<PAGE>
================================================================================




                                    INDENTURE

                                     between

                                TIME WARNER INC.

                                       and

                                  CHEMICAL BANK
                                     Trustee


                          Dated as of December 5, 1995



                            Providing for Issuance of
                        Subordinated Securities in Series







================================================================================



<PAGE>
 
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

                                    ARTICLE I

             Definitions and Other Provisions of General Application

SECTION 1.01.   Definitions ...............................................    1
SECTION 1.02.   Compliance Certificates and
                    Opinions ..............................................   14
SECTION 1.03.   Form of Documents Delivered to
                    Trustee ...............................................   14
SECTION 1.04.   Acts of Securityholders ...................................   15
SECTION 1.05.   Notices, etc., to Trustee and
                    Company ...............................................   17
SECTION 1.06.   Notices to Securityholders;
                    Waiver ................................................   18
SECTION 1.07.   Conflict with Trust Indenture Act .........................   18
SECTION 1.08.   Effect of Headings and Table of
                    Contents ..............................................   18
SECTION 1.09.   Successors and Assigns ....................................   19
SECTION 1.10.   Separability Clause .......................................   19
SECTION 1.11.   Benefits of Indenture .....................................   19
SECTION 1.12.   Governing Law .............................................   19
SECITON 1.13.   Counterparts ..............................................   19
SECTION 1.14.   Judgment Currency .........................................   19

                                   ARTICLE II

                                 Security Forms

SECTION 2.01.   Forms Generally ...........................................   20
SECTION 2.02.   Forms of Securities .......................................   20
SECTION 2.03.   Form of Trustee's Certificate of
                    Authentication ........................................   21
SECTION 2.04.   Securities Issuable in the Form of a
                    Global Security .......................................   21


                                   ARTICLE III

                                 The Securities

SECTION 3.01.   General Title; General Limitations;
                    Issuable in Series; Terms of
                    Paricular Series ......................................   24







<PAGE>
 
<PAGE>


                                                                  Contents, p. 2








                                                                            Page
                                                                            ----


SECTION 3.02.   Denominations .............................................   27
SECTION 3.03.   Execution, Authentication and
                    Delivery and Dating ...................................   28
SECTION 3.04.   Temporary Securities ......................................   30
SECTION 3.05.   Registration, Transfer and Exchange .......................   30
SECTION 3.06.   Mutilated, Destroyed, Lost and
                    Stolen Securities .....................................   32
SECTION 3.07.   Payment of Interest; Interest Rights
                    Preserved .............................................   33
SECTION 3.08.   Persons Deemed Owners .....................................   35
SECTION 3.09.   Cancellation ..............................................   35
SECITON 3.10.   Computation of Interest ...................................   35
SECTION 3.11.   Delayed Issuance of Securities ............................   35


                                   ARTICLE IV

                           Satisfaction and Discharge

SECTION 4.01.   Satisfaction and Discharge of
                    Indenture .............................................   36
SECTION 4.02.   Application of Trust Money ................................   38
SECTION 4.03.   Defeasance upon Deposit of Funds or
                    Government Obligations ................................   38
SECTION 4.04.   Reinstatement .............................................   41
SECTION 4.05.   Subordination Provisions
                    Inapplicable ..........................................   41


                                    ARTICLE V

                                    Remedies

SECTION 5.01.   Events of Default .........................................   42
SECTION 5.02.   Acceleration of Maturity; Rescission
                    and Annulment .........................................   43
SECTION 5.03.   Collection of Indebtedness and Suits
                    for Enforcement by Trustee ............................   45
SECTION 5.04.   Trustee May File Proofs of Claim ..........................   46
SECTION 5.05.   Trustee May Enforce Claims Without
                    Possession of Securities ..............................   48
SECTION 5.06.   Application of Money Collected ............................   48
SECTION 5.07.   Limitation on Suits .......................................   48
SECTION 5.08.   Unconditional Right of Security-
                    holders To Receive Principal,
                    Premium and Interest ..................................   49
SECTION 5.09.   Restoration of Rights and Remedies ........................   49
SECTION 5.10.   Rights and Remedies Cumulative ............................   50







<PAGE>
 
<PAGE>


                                                                  Contents, p. 3








                                                                            Page
                                                                            ----


SECTION 5.11.   Delay or Omission Not Waiver ..............................   50
SECTION 5.12.   Control by Securityholders ................................   50
SECTION 5.13.   Waiver of Past Defaults ...................................   51
SECTION 5.14.   Undertaking for Costs .....................................   51
SECTION 5.15.   Waiver of Stay or Extension Laws ..........................   52


                                   ARTICLE VI

                                   The Trustee

SECTION 6.01.   Certain Duties and Responsibilities .......................   52
SECTION 6.02.   Notice of Defaults ........................................   53
SECTION 6.03.   Certain Rights of Trustee .................................   54
SECTION 6.04.   Not Responsible for Recitals or
                    Issuance of Securities ................................   56
SECTION 6.05.   May Hold Securities .......................................   56
SECTION 6.06.   Money Held in Trust .......................................   56
SECTION 6.07.   Compensation and Reimbursement ............................   56
SECTION 6.08.   Disqualification; Conflicting
                    Interests .............................................   57
SECTION 6.09.   Corporate Trustee Required;
                    Eligibility ...........................................   57
SECTION 6.10.   Resignation and Removal; Appointment
                    of Successor ..........................................   58
SECTION 6.11.   Acceptance of Appointment by
                    Successor .............................................   60
SECTION 6.12.   Merger, Conversion, Consolidation or
                    Succession to Business ................................   61
SECTION 6.13.   Preferential Collection of Claims
                    Against Company .......................................   62
SECTION 6.14.   Appointment of Authenticating Agent .......................   67


                                   ARTICLE VII

            Securityholders' Lists and Reports by Trustee and Company

SECTION 7.01.   Company To Furnish Trustee Names and
                    Addresses of Securityholders ..........................   69
SECTION 7.02.   Preservation of Information;
                    Communications to Securityholders .....................   69
SECTION 7.03.   Reports by Trustee ........................................   71
SECTION 7.04.   Reports by Company ........................................   73









<PAGE>
 
<PAGE>


                                                                  Contents, p. 4








                                                                            Page
                                                                            ----


                                  ARTICLE VIII

                  Consolidation, Merger, Conveyance or Transfer

SECTION 8.01.   Company May Consolidate, etc., only
                    on Certain Terms ......................................   73
SECTION 8.02.   Successor Person Substituted ..............................   74


                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.01.   Supplemental Indentures without
                    Consent of Securityholders ............................   74
SECTION 9.02.   Supplemental Indentures with Consent
                    of Securityholders ....................................   76
SECTION 9.03.   Execution of Supplemental
                    Indentures ............................................   78
SECTION 9.04.   Effect of Supplemental Indentures .........................   78
SECTION 9.05.   Conformity with Trust Indenture Act .......................   78
SECTION 9.06.   Reference in Securities to
                    Supplemental Indentures ...............................   78
SECTION 9.07.   Subordination Unimpaired ..................................   78


                                    ARTICLE X

                                    Covenants

SECTION 10.01.  Payment of Principal, Premium and
                    Interest ..............................................   79
SECTION 10.02.  Maintenance of Office or Agency ...........................   79
SECTION 10.03.  Money for Security Payments To Be
                    Held in Trust .........................................   80
SECTION 10.04.  Statement as to Compliance ................................   81
SECTION 10.05.  Legal Existence ...........................................   82
SECTION 10.06.  Waiver of Certain Covenants ...............................   82


                                   ARTICLE XI

                            Redemption of Securities

SECTION 11.01.  Applicability of Article ..................................   83
SECTION 11.02.  Election To Redeem; Notice to
                    Trustee ...............................................   83




<PAGE>
 
<PAGE>


                                                                  Contents, p. 5








                                                                            Page
                                                                            ----


SECTION 11.03.  Selection by Trustee of Securities
                    To Be Redeemed ........................................   84
SECTION 11.04.  Notice of Redemption ......................................   85
SECTION 11.05.  Deposit of Redemption Price ...............................   86
SECTION 11.06.  Securities Payable on Redemption
                    Date ..................................................   86
SECTION 11.07.  Securities Redeemed in Part ...............................   86
SECTION 11.08.  Provisions with Respect to Any
                    Sinking Funds .........................................   87
SECTION 11.09.  Rescission of Redemption ..................................   88


                                   ARTICLE XII

                                   Conversion

SECTION 12.01.  Conversion Privilege ......................................   90
SECTION 12.02.  Conversion Procedure; Rescission of
                    Conversion; Conversion Price;
                    Fractional Shares .....................................   90
SECTION 12.03.  Adjustment of Conversion Price for
                    Common Stock or Other Marketable
                    Securities ............................................   93
SECTION 12.04.  Consolidation or Merger of the
                    Company ...............................................   98
SECTION 12.05.  Notice of Adjustment ......................................   99
SECTION 12.06.  Notice in Certain Events ..................................   99
SECTION 12.07.  Company To Reserve Stock or Other
                    Marketable Securities;
                    Registration; Listing .................................  100
SECTION 12.08.  Taxes on Conversion .......................................  101
SECTION 12.09.  Conversion After Record Date ..............................  101
SECTION 12.10.  Corporate Action Regarding Par Value
                    of Common Stock .......................................  102
SECTION 12.11.  Company Determination Final ...............................  102
SECTION 12.12.  Trustee's Disclaimer ......................................  102


