 311,
      or impair the right to institute suit for the enforcement of any such
      payment on or after the Stated Maturity thereof (or, in the case of
      redemption or repayment, on or after the Redemption Date or the Repayment
      Date, as the case may be), or

            (2) reduce the percentage in aggregate principal amount of the
      Outstanding Debt Securities of any series, the consent of whose Holders is
      required for any such supplemental indenture, or the consent of whose
      Holders is required for any waiver (of






                                      -57-
<PAGE>
      compliance with certain provisions of this Indenture or certain defaults
      hereunder and their consequences) provided for in this Indenture, or

            (3) modify any of the provisions of this Section or Section 613,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Outstanding Debt Security affected thereby,
      or

            (4) modify or effect in any manner adverse to the Holders the terms
      and conditions of the obligations of the Guarantor in respect of the due
      and punctual payments of principal of, or premium, if any, or interest on,
      or sinking fund requirements, if any, with respect to, the Debt
      Securities.

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

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

      SECTION 1003. Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 315 of the Trust Indenture Act) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

      SECTION 1004. Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Debt Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

      SECTION 1005. Notice to Holders.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture under Section 1002 of this Article, the Company shall
transmit by mail a notice, setting forth in general terms the substance of such
supplemental indenture, to all Holders of Debt Securities, as the names and
addresses of such Holders appear on the Security Register for each series of
Debt Securities.



                                      -58-
<PAGE>
      SECTION 1006. Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

      SECTION 1007. Reference in Debt Securities to Supplemental Indentures.

      Debt Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Debt Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Debt Securities of such
series.

      SECTION 1008. Subordination Unimpaired.

      This Indenture may not be amended to alter the subordination of any of the
Outstanding Debt Securities without the written consent of each holder of Senior
Indebtedness then outstanding that would be adversely affected thereby.



                                      -59-
<PAGE>
                                 ARTICLE ELEVEN

                                    COVENANTS

      SECTION 1101. Payment of Principal, Premium and Interest.

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

      SECTION 1102. Maintenance of Office or Agency.

      The Company or the Guarantor will maintain in each Place of Payment for
any series of Debt Securities an office or agency where Debt Securities may be
presented or surrendered for payment, where Debt Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company or the Guarantor in respect of the Debt Securities and this
Indenture may be served. The Company or the Guarantor will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company or the Guarantor shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company and the Guarantor hereby appoint the Trustee as the agent to receive all
presentations, surrenders, notices and demands.

      The Company or the Guarantor may also from time to time designate one or
more other offices or agencies (in or outside of such Place of Payment) where
the Debt Securities of one or more series may be presented or surrendered for
any or all of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company or the Guarantor of their obligation to maintain
an office or agency in each Place of Payment for any series of Debt Securities,
for such purposes. The Company or the Guarantor will give prompt written notice
to the Trustee of any such designation and any change in the location of any
such other office or agency.

      Unless otherwise set forth in, or pursuant to, a Board Resolution or
indenture supplemental hereto with respect to a series of Debt Securities, the
Company and the Guarantor hereby initially designate as the Place of Payment for
each series of Debt Securities, the Borough of Manhattan, The City and State of
New York, and initially appoint the Trustee at its Corporate Trust Office as the
Company's office or agency for each such purpose in such city.

      SECTION 1103. Money for Debt Securities Payments to Be Held in Trust.

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



                                      -60-
<PAGE>
      Whenever the Company shall have one or more Paying Agents with respect to
any series of Debt Securities, it will, prior to or on each due date of the
principal (and premium, if any) or interest on any Debt Securities of such
series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

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

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

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

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

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

      Unless otherwise specified as contemplated by Section 301, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Debt Security of any series and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request (or if deposited by the Guarantor, paid
to the Guarantor or Guarantor Request), or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Debt Security shall
thereafter, as an unsecured general creditor, look only to the Company and the
Guarantor for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English



                                      -61-
<PAGE>
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City and State of New York, and each Place of
Payment with respect to Debt Securities of the series with respect to which such
moneys are so held or cause to be mailed to each such Holder, or both, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company or the Guarantor, as the case may be.