                                  ARTICLE XIII

                                  Subordination

SECTION 13.01.  Agreement To Subordinate ..................................  102
SECTION 13.02.  Liquidation, Dissolution, Bankruptcy ......................  103
SECTION 13.03.  Default on Senior Indebtedness ............................  105
SECTION 13.04.  Dispute with Holders of Certain
                    Senior Indebtedness ...................................  106
SECTION 13.05.  Acceleration of Notes .....................................  107







<PAGE>
 
<PAGE>


                                                                  Contents, p. 6








                                                                            Page
                                                                            ----

SECTION 13.06.  When Distribution Must be Paid Over .......................  107
SECTION 13.07.  Relative Rights ...........................................  107
SECTION 13.08.  Subordination May Not Be Impaired by
                    Company ...............................................  108
SECTION 13.09.  Distribution or Notice to
                    Representative ........................................  108
SECTION 13.10.  Rights of Trustee and Paying Agent ........................  108
SECTION 13.11.  Notice to Trustee .........................................  108
SECTION 13.12.  Trustee Not a Fiduciary ...................................  109
SECTION 13.13.  Effectuation of Subordination by
                    Trustee ...............................................  109
SECTION 13.14.  Article Applicable to Paying Agents .......................  109
SECTION 13.15.  Trustee; Compensation Not Prejudiced ......................  109








<PAGE>
 
<PAGE>














                                    INDENTURE between TIME WARNER INC., a
                           Delaware corporation (hereinafter called the
                           "Company") having its principal office at 75
                           Rockefeller Plaza, New York, New York 10019, and
                           CHEMICAL BANK, a New York banking corporation,
                           trustee (hereinafter called the "Trustee"), made and
                           entered into as of the 5th day of December, 1995.


            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its subordinated debentures, notes,
bonds or other evidences of indebtedness, to be issued in one or more fully
registered series.

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


            To set forth or to provide for the establishment, of the terms and
conditions upon which the Securities are and are to be authenticated, issued and
delivered, and in consideration of the premises and the purchase of Securities
by the Holders thereof, it is mutually covenanted and agreed as follows, for the
equal and proportionate benefit of all Holders of the Securities or of a series
thereof, as the case may be:


                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

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

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

            (b) all other terms used herein which are defined in the Trust
      Indenture Act or by Commission rule under the Trust Indenture Act, either
      directly or by






<PAGE>
 
<PAGE>


                                                                               2










      reference therein, have the meanings assigned to them therein;

            (c) 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 accounting principles and
      any accounting rules or interpretations promulgated by the commission as
      are generally in effect in the United states of America as of the date of
      this Indenture; and

            (d) all references in this instrument to designated "Articles",
      "Sections" and other subdivisions are to the designated Articles, Sections
      and other subdivisions of this instrument as originally executed. 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 VI, are defined in that
Article.

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

            "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.

            "Authenticating Agent" means any Person authorized by the Trustee to
authenticate Securities under Section 614.

            "Board of Directors" means (a) the board of directors of the
Company, (b) any duly authorized committee of such board, (c) any committee of
officers of the Company or (d) any officer of the Company acting, in the case of
(c) or (d), pursuant to authority granted by the board of directors of the
Company or any committee of such board.






<PAGE>
 
<PAGE>


                                                                               3











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

            "Business Day" means, with respect to any series of Securities,
unless otherwise specified in a Board Resolution or an Officer's Certificate
with respect to a particular series of Securities, any day other than a Saturday
or Sunday or any other day on which banking institutions in the pertinent Place
or Places of Payment or the city in which the Corporate Trust Office is located
are authorized or required by law or executive order to be closed.

            "Closing Price" of the Common Stock or other Marketable Security, as
the case may be, shall mean the last reported sale price of such stock or other
Marketable Security (regular way) as shown on the Composite Tape of the NYSE
(or, if such stock or other Marketable Security is not listed or admitted to
trading on the NYSE, on the principal national securities exchange on which such
stock or other Marketable Security is listed or admitted to trading), or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices on the NYSE (or, if such stock or other Marketable Security is not
listed or admitted to trading on the NYSE, on the principal national securities
exchange on which such stock or other Marketable Security is listed or admitted
to trading), or, if it is not listed or admitted to trading on any national
securities exchange, the average of the closing bid and asked prices as reported
by the National Association of Securities Dealers Automated Quotation System
(NASDAQ), or if such stock or other Marketable Security is not so reported, the
average of the closing bid and asked prices as furnished by any member of the
National Association of Securities Dealers, Inc., selected from time to time by
the Company for that purpose.

            "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 at such time.

            "Common Stock" shall mean the class of Common Stock, par value $1.00
per share, of the Company authorized






<PAGE>
 
<PAGE>


                                                                               4










at the date of this Indenture as originally signed, or any other class of stock
resulting from successive changes or reclassifications of such Common Stock, and
in any such case including any shares thereof authorized after the date of this
Indenture, and any other shares of stock of the Company which do not have any
priority in the payment of dividends or upon liquidation over any other class of
stock.

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

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

            "Conversion Agent" means any Person authorized by the Company to
receive Securities to be converted into Common Stock or other Marketable
Securities on behalf of the Company. The Company initially authorizes the
Trustee to act as Conversion Agent for the Securities on its behalf. The Company
may at any time and from time to time authorize one or more Persons to act as
Conversion Agent in addition to or in place of the Trustee with respect to any
series of Securities issued under this Indenture.

            "Conversion Price" means, with respect to any series of Securities
which are convertible into Common Stock or other Marketable Securities, the
price per share of Common Stock or the price per designated unit of other
Marketable Security at which the Securities of such series are so convertible as
set forth in the Board Resolution with respect to such series (or in any
supplemental indenture entered into pursuant to Section 9.01(ix) with respect to
such series), as the same may be adjusted from time to time in accordance with
Section 12.03 (or such supplemental indenture).

            "Converting Holder" shall have the meaning specified in Section
12.02(c) of this Indenture.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust






<PAGE>
 
<PAGE>


                                                                               5










business shall be principally administered, which office at the date hereof is
located at 450 West 33rd Street, 15th Floor, New York, New York 10001.

            "Current Market Price" on any date shall mean the average of the
daily Closing Prices per share of Common Stock or of such other Marketable
Securities for any 30 consecutive Trading Days selected by the Company prior to
the day in question, which 30 consecutive Trading Day period shall not commence
more than 45 Trading Days prior to the day in question; provided that, with
respect to Section 12.03(c), the "Current Market Price" of the Common Stock or
of such other Marketable Securities shall mean the average of the daily Closing
Prices per share of Common Stock or of such other Marketable Securities for the
five consecutive Trading Days ending on the date of the distribution referred to
in Section 12.03(c) (or if such date shall not be a Trading Day, on the Trading
Day immediately preceding such date).

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

            "Depository" means, unless otherwise specified by the Company
pursuant to either Section 2.04 or 3.01, with respect to Securities of any
series issuable or issued as a Global Security, The Depository Trust Company,
New York, New York, or any successor thereto registered as a clearing agency
under the Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation.

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

            "GAAP" means generally accepted accounting principles as such
principles are in effect as of the date of this Indenture.

            "Global Security", when used with respect to any series of
Securities issued hereunder, means a Security which is executed by the Company
and authenticated and delivered by the Trustee to the Depository or pursuant to
the Depository's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to a
Company Request, which shall be registered in the name of the Depository or its
nominee and which shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the Outstanding Securities of such
series or any portion






<PAGE>
 
<PAGE>


                                                                               6










thereof, in either case having the same terms, including, without limitation,
the same original issue date, date or dates on which principal is due, and
interest rate or method of determining interest.

            "Holder", when used with respect to any Security, means a
Securityholder.

            "Indenture" or "this 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 shall include the terms of particular series of Securities
established as contemplated by Section 3.01.

            "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", when used with respect to any series of
Securities, means the Stated Maturity of any installment of interest on those
Securities.

            "Marketable Security" means any common stock, debt security or other
security of a Person which is (or will, upon distribution thereof, be) listed on
the NYSE, the American Stock Exchange or any national securities exchange
registered under Section 6 of the Securities Exchange Act of 1934, as amended,
or approved for quotation in the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotations System or any
similar system of automated dissemination of quotations of securities prices in
the United States or for which there is a recognized market maker or trading
market.

            "Material U.S. Subsidiary" means any Person that is a Subsidiary if
(a) if such Person is organized under the laws of the United States of America
or any political subdivision thereof (including any state thereof or the
District of Columbia) and (b) at the end of the most recent fiscal quarter of
the Company, the aggregate amount, determined in accordance with GAAP
consistently applied, of securities of, loans and advances to, and other
investments in, such Person held by the Company and its other Subsidiaries
exceeded 10% of the Company's Consolidated Net Worth. For purposes of the
foregoing, "Consolidated Net Worth" means the consolidated stockholders' or
owners' equity of the holders of capital stock or partnership






<PAGE>
 
<PAGE>


                                                                               7










interests of such Person and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP consistently applied; provided that to the extent
the Company's 8-3/4% Convertible Subordinated Debentures due 2015 or 11%
Convertible Subordinated Debentures due 2015 have been issued in exchange for
the Company's outstanding Series C 8-3/4% Convertible Exchangeable Preferred
Stock or Series D 11% Convertible Exchangeable Preferred Stock, respectively,
such Debentures that are then outstanding shall be considered equity for the
purposes of the computation of the Company's Consolidated Net Worth.

            "Maturity", when used with respect to any Securities, means the date
on which the principal of any such Security becomes due and payable as therein
or herein provided, whether on a Repayment Date, at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

            "NYSE" shall mean the New York Stock Exchange, Inc.

            "Officers' Certificate" means a certificate signed 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 and delivered to the Trustee. Wherever
this Indenture requires that an Officers' Certificate be signed also by an
engineer or an accountant or other expert, such engineer, accountant or other
expert (except as otherwise expressly provided in this Indenture) may be in the
employ of the Company, and shall be acceptable to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of or
of counsel to the Company, which is delivered to the Trustee. Such counsel shall
be acceptable to the Trustee, whose acceptance shall not be unreasonably
withheld.

            "Original Issue Discount Security" means (a) any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof, and (b) any
other 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.






<PAGE>
 
<PAGE>


                                                                               8











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

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

            (b) such Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent in trust for the Holders of such Securities; provided that,
      if such Securities are to be redeemed, notice of such redemption has been
      duly given pursuant to this Indenture or provision therefor satisfactory
      to the Trustee has been made; and

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

In determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of any Original
Issue Discount Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that would be due and payable as of the date of
the taking of such action upon a declaration of acceleration of the Maturity
thereof and (ii) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding. In determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer assigned to the Corporate Trust Department of the Trustee knows to be
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
to act as owner with






<PAGE>
 
<PAGE>


                                                                               9










respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other
obligor.

            "pari passu", as applied to the ranking of any indebtedness or other
obligation of a Person in relation to other indebtedness or other obligation of
such Person, means that each such indebtedness or other obligation either (a) is
not subordinated in right of payment to any indebtedness or other obligation or
(b) is subordinate in right of payment to the same indebtedness or other
obligation as is the other, and is so subordinate to the same extent, and is not
subordinate in right of payment to each other or to any indebtedness or other
obligation as to which the other is not so subordinate.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company. The Company initially authorizes the Trustee to act as Paying Agent
for the Securities on its behalf. The Company may at any time and from time to
time authorize one or more Persons to act as Paying Agent in addition to or in
place of the Trustee with respect to any series of Securities issued under this
Indenture.

            "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" means with respect to any series of Securities
issued hereunder the city or political subdivision so designated with respect to
the series of Securities in question in accordance with the provisions of
Section 3.01.

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

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






<PAGE>
 
<PAGE>


                                                                              10











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

            "Redemption Rescission Event" shall mean the occurrence of (a) any
general suspension of trading in, or limitation on prices for, securities on the
principal national securities exchange on which shares of Common Stock or
Marketable Securities are registered and listed for trading (or, if shares of
Common Stock or Marketable Securities are not registered and listed for trading
on any such exchange, in the over-the-counter market) for more than 6-1/2
consecutive trading hours, (b) any decline in either the Dow Jones Industrial
Average or the Standard & Poor's Index of 400 Industrial Companies (or any
successor index published by Dow Jones & Company, Inc., or Standard & Poor's
Corporation) by either (i) an amount in excess of 10%, measured from the close
of business on any Trading Day to the close of business on the next succeeding
Trading Day during the period commencing on the Trading Day preceding the day
notice of any redemption of Securities is given (or, if such notice is given
after the close of business on a Trading Day, commencing on such Trading Day)
and ending at the time and date fixed for redemption in such notice or (ii) an
amount in excess of 15% (or if the time and date fixed for redemption is more
than 15 days following the date on which such notice of redemption is given,
20%), measured from the close of business on the Trading Day preceding the day
notice of such redemption is given (or, if such notice is given after the close
of business on a Trading Day, from such Trading Day) to the close of business on
any Trading Day at or prior to the time and date fixed for redemption, (c) a
declaration of a banking moratorium or any suspension of payments in respect of
banks by Federal or state authorities in the United States or (d) the
commencement of a war or armed hostilities or other national or international
calamity directly or indirectly involving the United States which in the
reasonable judgment of the Company could have a material adverse effect on the
market for the Common Stock or Marketable Securities.

            "Regular Record Date" for the interest payable on any Security on
any Interest Payment Date means the date specified in such Security as the
Regular Record Date.

            "Repayment Date", when used with respect to any Security to be
repaid, means the date fixed for such repayment pursuant to such Security.






<PAGE>
 
<PAGE>


                                                                              11











            "Repayment Price", when used with respect to any Security to be
repaid, means the price at which it is to be repaid pursuant to such Security.

            "Representative" means any Person whom the Company has, by written
notice to the Trustee, identified as the indenture trustee or other trustee,
agent or representative for an issue of Senior Indebtedness.

            "Required Currency", when used with respect to any Security, has the
meaning set forth in Section 1.14.

            "Responsible Officer", when used with respect to the Trustee, means
any other officer of the Trustee with direct responsibility for the
administration of this Indenture 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" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case may
be, of any series authenticated and delivered from time to time under this
Indenture.

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

            "Security Register" shall have the meaning specified in Section
3.05.

            "Security Registrar" means the Person who keeps the Security
Register specified in Section 3.05. The Company initially appoints the Trustee
to act as Security Registrar for the Securities on its behalf. The Company may
at any time and from time to time authorize any Person to act as Security
Registrar in place of the Trustee with respect to any series of Securities
issued under this Indenture.

            "Senior Indebtedness" means all indebtedness or obligations of the
Company, whether outstanding at the date of execution of this Indenture or
thereafter incurred, assumed, guaranteed or otherwise created, unless the terms
of the instrument or instruments by which the Company incurred, assumed,
guaranteed or otherwise created any such indebtedness or obligation expressly
provide that such obligation or obligations is subordinated to all other






<PAGE>
 
<PAGE>


                                                                              12










indebtedness of the Company or that such indebtedness is not superior or is
subordinated in right of payment to the Securities, with respect to any of the
following (including, without limitation, interest accruing on or after a
bankruptcy or other similar event, whether or not an allowed claim therein): (a)
any indebtedness incurred by the Company or assumed or guaranteed, directly or
indirectly, by the Company (i) for money borrowed, including the Company's
outstanding 8-3/4% Convertible Subordinated Debentures due 2015, (ii) in
connection with the acquisition of any business, property or other assets (other
than trade payables incurred in the ordinary course of business) or (iii) for
advances or progress payments in connection with the construction or acquisition
of any building, motion picture, television production or other entertainment of
any kind; (b) any obligation of the Company (or of a Subsidiary which is
guaranteed by the Company) as lessee under a lease of real or personal property;
(c) any obligation of the Company to purchase property at a future date in
connection with a financing by the Company or a Subsidiary; (d) letters of
credit; (e) currency swaps and interest rate hedges; and (f) a deferral,
renewal, extension or refunding of any of the foregoing.

            "Senior Subordinated Indenture" means the Indenture dated as of
October 15, 1992, between the Company and Chemical Bank, as trustee.

            "Special Record Date" for the payment of any Defaulted Interest (as
defined in Section 3.07) means a date fixed by the Trustee pursuant to Section
3.07.

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

            "Subsidiary" means, with respect to any Person, any corporation more
than 50% of the voting stock of which is owned directly or indirectly by such
Person, and any partnership, association, joint venture or other entity in which
such Person owns more than 50% of the equity interests or has the power to elect
a majority of the board of directors or other governing body.

            "Trading Day" shall mean with respect to the Common Stock or a
Marketable Security, so long as the Common Stock or such Marketable Security, as
the case may be, is






<PAGE>
 
<PAGE>


                                                                              13










listed or admitted to trading on the NYSE, a day on which the NYSE is open for
the transaction of business, or, if the Common Stock or such Marketable
Security, as the case may be, is not listed or admitted to trading on the NYSE,
a day on which the principal national securities exchange on which the Common
Stock or such Marketable Security, as the case may be, is listed is open for the
transaction of business, or, if the Common Stock or such Marketable Security, as
the case may be, is not so listed or admitted for trading on any national
securities exchange, a day on which NASDAQ is open for the transaction of
business.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this instrument was executed; provided,
however, that, in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" or "TIA" means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.

            "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 and include each Person who is then a Trustee hereunder.
If at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

            "Vice President" when used with respect to the Company or the
Trustee means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president", including,
without limitation, an assistant vice president.

            "Voting Stock", as applied to the stock of any corporation, means
stock of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of
directors (or other governing body) of such corporation other than stock having
such power only by reason of the happening of a contingency.

            "WCI" means Warner Communications Inc., a Delaware corporation.

            "Yield to Maturity" means t he yield to maturity on a series of
Securities, calculated by the Company at the






<PAGE>
 
<PAGE>


                                                                              14










time of issuance of such series of Securities, or, if applicable, at the most
recent redetermination of interest on such series, in accordance with accepted
financial practice.

            SECTION 1.02. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any (including
any covenants compliance with which constitutes a condition precedent), provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such Counsel all such
conditions precedent, if any (including any covenants compliance with which
constitutes a condition precedent), have been complied with, except that in the
case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion
need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
statements of compliance provided pursuant to Section 10.04) shall include

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

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

            (c) a statement that, in the opinion of 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
      condition has been compiled with; and

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

            SECTION 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to






<PAGE>
 
<PAGE>


                                                                              15










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 may certify or give an opinion
as to the other matters, and any such Person may certify or give an opinion and
to such matters in one or several documents.