      SECTION 1104. Investment Company Act.

      The Company will not take any action if as a result thereof it would be
required to register as an investment company under the Investment Company Act
of 1940, as amended.

      SECTION 1105. Officers' Certificate as to Default.

      The Company and the Guarantor will each deliver to the Trustee, on or
before a date not more than four months after the end of their fiscal year
ending after the date hereof, an Officers' Certificate from their principal
executive officer, principal financial officer or principal accounting officer,
stating whether or not to the best knowledge of the signers thereof the Company
or the Guarantor, as the case may be, is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder), and, if the Company or the Guarantor, as the case may be, shall be
in default, specifying all such defaults and the nature thereof of which they
may have knowledge.

      The Company and the Guarantor will deliver written notice to the Trustee
five days after any officer thereof has knowledge of the occurrence of any event
which with the giving of notice or the lapse of time or both would become an
Event of Default under Subsection (5) of Section 601.






                                      -62-
<PAGE>


                                 ARTICLE TWELVE

                          REDEMPTION OF DEBT SECURITIES

            SECTION 1201. Applicability of Article.

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

            SECTION 1202. Election to Redeem, Notice to Trustee.

            The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Debt Securities of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Debt Securities
of such series to be redeemed. In the case of any redemption of Debt Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Debt Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.

            SECTION 1203. Selection by Trustee of Debt Securities to Be
Redeemed.

            If less than all the Debt Securities of any series are to be
redeemed, the particular Debt Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Debt Securities of such series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Debt Securities of such series or any integral
multiple thereof) of the principal amount of Debt Securities of such series of a
denomination larger than the minimum authorized denomination for Debt Securities
of such series.

            The Trustee shall promptly notify the Company in writing of the Debt
Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Debt Securities shall
relate, in the case of any Debt Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Debt Security which has
been or is to be redeemed.

            SECTION 1204. Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Debt Securities to be redeemed, at his address appearing
in the Security Register.


                                      -63-
<PAGE>
            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

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

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

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

            (6) that the redemption is in connection with a sinking fund, if
      such is the case, and

            (7) if applicable, the CUSIP number for such Debt Security.

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

            SECTION 1205. Deposit of Redemption Price.

            On or prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1103) an amount
of money in the currency in which the Debt Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Debt Securities
of such series and except, if applicable, as provided in Section 311) sufficient
to pay the Redemption Price of, and (unless otherwise specified pursuant to
Section 301 for the Debt Securities of such series and the Redemption Date is an
Interest Payment Date) accrued interest on, all the Debt Securities or portion
thereof, as the case may be, which are to be redeemed on that date.

            SECTION 1206. Debt Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Debt
Securities so to be redeemed shall become due and payable and shall be paid by
the Company on the Redemption Date and at the Redemption Price therein specified
and on and after such Redemption Date (unless the Company shall default in the
payment of the Redemption Price and any accrued interest in respect of such Debt
Securities on such Redemption Date) such Debt Securities shall, if the same were
interest bearing, cease to bear interest. Upon surrender of any such Debt
Security for redemption in accordance with said notice, the Redemption Price of
such Debt Security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to


                                      -64-
<PAGE>
the Redemption Date; provided, however, that installments of interest, if any,
on an Interest Payment Date that is prior to the Redemption Date (or, if
specified pursuant to Section 301, that is on the Redemption Date) shall be
payable (but without interest thereon, unless the Company shall default in
payment thereof) to the Holder of such Debt Security, or one or more Predecessor
Securities, registered as such at 5:00 P.M., New York City time, on the relevant
Record Date according to its or their terms and the provisions of Section 307.