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

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

            SECTION 1.04. Acts of Securityholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Securityholders or Securityholders of any
series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by an
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. If any Securities are denominated in coin or currency other than that
of the United States, then for the purposes of determining whether the Holders
of the requisite principal amount of Securities have taken any action as herein
described, the principal amount of such Securities shall be deemed to be






<PAGE>
 
<PAGE>


                                                                              16










that amount of United States dollars that could be obtained for such principal
amount on the basis of the spot rate of exchange into United States dollars for
the currency in which such Securities are denominated (as evidenced to the
Trustee by an Officers' Certificate) as of the date the taking of such action by
the Holders of such requisite principal amount is evidenced to the Trustee as
provided in the immediately preceding sentence. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Securityholders 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 6.01) conclusive in favor of the Trustee and the
Company, 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 by the affidavit of a witness to such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership, on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

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

            (d) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, by Board Resolution, fix in advance a record date
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the
Company shall have no obligation to do so. Such record date shall be the later
of 10 days prior to the first solicitation of such action or the date of the
most recent list of Holders furnished to the Trustee pursuant to Section 7.01.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action may be given before or after the record
date, but only the Holders of record at






<PAGE>
 
<PAGE>


                                                                              17










the close of business on the record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Securities Outstanding have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other action, and
for that purpose the Securities Outstanding shall be computed as of the record
date; provided that no such authorization, agreement or consent by the Holders
on the record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date, and that no such authorization, agreement or consent may be
amended, withdrawn or revoked once given by a Holder, unless the Company shall
provide for such amendment, withdrawal or revocation in conjunction with such
solicitation of authorizations, agreements or consents or unless and to the
extent required by applicable law.

            (e) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind the Holder of
every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done or suffered to be done
by the Trustee or the Company in reliance thereon whether or not notation of
such action is made upon such Security.

            SECTION 1.05. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of
Securityholders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with:

            (a) the Trustee by any Securityholder or by the Company 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, Attention
      of Corporate Trust Department; or

            (b) the Company by the Trustee or by any securityholder shall be
      sufficient for every purpose hereunder (except as provided in Section
      5.01(d) or, in the case of a request for repayment, as specified in the
      Security carrying the right to repayment) if in writing and mailed,
      first-class postage prepaid, to the Company addressed to it at the address
      of its principal office specified in the first paragraph of this
      instrument, Attention of Treasurer, or at any other






<PAGE>
 
<PAGE>


                                                                              18










      address previously furnished in writing to the Trustee by the Company.

            SECTION 1.06. Notices to Securityholders; Waiver. Where this
Indenture or any Security provides for notice to Securityholders of any event,
such notice shall be sufficiently given (unless otherwise herein or in such
Security expressly provided) if in writing and mailed, first-class postage
prepaid, to each Securityholder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Securityholders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Securityholder shall affect the sufficiency of such notice with respect to other
Securityholders. Where this Indenture or any Security provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Securityholders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

            In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be
given pursuant to any provision of this Indenture, then any method of
notification as shall be satisfactory to the Trustee and the Company shall be
deemed to be a sufficient giving of such notice.

            SECTION 1.07. Conflict with Trust Indenture Act. If and to the
extent that any provision hereof limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated provision") included in
this Indenture by operation of, any of Sections 3.10 to 3.18, inclusive, of the
Trust Indenture Act, such imposed duties or incorporated provision shall
control.

            SECTION 1.08. 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.







<PAGE>
 
<PAGE>


                                                                              19










            SECTION 1.09. Successors and Assigns. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

            SECTION 1.10. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in
any Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any Authenticating Agent or
Paying Agent, the Security Registrar, the holders of Senior Indebtedness and the
Holders of Securities (or such of them as may be affected thereby), any benefit
or any legal or equitable right, remedy or claim under this Indenture.

            SECTION 1.12. Governing Law. This Indenture shall be construed in
accordance with and governed by the laws of the State of New York.

            SECTION 1.13. Counterparts. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

            SECTION 1.14. Judgment Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, on the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in the City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt,






<PAGE>
 
<PAGE>


                                                                              20










by the payee, of the full amount of the Required Currency, expressed to be
payable in respect of such payments, (ii) shall be enforceable as an alternative
or additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in the City of New York or a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to close.


                                   ARTICLE II

                                 Security Forms

            SECTION 2.01. Forms Generally. The Securities 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 and such legends or endorsements placed thereon,
as may be required to comply with the rules of any securities exchange, or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. Any portion of
the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security.

            The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods on steel engraved borders or may
be produced in any other manner, all as determined by the officers executing
such Securities, as evidenced by their execution of such Securities, subject,
with respect to the Securities of any series, to the rules of any securities
exchange on which such Securities are listed.

            SECTION 2.02. Forms of Securities. Each Security shall be in one of
the forms approved from time to time by or pursuant to a Board Resolution, or
established in one or more indentures supplemental hereto. Prior to the delivery
of a Security to the Trustee for authentication in any form approved by or
pursuant to a Board Resolution, the Company shall deliver to the Trustee the
Board Resolution by or pursuant to which such form of Security has been
approved,






<PAGE>
 
<PAGE>


                                                                              21










which Board Resolution shall have attached thereto a true and correct copy of
the form of Security which has been approved thereby or, if a Board Resolution
authorizes a specific officer or officers to approve a form of Security, a
certificate of such officer or officers approving the form of Security attached
thereto. Any form of Security approved by or pursuant to a Board Resolution must
be acceptable as to form to the Trustee, such acceptance to be evidenced by the
Trustee's authentication of Securities in that form or a certificate signed by a
Responsible Officer of the Trustee and delivered to the Company.

            SECTION 2.03. Form of Trustee's Certificate of Authentication. The
form of Trustee's Certificate of Authentication for any Security issued pursuant
to this Indenture shall be substantially as follows:


            "TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                                     CHEMICAL BANK,
                                                     as Trustee,


                                                       by
                                                         -------------------
                                                         Authorized Officer"


            SECTION 2.04. Securities Issuable in the Form of a Global Security.
(a) If the Company shall establish pursuant to Sections 2.02 and 3.01 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee or its agent shall in accordance with Section 3.03 and the Company Order
delivered to the Trustee or its agent thereunder, authenticate and deliver, such
Global Security or Securities, which (i) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, the
Outstanding Securities of such series to be represented by such Global Security
or Securities, or such portion thereof as the Company shall specify in a Company
Order, (ii) shall be registered in the name of the Depository for such Global
Security or






<PAGE>
 
<PAGE>


                                                                              22










Securities or its nominee, (iii) shall be delivered by the Trustee or its agent
to the Depository or pursuant to the Depository's instruction and (iv) shall
bear a legend substantially to the following effect:

      "Unless this certificate is presented by an authorized representative of
      the Depository to Issuer or its agent for registration of transfer,
      exchange, or payment, and any certificate issued is registered in the name
      of the nominee of the Depository or in such other name as is requested by
      an authorized representative of the Depository (and any payment is made to
      the nominee of the Depository or to such other entity as is requested by
      an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      inasmuch as the registered owner hereof, the nominee of the Depository,
      has an interest herein."

            (b) Notwithstanding any other provision of this Section 2.04 or of
Section 3.05, and subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be exchanged
in whole or in part for individual Securities, a Global Security may be
transferred, in whole but not in part and in the manner provided in Section 305,
only to a nominee of the Depository for such Global Security, or to the
Depository, or a successor Depository for such Global Security selected or
approved by the Company, or to a nominee of such successor Depository.

            (c) (i) If at any time the Depository for a Global Security notifies
the Company that it is unwilling or unable to continue as Depository for such
Global Security or if at any time the Depository for the Securities for such
series shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depository with respect to such Global
Security. If a successor Depository for such Global Security is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company will execute, and the Trustee or its
agent, upon receipt of a Company Request for the authentication and delivery of
individual Securities of such series in exchange for such Global Security, will
authenticate and deliver, individual Securities of such series of like tenor and
terms in an aggregate principal amount equal to the principal






<PAGE>
 
<PAGE>


                                                                              23










amount of the Global Security in exchange for such Global Security.

            (ii) The Company may at any time and in its sole discretion
determine that the Securities of any series or portion thereof issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of individual Securities of such series in exchange
in whole or in part for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of such Global
Security or Securities representing such series or portion thereof in exchange
for such Global Security or Securities.

            (iii) If specified by the Company pursuant to Sections 2.02 and 3.01
with respect to Securities issued or issuable in the form of a Global Security,
the Depository for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Securities of such series of like
tenor and terms in definitive form on such terms as are acceptable to the
Company and such Depository. Thereupon the Company shall execute, and the
Trustee or its agent shall authenticate and deliver, without service charge, (A)
to each Person specified by such Depository a new Security or Securities of the
same series of like tenor and terms and of any authorized denomination as
requested by such Person in aggregate principal amount equal to and in exchange
for such Person's beneficial interest as specified by such Depository in the
Global Security; and (B) to such Depository a new Global Security of like tenor
and terms and in an authorized denomination equal to the difference, if any,
between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders thereof.

            (iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Securities in definitive registered form in
authorized denominations. Upon the exchange of the entire principal amount of a
Global Security for individual Securities, such Global Security shall be
canceled by the Trustee or its agent. Except as provided in the preceding
paragraph, Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in






<PAGE>
 
<PAGE>


                                                                              24










such names and in such authorized denominations as the Depository for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or the Security Registrar.
The Trustee or the Security Registrar shall deliver at its Corporate Trust
Office such Securities to the Persons in whose names such Securities are so
registered.


                                   ARTICLE III

                                 The Securities

            SECTION 3.01. General Title; General Limitations; Issuable in
Series; Terms of Particular Series. The aggregate principal amount of Securities
which may be authenticated and delivered and outstanding under this Indenture is
not limited.

            The Securities may be issued in one or more series as from time to
time may be authorized by the Board of Directors. There shall be established in
or pursuant to a Board Resolution or in a supplemental indenture, subject to
Section 3.11, prior to the issuance of Securities of any such series:

            (a) the title of the Securities of such series (which shall
      distinguish the Securities of such series from Securities of any other
      series);

            (b) the Person to whom any interest on a Security of such series
      shall be payable, if other than the Person in whose name that Security (or
      one or more Predecessor Securities) is registered at the close of business
      on the Regular Record Date for such interest;

            (c) the date or dates on which the principal of the Securities of
      such series is payable;

            (d) the rate or rates at which the Securities of such series shall
      bear interest, if any, the date or dates from which such interest shall
      accrue, the Interest Payment Dates on which any such interest shall be
      payable and the Regular Record Date for any interest payable on any
      Interest Payment Date;

            (e) the place or places where the principal of and any premium and
      interest on Securities of such series shall be payable;






<PAGE>
 
<PAGE>


                                                                              25











            (f) the period or periods within which, the Redemption Price or
      Prices or the Repayment Price or Prices, as the case may be, at which and
      the terms and conditions upon which Securities of such series may be
      redeemed or repaid (including the applicability of Section 11.09), as the
      case may be, in whole or in part, at the option of the Company or the
      Holder;

            (g) the obligation, if any, of the Company to purchase Securities of
      such series pursuant to any sinking fund or analogous provisions or at the
      option of a Holder thereof and the period or periods within which, the
      price or prices at which and the terms and conditions upon which
      Securities of such series shall be purchased, in whole or in part,
      pursuant to such obligation;

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

            (i) provisions, if any, with regard to the conversion or exchange of
      the Securities of such series, at the option of the Holders thereof or the
      Company, as the case may be, for or into new Securities of a different
      series, Common Stock or other securities and, if the Securities of such
      series are convertible into Common Stock or other Marketable Securities,
      the Conversion Price therefor;

            (j) if other than U.S. dollars, the currency or currencies or units
      based on or related to currencies in which the Securities of such series
      shall be denominated and in which payments of principal of, and any
      premium and interest on, such Securities shall or may be payable;

            (k) if the principal of (and premium, if any) or interest, if any,
      on the Securities of such series are to be payable, at the election of the
      Company or a Holder thereof, in a coin or currency (including a composite
      currency) other than that in which the Securities are stated to be
      payable, the period or periods within which, and the terms and conditions
      upon which, such election may be made;

            (l) if the amount of payments of principal of (and premium, if any)
      or interest, if any, on the Securities of such series may be determined
      with reference to an






<PAGE>
 
<PAGE>


                                                                              26










      index based on a coin or currency (including a composite currency) other
      than that in which the Securities are stated to be payable, the manner in
      which such amounts shall be determined;

            (m) any limit upon the aggregate principal amount of the Securities
      of such series which may be authenticated and delivered under this
      Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06,
      11.07, 12.02 and except for any Securities which, pursuant to Section
      3.03, are deemed never to have been authenticated and delivered
      hereunder);

            (n) provisions, if any, with regard to the exchange of Securities of
      such series, at the option of the Holders thereof, for other Securities of
      the same series of the same aggregate principal amount of a different
      authorized kind or different authorized denomination or denominations, or
      both;

            (o) provisions, if any, with regard to the appointment by the
      Trustee of an Authenticating Agent in one or more places other than the
      location of the office of the Trustee with power to act on behalf of the
      Trustee and subject to its direction in the authentication and delivery of
      the Securities of any one or more series in connection with such
      transactions as shall be specified in the provisions of this Indenture or
      in or pursuant to such Board Resolution or supplemental indenture;

            (p) the portion of the principal amount of Securities of the series,
      if other than the principal amount thereof, which shall be payable upon
      declaration of acceleration of the Maturity thereof pursuant to Section
      5.02 or provable in bankruptcy pursuant to Section 5.04;

            (q) any Event of Default with respect to the Securities of such
      series, if not set forth herein, and any additions, deletions or other
      changes to the Events of Default set forth herein that shall be applicable
      to the Securities of such series;

            (r) any covenant solely for the benefit of the Securities of such
      series and any additions, deletions






<PAGE>
 
<PAGE>


                                                                              27










      or other changes to Article X or Section 1.01 or any definitions otherwise
      applicable to the Securities of that series;

            (s) if Section 4.03 of this Indenture shall not be applicable to the
      Securities of such series and if Section 4.03 shall be applicable to any
      covenant or Event of Default established in or pursuant to a Board
      Resolution or in a supplemental indenture as described above that has not
      already been established herein;

            (t) if the Securities of such series shall be issued in whole or in
      part in the form of a Global Security or Securities, the terms and
      conditions, if any, upon which such Global Security or Securities may be
      exchanged in whole or in part for other individual Securities; and the
      Depository for such Global Security or Securities; and

            (u) any other terms of such series, all upon such terms as may be
      determined in or pursuant to such Board Resolution or supplemental
      indenture with respect to such series.

            The form of the Securities of each series shall be established
pursuant to the provisions of this Indenture in or pursuant to the Board
Resolution or in the supplemental indenture creating such series. The Securities
of each series shall be distinguished from the Securities of each other series
in such manner, reasonably satisfactory to the Trustee, as the Board of
Directors may determine.

            Unless otherwise provided with respect to Securities of a particular
series, the Securities of any series may only be issuable in registered form,
without coupons.

            Any terms or provisions in respect of the Securities of any series
issued under this Indenture may be determined pursuant to this Section by
providing for the method by which such terms or provisions shall be determined.

            SECTION 3.02. Denominations. The Securities of each series shall be
issuable in such denominations and currency as shall be provided the provisions
of this Indenture or in or pursuant to the Board Resolution or the supplemental
indenture creating such series. In the absence of any such provisions with
respect to the Securities of any






<PAGE>
 
<PAGE>


                                                                              28










series, the Securities of that series shall be issuable only in fully registered
form in denominations of $1,000 and any integral multiple thereof.

            SECTION 3.03. Execution, Authentication and Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President, one of its Vice Presidents or its Treasurer under its
corporate seal reproduced thereon and attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

            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 Securities or did not
hold such offices at the date of such Securities.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication; and the Trustee shall, upon Company Order,
authenticate and deliver such Securities as in this Indenture provided and not
otherwise.

            Prior to any such authentication and delivery, the Trustee shall be
entitled to receive, in addition to any Officers' Certificate and Opinion of
Counsel required to be furnished to the Trustee pursuant to Section 1.02, and
the Board Resolution and any certificate relating to the issuance of the series
of Securities required to be furnished pursuant to Section 2.02, an Opinion of
Counsel stating that:

            (a) all instruments furnished to the Trustee conform to the
      requirements of the Indenture and constitute sufficient authority
      hereunder for the Trustee to authenticate and deliver such Securities;

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

            (c) all laws and requirements with respect to the execution and
      delivery by the Company of such Securities have been complied with, the
      Company has the






<PAGE>
 
<PAGE>


                                                                              29










      corporate power to issue such Securities and such Securities have been
      duly authorized and delivered by the Company and, assuming due
      authentication and delivery by the Trustee, constitute legal, valid and
      binding obligations of the Company enforceable in accordance with their
      terms (subject, as to enforcement of remedies, to applicable bankruptcy,
      reorganization, insolvency, moratorium or other laws and legal principles
      affecting creditors' rights generally from time to time in effect and to
      general equitable principles, whether applied in an action at law or in
      equity) and entitled to the benefits of this Indenture, equally and
      ratably with all other Securities, if any, of such series Outstanding;

            (d) the Indenture is qualified under the Trust Indenture Act; and

            (e) such other matters as the Trustee may reasonably request;

and, if the authentication and delivery relates to a new series of Securities
created by an indenture supplemental hereto, also stating that all laws and
requirements with respect to the form and execution by the Company of the
supplemental indenture with respect to that series of Securities have been
complied with, the Company has corporate power to execute and deliver any such
supplemental indenture and has taken all necessary corporate action for those
purposes and any such supplemental indenture has been executed and delivered and
constitutes the legal, valid and binding obligation of the Company enforceable
in accordance with its terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or other laws and
legal principles affecting creditors' rights generally from time to time in
effect and to general equitable principles, whether applied in an action at law
or in equity).

            The Trustee shall not be required to authenticate such Securities if
the issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture.

            Unless otherwise provided in the form of Security for any series,
all Securities shall be dated the date of their authentication.







<PAGE>
 
<PAGE>


                                                                              30










            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.09, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

            SECTION 3.04. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and, upon receipt
of the documents required by Section 3.03, together with a Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

            If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or
agency of the Company in a Place of Payment, without charge to the Holder; and
upon surrender for cancellation of any one or more temporary Securities the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of such series of
authorized denominations and of like tenor and terms. Until so exchanged the
temporary Securities of such series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

            SECTION 3.05. Registration, Transfer and Exchange. The Company shall
keep or cause to be kept a






<PAGE>
 
<PAGE>


                                                                              31










register or registers (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 Securities, or of Securities of a
particular series, and of transfers of Securities or of Securities of such
series. Any such register shall be in written form or in any other form capable
of being converted into written form within a reasonable time. At all reasonable
times the information contained in such register or registers shall be available
for inspection by the Trustee at the office or agency to be maintained by the
Company as provided in Section 10.02. There shall be only one Security Register
per series of Securities.