            If any Debt Security called for redemption shall not be so paid upon
surrender thereof, the Redemption Price shall, until paid, bear interest from
the Redemption Date at the rate of interest (or the manner of calculating the
rate of interest) applicable to such Debt Security on the day prior to the
Redemption Date or, in the case of an Original Issue Discount Security, at the
yield to maturity of such Original Issue Discount Security.

            SECTION 1207. Debt Securities Redeemed in Part.

            Any Debt Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Debt Security without
service charge, a new Debt Security or Debt Securities (having a Guarantee duly
endorsed thereon) of the same series and Stated Maturity, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Debt Security
so surrendered. If a Debt Security in global form is so surrendered, the Company
shall execute, and the Trustee shall authenticate and deliver to the depository
for such global Debt Security, without service charge, a new Debt Security in
global form in a denomination equal to and in exchange for the unredeemed
portion of the principal of the global Debt Security so surrendered.


                                      -65-
<PAGE>
                                ARTICLE THIRTEEN

                                  SINKING FUNDS

            SECTION 1301. Applicability of Article.

            The provisions of this Article shall be applicable to any sinking
fund for the retirement of Debt Securities of a series except as otherwise
specified as contemplated by Section 301 for Debt Securities of such series.

            The minimum amount of any sinking fund payment provided for by the
terms of Debt 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 Debt Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Debt Securities
of any series, the amount of any cash sinking fund payment may be subject to
reduction as provided in Section 1302. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

            SECTION 1302. Satisfaction of Sinking Fund Payments with Debt
Securities.

            The Company (1) may deliver Outstanding Debt Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Debt Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Debt Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Debt Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Debt Securities of such series required
to be made pursuant to the terms of such Debt Securities as provided for by the
terms of such series; provided that such Debt Securities have not been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

            SECTION 1303. Redemption of Debt Securities for Sinking Fund.

            Not less than 60 days prior to each sinking fund payment date for
any series of Debt Securities (unless a shorter period shall be satisfactory to
the Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash, the portion thereof, if any, which is to be
satisfied by crediting Debt Securities of than series pursuant to Section 1302
and, prior to or concurrently with the delivery of such Officers' Certificate,
will also deliver to the Trustee any Debt Securities to be so credited and not
theretofore delivered to the Trustee. Not less than 45 days (unless a shorter
period shall be satisfactory to the Trustee) before each such sinking fund
payment date the Trustee shall select the Debt Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1203 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section


                                      -66-
<PAGE>
1204. Such notice having been duly given, the redemption of such Debt Securities
shall be made upon the terms and in the manner stated in Sections 1205, 1206 and
1207.




                                      -67-
<PAGE>
                                ARTICLE FOURTEEN

                                   DEFEASANCE

            SECTION 1401. Applicability of Article.

            If, pursuant to Section 301, provision is made for the defeasance of
Debt Securities of a series, then the provisions of this Article shall be
applicable except as otherwise specified as contemplated by Section 301 for Debt
Securities of such series.

            SECTION 1402. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations.

            At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations with respect to
Debt Securities of any series on the 91st day after the applicable conditions
set forth below have been satisfied or (b) the Company shall cease to be under
any obligation to comply with any term, provision or condition set forth in
Section 901, with respect to Debt Securities of any series at any time after the
applicable conditions set forth below have been satisfied:

            (1) the Company shall have deposited or caused to be deposited
      irrevocably with the Trustee as trust funds in trust, specifically pledged
      as security for, and dedicated solely to, the benefit of the Holders of
      the Debt Securities of such series (i) money in the Required Currency in
      an amount, or (ii) in the case of Debt Securities denominated in Dollars,
      U.S. Government Obligations (as defined below), which through the payment
      of interest and principal in respect thereof in accordance with their
      terms will provide (without any reinvestment of such interest or
      principal), not later than one day before the due date of any payment,
      money in an amount, or (iii) a combination of (i) and (ii) sufficient, in
      the opinion (with respect to (ii) and (iii) of a nationally recognized
      firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee at or prior to the time of
      such deposit, to pay and discharge each installment-of principal
      (including any mandatory sinking fund Payments) of, and premium, if any,
      and interest on, the Outstanding Debt Securities of such series on the
      dates such installments of interest, premium or principal are due;

            (2) the Company shall have delivered to the Trustee an Officers'
      Certificate certifying as to whether the Debt Securities of such series
      are then listed on the New York Stock Exchange;

            (3) if the Debt Securities of such series are then listed on the New
      York Stock Exchange, the Company shall have delivered to the Trustee an
      Opinion of Counsel to the effect that the Company's exercise of its option
      under this Section would not cause such Debt Securities to be delisted;

            (4) no Event of Default or event (including such deposit) which,
      with notice or lapse of time, or both, would become an Event of Default
      with respect to the Debt Securities of such series shall have occurred and
      be continuing on the date of such



                                      -68-
<PAGE>
      deposit as evidenced to the Trustee in an Officers' Certificate delivered
      to the Trustee concurrently with such deposit;

            (5) the Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that (and containing no assumption or qualification)
      (i) Holders of the Debt Securities of such series will not recognize
      income, gain or loss for Federal income tax purposes as a result of the
      Company's exercise of its option under this Section and will be subject to
      Federal income tax on the same amount and in the same manner and at the
      same time as would have been the case if such option had not been
      exercised, and, in the case of the Debt Securities of such series being
      Discharged, accompanied by a ruling to that effect received from or
      published by the Internal Revenue Service (it being understood that (A)
      such Opinion shall also state that such ruling is consistent with the
      conclusions reached in such Opinion and (B) the Trustee shall be under no
      obligation to investigate the basis or correctness of such ruling) and
      (ii) all conditions precedent to the Discharge pursuant to this Section
      have been complied with;

            (6) the Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that the Company's exercise of its option under this
      provision will not cause any violation of the Investment Company Act of
      1940, as amended, on the part of the Company, the trust, the trust funds
      representing the Company's deposit or the Trustee; and

            (b) the Company shall have paid or duly provided for payment of all
amounts then due to the Trustee pursuant to Section 707.

            "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Debt Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Debt Securities of such series (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of Holders of Debt Securities of such series to
receive, from the trust fund described in clause (1) above, payment of the
principal of, and premium, if any, and the interest on such Debt Securities when
such payments are due, (B) the Company's obligations with respect to the Debt
Securities of such series under Sections 305, 306, 1102 and 1403 and (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
including without limitation, the provisions of Section 707.

            "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof.


                                      -69-
<PAGE>
            SECTION 1403. Deposited Moneys and U.S. Government Obligations To Be
Held in Trust.

            All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 1402 in respect of Debt Securities of a series shall
be held in trust and applied by it, in accordance with the provisions of such
Debt Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as it own Paying Agent) as the
Trustee may determine, to the Holders of such Debt Securities, of all sums due
and to become due thereon for principal, premium, if any, and interest, if any,
but such money need not be segregated from other funds except to the extent
required by law.

            SECTION 1404. Repayment to Company.

            The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any money and U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of, and
premium, if any, and interest on, the Debt Securities of any series for which
money or U.S. Government Obligations have been deposited pursuant to Section
1402.

            The provisions of the last paragraph of Section 1103 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any Series of Debt
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 1402.


                                      -70-
<PAGE>
                                ARTICLE FIFTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

            SECTION 1501. Applicability of Article.

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

            SECTION 1502. Repayment of Debt Securities.

            Debt Securities of any series subject to repayment in whole or in
part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Debt Securities, be repaid at the Repayment Price thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Debt Securities. On or prior to the
Repayment Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1103) an amount of money in the currency in
which the Debt Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Debt Securities of such series and
except, if applicable, as provided in Section 311) sufficient to pay the
Repayment Price of and (unless otherwise specified pursuant to Section 301 for
the Debt Securities of such series and the Repayment Date is an Interest Payment
Date) accrued interest on, all the Debt Securities or portions thereof, as the
case may be, to be repaid on such date.