            Subject to Section 2.04, upon surrender for registration of transfer
of any Security of any series at the office or agency of the Company maintained
for such purpose in a Place of Payment, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of such series of any authorized
denominations, of a like aggregate principal amount and Stated Maturity and of
like tenor and terms.

            Subject to Section 2.04, at the option of the Holder, Securities of
any series may be exchanged for other Securities of such series of any
authorized denominations, of a like aggregate principal amount and Stated
Maturity and like tenor and terms, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Securityholder making the exchange is entitled
to receive.

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

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






<PAGE>
 
<PAGE>


                                                                              32











            Unless otherwise provided in the Security to be registered for
transfer or exchanged, no service charge shall be made on any Securityholder for
any registration of transfer or exchange of Securities, but the Company may
(unless otherwise provided in such Security) require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

            The Company shall not be required (a) to issue, register the
transfer of or exchange any Security of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series selected for redemption under Section
11.03 and ending at the close of business on the date of such mailing or (b) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part.

            None of the Company, the Trustee, any agent of the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

            SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If
(a) any mutilated Security is surrendered to the Trustee, or the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Security and(b) there is delivered to the Company 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 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
or in lieu of any such mutilated, destroyed, lost or stolen Security, a new
Security of like tenor, series, Stated Maturity and principal amount, bearing a
number not contemporaneously outstanding.

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






<PAGE>
 
<PAGE>


                                                                              33











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

            Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen 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 Securities of the same series duly issued hereunder.

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

            SECTION 3.07. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided with respect to such security pursuant to Section 3.01,
interest on any 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 Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

            Any interest on any Security 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, except as hereinafter provided, such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (a) or
clause (b) below:

            (a) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names any such Securities (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Security and the
date of the proposed payment, and at the same time the Company shall






<PAGE>
 
<PAGE>


                                                                              34










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 nor less than 10 days
prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first
class postage prepaid, to the Holder of each such Security 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 such Securities (or their
respective Predecessor Securities) are registered on such Special Record Date
and shall no longer be payable pursuant to the following clause (b).

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

            If any installment of interest the Stated Maturity of which is on or
prior to the Redemption Date for any Security called for redemption pursuant to
Article Eleven is not paid or duly provided for on or prior to the Redemption
Date in accordance with the foregoing provisions of this Section, such interest
shall be payable as part of the Redemption Price of such Securities.

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest






<PAGE>
 
<PAGE>


                                                                              35










accrued and unpaid, and to accrue, which were carried by such other Security.

            SECTION 3.08. Persons Deemed Owners. The Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any), and (subject to Section
3.07) interest on, such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.

            None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

            SECTION 3.09. Cancellation. All Securities surrendered for payment,
redemption, conversion, registration of transfer, or exchange or credit against
a sinking fund shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and, if not already cancelled, shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Security shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. The Trustee
shall dispose of all cancelled Securities in accordance with its standard
procedures and deliver a certificate of such disposition to the Company.

            SECTION 3.10. Computation of Interest. Unless otherwise provided as
contemplated in Section 3.01, interest on the Securities shall be calculated on
the basis of a 360-day year of twelve 30-day months.

            SECTION 3.11. Delayed Issuance of Securities. Notwithstanding any
contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary for the Company to






<PAGE>
 
<PAGE>


                                                                              36










deliver to the Trustee an Officers' Certificate, Board Resolution, supplemental
indenture, Opinion of Counsel or Company Order otherwise required pursuant to
Sections 1.02, 2.02, 3.01 and 3.03 at or prior to the time of authentication of
each Security of such series if such documents are delivered to the Trustee or
its agent at or prior to the authentication upon original issuance of the first
Security of such series to be issued; provided that any subsequent request by
the Company to the Trustee to authenticate Securities of such series upon
original issuance shall constitute a representation and warranty by the Company
that as of the date of such request, the statements made in the Officers'
Certificate or other certificates delivered pursuant to Sections 1.02 and 2.02
shall be true and correct as if made on such date.

            A Company Order, Officers', Certificate or Board Resolution or
supplemental indenture delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Securities
which are the subject thereof will be authenticated and delivered by the Trustee
or its agent on original issue from time to time in the aggregate principal
amount, if any, established for such series pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by Company Order
upon the telephonic, electronic or written order of Persons designated in such
Company Order, Officers' Certificate, supplemental indenture or Board Resolution
(any such telephonic or electronic instructions to be promptly confirmed in
writing by such Persons) and that such Persons are authorized to determine,
consistent with such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution, such terms and conditions of said Securities as
are specified in such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution.


                                   ARTICLE IV

                           Satisfaction and Discharge

            SECTION 4.01. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to any series of
Securities (except as to any surviving rights of conversion or transfer or
exchange of Securities of such series expressly provided for herein or in the
form of Security for such series), and the Trustee, on receipt of a Company
Request and at the expense of the Company, shall execute proper instruments






<PAGE>
 
<PAGE>


                                                                              37










acknowledging satisfaction and discharge of this Indenture as to such series,
when:

            (a) either:

                  (i) all Securities of that series theretofore authenticated
            and delivered (other than (A) Securities of such series which have
            been destroyed, lost or stolen and which have been replaced or paid
            as provided in Section 3.06 and (B) 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 10.03) have been delivered to the Trustee
            canceled or for cancellation; or

                  (ii) all such Securities of that series not theretofore
            delivered to the Trustee canceled or for cancellation:

                  (A) have become due and payable,

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

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

            and the Company, in the case of (a), (B) or (C) above, has
            irrevocably deposited or caused to be deposited (which deposit is
            not prohibited by Article XIII) 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 Securities not
            theretofore delivered to the Trustee canceled or for cancellation,
            for principal (and premium, if any) and interest to the date of such
            deposit (in the case of Securities which have become due and
            payable), or to the Stated Maturity or Redemption Date, as the case
            may be;







<PAGE>
 
<PAGE>


                                                                              38










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

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

Notwithstanding the satisfaction and discharge of this Indenture with respect to
any series of Securities, the obligations of the Company to the Trustee with
respect to that series under Section 6.07 shall survive and the obligations of
the Company and the Trustee under Sections 3.05, 3.06, 4.02, 10.02 and 10.03
shall survive.

            SECTION 4.02. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 or Section 4.03 shall be held in trust and applied by
it, in accordance with the provisions of the series of Securities in respect of
which it was deposited 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; but such money need not be segregated from other
funds except to the extent required by law.

            Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or securities deposited with and held by it as provided in Section 4.03 and this
Section 4.02 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent satisfaction and discharge,
Discharge or covenant defeasance; provided that the Trustee shall not be
required to liquidate any securities in order to comply with the provisions of
this paragraph.

            SECTION 4.03. Defeasance upon Deposit of Funds or Government
Obligations. Unless pursuant to Section 3.01






<PAGE>
 
<PAGE>


                                                                              39










provision is made that this Section shall not be applicable to the Securities of
any series, 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 any
series of Securities 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 Sections 10.05 and 10.07 and
Article Eight (and any other Sections or covenants applicable to such Securities
that are determined pursuant to Section 3.01 to be subject to this provision),
and clause (d) of Section 5.01 of this Indenture (and any other Events of
Default applicable to such Securities that are determined pursuant to Section
3.01 to be subject to this provision) shall be deemed not to be an Event of
Default, with respect to any series of Securities at any time after the
applicable conditions set forth below have been satisfied:

            (i) the Company shall have deposited or caused to be deposited
      (which deposit is not prohibited by Article Thirteen) 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 Securities of such
      series (A) money in an amount, (B) the equivalent in securities of the
      government which issued the currency in which the Securities are
      denominated or government agencies backed by the full faith and credit of
      such government which through the payment of interest and principal in
      respect thereof in accordance with their terms will provide, not later
      than one day before the due date of any payment, money in an amount or (C)
      a combination of (A) and (B), sufficient, in the opinion (with respect to
      (B) and (C)) of a nationally recognized firm of independent. public
      accountants expressed in a written certification thereof delivered to the
      Trustee, to pay and discharge each installment of principal (including
      mandatory sinking fund payments) and any premium of, interest on and any
      repurchase or redemption obligations with respect to the outstanding
      Securities of such series on the dates such installments of interest or
      principal or repurchase or redemption obligations are due (before such a
      deposit, if the Securities of such series are then redeemable or may be
      redeemed in the future pursuant to the terms thereof, in either case at
      the option of the Company, the Company may give to the Trustee, in
      accordance with Section 11.02, a notice of its election to redeem all of
      the Securities of such






<PAGE>
 
<PAGE>


                                                                              40










      series at a future date in accordance with Article Eleven);

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

            (iii) the Company shall have delivered to the Trustee (A) an Opinion
      of Counsel to the effect that Holders of the 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 4.03
      and will be subject to Federal income tax on the same amount and in the
      same manner and at the same times as would have been the case if such
      option had not been exercised, and, in the case of Securities being
      Discharged, accompanied by a ruling to that effect from the Internal
      Revenue Service, unless, as set forth in such Opinion of Counsel, there
      has been a change in the applicable federal income tax law since the date
      of this Indenture such that a ruling from the Internal Revenue Service is
      no longer required and (B) an Opinion of Counsel, subject to such
      qualifications, exceptions, assumptions and limitations as are reasonably
      deemed necessary by such counsel and are reasonably satisfactory to
      counsel for the Trustee, to the effect that the trust resulting from the
      deposit referred to in paragraph (i) above does not violate the Investment
      Company Act of 1940; and

            (iv) the Company shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit referred to in paragraph (i) above
      was not made by the Company with the intent of preferring the Holders over
      other creditors of the Company or with the intent of defeating, hindering,
      delaying or defrauding creditors of the Company or others.