            SECTION 1503. Exercise of Option.

            Debt Securities of any series subject to repayment at the option of
the Holders thereof will contain an "Option to Elect Repayment" form. In order
to be repaid at the option of the Holder, any Debt Security so providing for
such repayment, together with the "Option to Elect Repayment" form duly
completed by the Holder (or by the Holder's attorney duly authorized in
writing), must be received by or on behalf of the Company at the Place of
Payment therefor specified in the terms of such Debt Security (or at such other
place or places of which the Company shall from time to time notify the Holders
of such Debt Securities) not more than 60 nor less than 30 calendar days prior
to the Repayment Date. If less than the entire principal amount of such Debt
Security is to be repaid in accordance with the terms of such Debt Security, the
portion of such Debt Security to be repaid, in increments of the minimum
denomination for Debt Securities of such series, and the denomination or
denominations of the Debt Security or Debt Securities to be issued to the Holder
for the portion of such Debt Security surrendered that is not to be repaid, must
be specified. Any Debt Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Debt Security would be less than the minimum
denomination of Debt Securities of the series of which such Debt Security to be
repaid is a part. Except as may be otherwise provided in any Debt Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company.


                                      -71-
<PAGE>
            SECTION 1504. When Debt Securities Surrendered for Repayment Become
Due and Payable.

            If Debt Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article Fifteen and as provided by or pursuant to the terms of such Debt
Securities, such Debt Securities or the portions thereof, as the case may be, to
be repaid shall become due and payable and shall be paid by the Company on the
Repayment Date therein specified, and on and after such Repayment Date (unless
the Company shall default in the payment of the Repayment Price and any accrued
interest in respect of such Debt Securities on such Repayment Date) such Debt
Securities shall, if the same were interest bearing, cease to bear interest.
Upon surrender of any such Debt Security for repayment in accordance with such
provisions, the Repayment Price of such Debt Security so to be repaid shall be
paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that installments of interest, if any, on an Interest
Payment Date that is prior to the Repayment Date (or, if specified pursuant to
Section 301, that is on the Repayment Date) shall be payable (but without
interest thereon, unless the Company shall default in the payment thereof) to
the Holder of such Debt Security, or one or more Predecessor Securities,
registered as such at 5:00 P.M., New York City time, on the relevant Regular
Record Date according to its or their terms and the provisions of Section 307.

            If any Debt Security surrendered for repayment shall not be so
repaid upon surrender thereof, the Repayment Price shall, until paid, bear
interest from the Repayment Date at the rate of interest (or manner of
calculating the rate of interest) applicable to such Debt Security on the day
prior to the Repayment Date or, in the case of an Original Issue Discount
Security, at the yield to maturity of such Original Issue Discount Security.

            SECTION 1505. Debt Securities Repaid in Part.

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


                                      -72-
<PAGE>
                                ARTICLE SIXTEEN

                        SUBORDINATION OF DEBT SECURITIES

            SECTION 1601. Agreement to Subordinate.

            The Company and the Guarantor covenant and agree, and each holder of
Securities issued hereunder and under any supplemental indenture or by any
resolutions by the Boards of Directors of the Company and the Guarantor
("Additional Provisions") by such Securityholder's acceptance thereof likewise
covenants and agrees, that all Securities shall be issued subject to the
provisions of this Article Sixteen; and each holder of a Security, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions.

            The payment by the Company of the principal of, premium, if any, and
interest on all Debt Securities and the payment by the Guarantor of any
obligation due under any Guarantees issued hereunder and under any Additional
Provisions shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company or the Guarantor, as the case may be, and
rank pari passu and equivalent to creditor obligations of those holding general
unsecured claims not entitled to statutory priority under the United States
Bankruptcy Code or otherwise, in each case whether outstanding at the date of
this Indenture or thereafter incurred.