            "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, upon
receipt of a Company Request and at the expense of the Company, shall execute
proper instruments acknowledging the same), except (a) the rights of Holders of






<PAGE>
 
<PAGE>


                                                                              41










Securities to receive, from the trust fund described in paragraph (i) above,
payment of the principal and any premium of and any interest on such Securities
when such payments are due; (B) the Company's obligations with respect to such
Securities under Sections 3.05, 3.06, 4.02, 6.07, 10.02 and 10.03; (c) the
Company's right of redemption, if any, with respect to any Securities of such
series pursuant to Article XI, in which case the Company may redeem the
Securities of such series in accordance with Article XI by complying with such
Article and depositing with the Trustee, in accordance with Section 11.05, an
amount of money sufficient, together with all amounts held in trust pursuant to
Section 4.02 with respect to Securities of such series, to pay the Redemption
Price of all the Securities of such series to be so redeemed; and (d) the
rights, powers, trusts, duties and immunities of the Trustee hereunder.

            SECTION 4.04. Reinstatement. If the Trustee or paying Agent is
unable to apply any money or securities in accordance with Section 4.02 of this
Indenture by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 4.01 or 4.03 of this Indenture, as the
case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money or securities in accordance with Section 4.02 of this
Indenture; provided that, if the Company has made any payment of principal of or
interest on any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or securities held by the Trustee or paying
Agent.

            SECTION 4.05. Subordination Provisions Inapplicable. Notwithstanding
anything contained herein to the contrary, any money that shall have been
deposited by the Company with the Trustee pursuant to Section 4.01 or Section
4.03 shall not be subject to the provisions of Article Thirteen of this
Indenture respecting subordination of the Securities; provided, however, that
said provisions respecting subordination shall continue to apply to such money,
if any, that has been returned to the Company or its legal representative
pursuant to any legal proceeding or an order or judgment of a court or
governmental authority.








<PAGE>
 
<PAGE>


                                                                              42










                                    ARTICLE V

                                    Remedies

            SECTION 5.01. Events of Default. "Event of Default", wherever used
herein, means with respect to any series of Securities 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 or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is either inapplicable
to a particular series or it is specifically deleted or modified in or pursuant
to the supplemental indenture or Board Resolution creating such series of
Securities or in the form of Security for such series:

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

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

            (c) default in the payment of any sinking or purchase fund or
      analogous obligation when the same becomes due by the terms of the
      Securities of such series; or

            (d) default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture in respect of the Securities of
      such series (other than a covenant or warranty in respect of the
      Securities of such series a default in the performance of which or the
      breach of which is elsewhere in this Section specifically dealt with), all
      of such covenants and warranties in the Indenture which are not expressly
      stated to be for the benefit of a particular series of Securities being
      deemed in respect of the Securities of all series for this purpose, and
      continuance of such default or breach for a period of 90 days after there
      has been given, by registered or certified mail, to the Company by the
      Trustee or to the Company and the Trustee by the Holders of at least 25%
      in principal amount of the Outstanding Securities of such series, a
      written notice specifying such default or breach and






<PAGE>
 
<PAGE>


                                                                              43










      requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder; or

            (e) the entry of an order for relief against the Company under Title
      11, United States Code (the "Federal Bankruptcy Act") by a court having
      jurisdiction in the premises or a decree or order by a court having
      jurisdiction in the premises adjudging the Company or any Material U.S.
      Subsidiary a bankrupt or insolvent under any other applicable Federal or
      State law, or the entry of a decree or order approving as properly filed a
      petition seeking reorganization, arrangement, adjustment or composition of
      or in respect of the Company or such Material U.S. Subsidiary under the
      Federal Bankruptcy Act or any other applicable Federal or State law, or
      appointing a receiver, liquidator, assignee, trustee, sequestrator (or
      other similar official) of the Company or such Material U.S. Subsidiary 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

            (f) the consent by the Company or any Material U.S. Subsidiary to
      the institution of bankruptcy or insolvency proceedings against it, or-the
      filing by it of a petition or answer or consent seeking reorganization or
      relief under the Federal Bankruptcy Act or any other applicable Federal or
      State law, or the consent by it to the filing of any such petition or to
      the appointment of a receiver, liquidator, assignee, trustee, sequestrator
      (or other similar official) of the Company or such Material U.S.
      Subsidiary or of any substantial part of its property, or the making by it
      of an assignment for the benefit of creditors, or the admission by it in
      writing of its inability to pay its debts generally as they become due, or
      the taking of corporate action by the Company or such Material U.S.
      Subsidiary in furtherance of any such action; or

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

            SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default described in paragraph (a), (b), (c), (d) or (g) (if the
Event of






<PAGE>
 
<PAGE>


                                                                              44










Default under paragraph (d) or (g) is with respect to less than all series of
Securities then Outstanding) of Section 5.01 occurs and is continuing with
respect to any series, then and in each and every such case, unless the
principal of all the Securities of such series shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding hereunder
(each such series acting as a separate class), by notice in writing to the
Company (and to the Trustee if given by Holders), may declare the principal
amount (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities of such series and all accrued
interest thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities of such series contained to the
contrary notwithstanding. If an Event of Default described in paragraph (d) or
(g) (if the Event of Default under paragraph (d) or (g) is with respect to all
series of Securities then Outstanding), of Section 5.01 occurs and is
continuing, then and in each and every such case; unless the principal of all
the Securities shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of all the
Securities then outstanding hereunder (treated as one class), by notice in
writing to the Company (and to the Trustee if given by Holders), may declare the
principal amount (or, if any Securities are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms thereof)
of all the Securities then Outstanding and all accrued interest thereon to be
due and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, anything in this Indenture or in the
Securities contained to the contrary notwithstanding. If an Event of Default of
the type set forth in clause (e) or clause (f) of Section 5.01 occurs and is
continuing, the principal of and any interest on the Securities then Outstanding
shall become immediately due and payable.

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






<PAGE>
 
<PAGE>


                                                                              45










the Trustee, may rescind and annul such declaration and its consequences if

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

                  (i) all overdue installments of interest on the Securities of
            such series;

                  (ii) the principal of (and premium, if any, on) any 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 by the terms of the Securities of such
            series, to the extent that payment of such interest is lawful;

                  (iii) interest upon overdue installments of interest at the
            rate or rates prescribed therefor by the terms of the Securities of
            such series to the extent that payment of such interest is lawful,
            and

                  (iv) 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 all other amounts due the
            Trustee under Section 6.07; and

            (b) all Events of Default with respect to such series of Securities,
      other than the nonpayment of the principal of the Securities of such
      series which have become due solely by such acceleration, have been cured
      or waived as provided in Section 5.13.

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

            SECTION 5.03. Collection of Indebtedness and Suits for Enforcement
by Trustee. The Company covenants that if

            (a) default is made in the payment of any installment of interest on
      any Security of any series when such interest becomes due and payable;

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






<PAGE>
 
<PAGE>


                                                                              46











            (c) default is made in the payment of any sinking or purchase fund
      or analogous obligation when the same becomes due by the terms of the
      Securities of any series;

and any such default continues for any period of grace provided with respect to
the Securities of such series, the Company will, upon demand of the Trustee, pay
to it, for the benefit of the Holder of any such Security (or the Holders of any
such series in the case of Clause (c) above), the whole amount then due and
payable on any such Security (or on the Securities of any such series in the
case of Clause (c) above) for principal (and premium, if any) and interest, with
interest, to the extent that payment of such interest shall be legally
enforceable, upon the overdue principal (and premium, if any) and upon overdue
installments of interest, at such rate or rates as may be prescribed therefor by
the terms of any such Security (or of securities of any such series in the case
of Clause (c) above); 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 and all other amounts due the Trustee under Section 6.07.

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

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

            SECTION 5.04. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency,






<PAGE>
 
<PAGE>


                                                                              47










liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the 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 for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceedings or otherwise,

            (a) to file and prove a claim for the whole amount of principal (or
      portion thereof determined pursuant to Section 3.01(16) to be provable in
      bankruptcy) (and premium, if any) and interest owing and unpaid in respect
      of the Securities and to file such other papers or documents as may be
      necessary and 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 all
      other amounts due the Trustee under Section 6.07) and of the
      Securityholders allowed in such judicial proceeding; and

            (b) 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, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Securityholder to make such payment to the Trustee and in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to 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 6.07.

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







<PAGE>
 
<PAGE>


                                                                              48










            SECTION 5.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities of any series may be prosecuted and enforced by the Trustee without
the possession of any of the Securities of such series or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel and any other amounts due the Trustee under Section 6.07, be for the
ratable benefit of the Holders of the Securities of the series in respect of
which such judgment has been recovered.

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

            (a) to the payment of all amounts due the Trustee under Section
6.07;

            (b) subject to Article XIII, to the payment of the amounts then due
and unpaid upon the Securities of that series for principal (and premium, if
any) and interest, in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal (and
premium, if any) and interest, respectively.