            No provision of this Article Sixteen shall prevent the occurrence of
any default or Event of Default hereunder.

            SECTION 1602. Default on Senior Indebtedness.

            No payment may be made of the principal of, premium, if any, or
interest on the Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities, at any time when (i)
there is a default in the payment of the principal of, premium, if any, interest
on or otherwise in respect of any Senior Indebtedness, whether at maturity or at
a date fixed for prepayment or by declaration or otherwise, or (ii) any event of
default with respect to any Senior Indebtedness has occurred and is continuing,
or would occur as a result of such payment on the Securities or any redemption,
retirement, purchase or other acquisition of any of the Securities, permitting
the holders of such Senior Indebtedness (or a trustee on behalf of the holders
thereof) to accelerate the maturity thereof.

            In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 1602, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their interests may appear, but only to the extent that the holders
of the Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing within 90 days of such



                                      -73-
<PAGE>
payment of the amounts then due and owing on the Senior Indebtedness and only
the amounts specified in such notice to the Trustee shall be paid to the holders
of Senior Indebtedness.

            SECTION 1603. Liquidation; Dissolution; Bankruptcy.

            Upon any payment by the Company or the Guarantor or distribution of
assets of the Company or the Guarantor of any kind or character, whether in
cash, property or securities, to creditors upon any dissolution, winding-up,
liquidation or reorganization of the Company or the Guarantor, whether voluntary
or involuntary or in bankruptcy, insolvency, receivership or other proceedings,
all amounts due upon all Senior Indebtedness of the Company or the Guarantor, as
the case may be, shall first be paid in full, or payment thereof provided for in
money in accordance with their terms, before any payment is made by the Company
or the Guarantor, as the case may be, on account of the principal (and premium,
if any) or interest on the Securities; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company or the
Guarantor, or distribution of assets of the Company or the Guarantor of any kind
or character, whether in cash, property or securities, to which the
Securityholders or the Trustee would be entitled to receive from the Company or
the Guarantor, as the case may be, except under the provisions of this Article
Sixteen, shall be paid by the Company or the Guarantor, as the case may be, or
by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Securityholders or by the
Trustee under the Indenture if received by them or it, directly to the holders
of Senior Indebtedness of the Company or the Guarantor, as the case may be (pro
rata to such holders on the basis of the amounts of Senior Indebtedness held by
such holders, as calculated by the Company or the Guarantor, as the case may be)
or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay such Senior Indebtedness in full, in money or
money's worth, after giving effect to any concurrent payment or distribution to
or for the holders of such Senior Indebtedness, before any payment or
distribution is made to the Securityholders or to the Trustee.

            In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company or the Guarantor of any kind or character,
whether in cash, property or securities, prohibited by the foregoing, shall be
received by the Trustee before all Senior Indebtedness of the Company or the
Guarantor is paid in full, or provision is made for such payment in money in
accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of such
Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, and their respective
interests may appear, as calculated by the Company or the Guarantor, for
application to the payment of all Senior Indebtedness of the Company or the
Guarantor, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

            For purposes of this Article Sixteen, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company or the
Guarantor as reorganized or readjusted, or securities of the Company or the
Guarantor or any other corporation provided for



                                      -74-
<PAGE>
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article Sixteen with
respect to the Securities to the payment of all Senior Indebtedness of the
Company or the Guarantor, as the case may be, that may at the time be
outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company or the Guarantor with, or the merger of the Company
or the Guarantor into, another corporation or the liquidation or dissolution of
the Company or the Guarantor following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article Nine of this Indenture
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 1603 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article Nine of this Indenture. Nothing in Section 1602 or in this
Section 1603 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 707 of this Indenture.

            SECTION 1604. Subrogation.

            Subject to the payment in full of all Senior Indebtedness of the
Company or the Guarantor, the rights of the Securityholders shall be subrogated
to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company or the Guarantor,
as the case may be, applicable to such Senior Indebtedness until all amounts
owing on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders or
the Trustee would be entitled except under the provisions of this Article
Sixteen, and no payment over pursuant to the provisions of this Article Sixteen
to or for the benefit of the holders of such Senior Indebtedness by
Securityholders or the Trustee, shall, as between (i) the Company, its creditors
other than holders of Senior Indebtedness of the Company, and the holders of the
Securities, or (ii) the Guarantor, its creditors other than the holders of
Senior Indebtedness of the Guarantor, and the holders of the Securities, be
deemed to be a payment by the Company or the Guarantor, as the case may be, to
or on account of such Senior Indebtedness. It is understood that the provisions
of this Article Sixteen are and are intended solely for the purposes of defining
the relative rights of the holders of the Securities, on the one hand, and the
holders of such Senior Indebtedness, on the other hand.

            Nothing contained in this Article Sixteen or elsewhere in this
Indenture, any Additional Provisions or in the Securities is intended to or
shall impair, as between (i) the Company, its creditors other than the holders
of Senior Indebtedness of the Company, and the holders of the Securities, or
(ii) the Guarantor, its creditors other than the holders of Senior Indebtedness
of the Guarantor, and the holders of the Securities, the obligation of the
Company or the Guarantor, as the case may be, which is absolute and
unconditional, to pay to the holders of the Securities the principal of,
premium, if any, and interest on, the Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the Securities and creditors
of the Company or the Guarantor, as the case may be, other than the holders of
Senior Indebtedness of the Company or



                                      -75-
<PAGE>
the Guarantor, as the case may be, nor shall anything herein or
therein prevent the Trustee or the holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this Article Sixteen of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company or
the Guarantor, as the case may be, received upon the exercise of any such
remedy.

            Upon any payment or distribution of assets of the Company or the
Guarantor referred to in this Article Sixteen, the Trustee, subject to the
provisions of Article Seven of this Indenture, and the Securityholders shall be
entitled to conclusively rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Securityholders, for
the purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company or the Guarantor, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Sixteen.

            SECTION 1605. Trustee to Effectuate Subordination.

            Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article Sixteen and appoints the Trustee such Securityholder's
attorney-in-fact for any and all such purposes.

            SECTION 1606. Notice by the Company and the Guarantor.

            The Company or the Guarantor shall give prompt written notice to a
Responsible Officer of any fact known to the Company or the Guarantor that would
prohibit the making of any payment of monies to or by the Trustee in respect of
the Securities pursuant to the provisions of this Article Sixteen.
Notwithstanding the provisions of this Article Sixteen or any other provision of
this Indenture or any Additional Provisions, the Trustee shall not be charged
with knowledge of the existence of any facts that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article Sixteen, unless and until a Responsible
Officer shall have received written notice thereof from the Company or the
Guarantor or a holder or holders of Senior Indebtedness or from any trustee
therefor; and before the receipt of any such written notice, the Trustee,
subject to the provisions of Article Seven of this Indenture, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section 1606
at least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Security),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be affected by any
notice to the contrary that may be received by it within two Business Days prior
to such date.


                                      -76-
<PAGE>
            The Trustee, subject to the provisions of Article Seven of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company or the Guarantor, as the case may be (or a trustee
on behalf of such holder), to establish that such notice has been given by a
holder of such Senior Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Sixteen, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Sixteen, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

            SECTION 1607. Rights of the Trustee; Holders of Senior Indebtedness.

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

            With respect to the holders of Senior Indebtedness of the Company or
the Guarantor, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article Sixteen,
and no implied covenants or obligations with respect to the holders of such
Senior Indebtedness shall be read into this Indenture or any Additional
Provisions against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Indebtedness and, subject to the
provisions of Article Seven of this Indenture, the Trustee shall not be liable
to any holder of such Senior Indebtedness if it shall pay over or deliver to
Securityholders, the Company, the Guarantor or any other Person money or assets
to which any holder of such Senior Indebtedness shall be entitled by virtue of
this Article Sixteen or otherwise.

            Nothing in this Article Sixteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 707.

            SECTION 1608. Subordination May Not Be Impaired.

            No right of any present or future holder of any Senior Indebtedness
of the Company or the Guarantor to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or the Guarantor, as the case may be, or by any
act or failure to act in good faith by any such holder, or by any noncompliance
by the Company or the Guarantor, as the case may be, with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof that any
such holder may have or otherwise be charged with.

            Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company or the Guarantor
may, at any time and from time to time,



                                      -77-
<PAGE>
without the consent of or notice to the Trustee or the Securityholders, without
incurring responsibility to the Securityholders and without impairing or
releasing the subordination provided in this Article Sixteen or the obligations
hereunder of the holders of the Securities to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company or the Guarantor, as the case may be,
and any other Person.

                                    * * * * *


                                      -78-
<PAGE>
            This instrument maybe executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

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

                                             COUNTRYWIDE FINANCIAL CORPORATION


                                             By:  ______________________________
                                                    Title:


                                             COUNTRYWIDE HOME LOANS, INC.


                                             By:  ______________________________
                                                    Title:


                                             THE BANK OF NEW YORK, as Trustee


                                             By:  ______________________________
                                                    Title:



                                      -79-
<PAGE>
State of California        )
County of Los Angeles      )        SS.:

         On the ___ day of        , before me personally came           , to me
known, who, being by me duly sworn, did depose and say that he is           of
Countrywide Financial Corporation, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                                                ----------------
                                                                Notary Public

                  Seal


                                      -80-
<PAGE>
State of California        )
County of Los Angeles      )        SS.:

         On the ___ day of        , before me personally came         , to me
known, who, being by me duly sworn, did depose and say that he is          of
Countrywide Home Loans, Inc., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

                                                                ----------------
                                                                Notary Public

                  Seal


                                      -81-
<PAGE>
                                    )
                                    )       SS.:

         On the ___ day of         , before me personally came         to me
known, who, being by me duly sworn, did depose and say that he is          of
The Bank of New York, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.

                                                --------------------------------
                                                Notary Public
                                                No.
                                                Qualified in              County
                                                Commission Expires

[Seal]


                                      -82-
<PAGE>
                                                                       Exhibit A

                     Form of election to receive payments in
                    U.S. Dollars or to rescind such election


            The undersigned, registered owner of certificate number -
_______________ (the "Certificate"), representing [name of series of Debt
Securities] (the "Debt Securities") in an aggregate principal amount of
_______________, hereby

         [ ]      elects to receive all payments in respect of the Debt
                  Securities in U.S. Dollars. Subject to the terms and
                  conditions set forth in the indenture under which the Debt
                  Securities were issued (the "Indenture"), this election shall
                  take effect on the next Record Date (as defined in the
                  Indenture) after this election form is received by the Trustee
                  and shall remain in effect until it is rescinded by the
                  undersigned or until the Certificate is transferred or paid in
                  full at Maturity.

         [ ]      rescinds the election previously submitted by the undersigned
                  to receive all payments in respect of the Debt Securities in
                  U.S. Dollars represented by the Certificate. Subject to the
                  terms and conditions set forth in the Indenture, this
                  rescission shall take effect on the next Record Date (as
                  defined in such Indenture) after this election form is
                  received by the Trustee, or, in the case of Maturity of an
                  installment of principal, the fifteenth day immediately
                  preceding such Maturity.

         The undersigned acknowledges that, except as provided in the Indenture,
any costs incurred by or on behalf of the Company in connection with the
conversion of foreign currency into U.S. Dollars shall be borne by the
undersigned through deduction from payments required to be made to the
undersigned pursuant to the terms of the Indenture.

         All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings assigned to them in the Indenture.


                                                      --------------------------
                                                      (Name of Owner)

                                                      --------------------------
                                                      (Signature of owner)


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