            SECTION 5.07. Limitation on Suits. No Holder of any 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

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

            (b) the Holders of not less than 25% in principal amount of the
      Outstanding Securities of such series






<PAGE>
 
<PAGE>


                                                                              49










      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;

            (c) 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;

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

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

            SECTION 5.08. Unconditional Right of Security-holders To Receive
Principal, Premium and Interest. Notwithstanding any other provisions in this
Indenture except for the provisions of Article XIII, the Holder of any 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 3.07) interest on
such Security on the respective Stated Maturities expressed in such Security
(or, in the case of redemption or repayment, on the Redemption Date or Repayment
Date, as the case may be) 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 5.09. Restoration of Rights and Remedies. If the Trustee or
any Securityholder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, then and in every such case the Company, the Trustee and the
Securityholders shall, subject






<PAGE>
 
<PAGE>


                                                                              50










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 Securityholders shall continue as though no such proceeding
had been instituted.

            SECTION 5.10. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee or to the Securityholders 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 give hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Security 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
Securityholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Securityholders, as the case may be.

            SECTION 5.12. Control by Securityholders. The Holders of a majority
in principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series, provided that:

            (a) the Trustee shall have the right to decline to follow any such
      direction if the Trustee, being advised by counsel, determines that the
      action so directed may not lawfully be taken or would conflict with this
      Indenture or if the Trustee in good faith shall, by a Responsible Officer,
      determine that the proceedings so directed would involve it in personal
      liability or be unjustly prejudicial to the Holders not taking part in
      such direction; and







<PAGE>
 
<PAGE>


                                                                              51










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

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

            (a) in the payment of the principal of (or premium, if any) or
      interest on any Security of such series, or in the payment of any sinking
      or purchase fund or analogous obligation with respect to the Securities of
      such series; or

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

            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.

            SECTION 5.14. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, 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 Securityholder, or
group of Securityholders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series to which the suit relates, or
to any suit instituted by and Securityholder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Security on or after
the respective Stated Maturities






<PAGE>
 
<PAGE>


                                                                              52










expressed in such Security (or, in the case of redemption or repayment, on or
after the Redemption Date or Repayment Date, as the case may be).

            SECTION 5.15. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


                                   ARTICLE IV

                                   The Trustee

            SECTION 6.01. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default with respect to any series of Securities:

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

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

            (b) In case an Event of Default with respect to any series of
Securities has occurred and is continuing, the Trustee shall exercise with
respect to the Securities of






<PAGE>
 
<PAGE>


                                                                              53










such series 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 wilful misconduct, except that:

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

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

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

            (iv) 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 believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it.

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

            SECTION 6.02. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to Securities of any series,
the Trustee shall transmit by mail to all Securityholders of such series, as
their names and addresses appear in the Security Register, notice of such
default hereunder known to the Trustee, unless such






<PAGE>
 
<PAGE>


                                                                              54










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 Security of such series or in the payment of any sinking or
purchase fund installment or analogous obligation with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Securityholders
of such series; and provided further that in the case of any default of the
character specified in Section 5.01(4) with respect to Securities of such series
no such notice to Securityholders of such series shall be given until at least
90 days after the occurrence thereof. For the purpose of this Section, the term
"default", with respect to Securities of any series, means any event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

            SECTION 6.03. Certain Rights of Trustee. Except as otherwise
provided in Section 6.01:

            (a) the Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture 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 mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order and any
      resolution of the Board of Directors may 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 and the written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and






<PAGE>
 
<PAGE>


                                                                              55










      protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon;

            (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 Securityholders pursuant to this Indenture, unless
      such Securityholders shall have offered to the Trustee reasonable security
      or indemnity against the costs, expenses and liabilities which might be
      incurred by it in compliance with such request or direction;

            (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 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, personally or by agent or
      attorney;

            (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; and

            (h) the Trustee shall not be charged with knowledge of any default
      (as defined in Section 6.02) or Event of Default with respect to the
      Securities of any series for which it is acting as Trustee unless either
      (1) a Responsible Officer of the Trustee assigned to the Corporation Trust
      Department of the Trustee (or any successor division or department of the
      Trustee) shall have actual knowledge of such default or Event of Default
      or (2) written notice of such default or Event of Default shall have been
      given to the Trustee by the Company or any other obligor on such
      Securities or by any Holder of such Securities; and

            (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






<PAGE>
 
<PAGE>


                                                                              56










      discretion or rights or powers conferred upon it by this Indenture.

            SECTION 6.04. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
certificates of authentication, shall be taken as the statements of the Company,
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 Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

            SECTION 6.05. May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, the Security Registrar, any Conversion Agent or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar, Conversion
Agent or such other agent.

            SECTION 6.06. Money Held in Trust. Subject to the provisions of
Section 10.03 hereof, all moneys in any currency or currency received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

            SECTION 6.07. Compensation and Reimbursement. The Company agrees:

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

            (b) except as otherwise expressly provided herein, 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 the reasonable compensation and the expenses
      and disbursements of its






<PAGE>
 
<PAGE>


                                                                              57










      agents and counsel), except any such expense, disbursement or advance as
      may be attributable to its negligence or bad faith; and

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

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

            When the Trustee incur expenses or renders services in connection
with an Event of Default specified in Section 5.01(e) or (f), the expenses and
the compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.

            The Company's obligations under this Section 6.07 and any lien
arising hereunder shall survive the resignation or removal of any Trustee, the
discharge of the Company's obligations pursuant to Article IV of this Indenture
and/or the termination of this Indenture.

            SECTION 6.08. Disqualification; Conflicting Interests. The Trustee
for the Securities of any series issued hereunder shall be subject to the
provisions of Section 3.10(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 3.10(b) of the Trust Indenture Act with respect
to the Securities of any series, there shall be excluded this Indenture with
respect to Securities of any particular series of Securities other than that
series. Nothing herein shall prevent the Trustee from filing with the Commission
the application referred to in the second to last paragraph of Section 3.10(b)
of the Trust Indenture Act.

            SECTION 6.09. Corporate Trustee Required; Eligibility. There shall
at all times be a Trustee






<PAGE>
 
<PAGE>


                                                                              58










hereunder with respect to each series of Securities, which shall be either:

            (a) a corporation organized and doing business under the laws of the
      United States of America or of any State, authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination
      by Federal or State authority; or

            (b) a corporation or other Person organized and doing business under
      the laws of a foreign government that is permitted to act as Trustee
      pursuant to a rule, regulation or order of the Commission, authorized
      under such laws to exercise corporate trust powers, and subject to
      supervision or examination by authority of such foreign government or a
      political subdivision thereof substantially equivalent to supervision or
      examination applicable to United States institutional trustees,

in either case having a combined capital and surplus of at least $50 million. 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. Neither the Company nor any
Person directly or indirectly controlling, controlled by, or under common
control with the Company shall serve as trustee for the Securities of any series
issued hereunder. If at any time the Trustee with respect to any series of
Securities shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect specified
in Section 6.10.

            SECTION 6.10. 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 6.11.

            (b) The Trustee may resign with respect to any series of Securities
at any time by giving written notice thereof to the Company. 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






<PAGE>
 
<PAGE>


                                                                              59










resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

            (d) If at any time:

            (i) the Trustee shall fail to comply with Section 3.10(b) of the
      Trust Indenture Act pursuant to Section 6.08 with respect to any series of
      Securities after written request therefor by the Company or by any
      Securityholder who has been a bona fide Holder of a Security of that
      series for at least six months, unless the Trustee's duty to resign is
      stayed in accordance with the provisions of Section 3.10(b) of the Trust
      Indenture Act; or

            (ii) the Trustee shall cease to be eligible under Section 6.09 with
      respect to any series of Securities and shall fail to resign after written
      request therefor by the Company or by any such Securityholder; or

            (iii) the Trustee shall become incapable of acting with respect to
      any series of Securities; or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee, with respect to the series, or in the case of Clause (iv), with respect
to all series, or (B) subject to Section 5.14, any Securityholder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee with respect to the series, or, in the case of Clause (iv),
with respect to all series.







<PAGE>
 
<PAGE>


                                                                              60










            (e) If the Trustee shall resign, be removed or become incapable of
acting with respect to any series of Securities, or if a vacancy shall occur in
the office of the Trustee with respect to any series of Securities for any
cause, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee for that series of Securities. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to such series of Securities shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to such series and
supersede the successor Trustee appointed by the Company with respect to such
series. If no successor Trustee with respect to such series shall have been so
appointed by the Company or the Securityholders of such series and accepted
appointment in the manner hereinafter provided, subject to Section 5.14, any
Securityholder who has been a bona fide Holder of a Security of that 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 such series.

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

            SECTION 6.11. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor Trustee
shall become effective with respect to any series as to which it is resigning or
being removed as Trustee, and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the predecessor Trustee with respect to any such series; but, on
request of the Company or the successor Trustee, such predecessor Trustee shall,
upon payment of its reasonable charges, if any,






<PAGE>
 
<PAGE>


                                                                              61










execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the predecessor Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such predecessor Trustee hereunder with respect to all or any such series,
subject nevertheless to its lien, if any, provided for in Section 6.07. Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

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

            No successor Trustee with respect to any series of Securities shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible with respect to that series under this
Article.

            SECTION 6.12. 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.






<PAGE>
 
<PAGE>


                                                                              62










In case any 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
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

            SECTION 6.13. Preferential Collection of Claims Against Company. (a)
Subject to Subsection (b) of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company
within three months prior to a default, as defined in Subsection (c) of this
Section, or subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders of the Securities and the
holders of other indenture securities (as defined in Subsection (c) of this
Section):

            (i) an amount equal to any and all reduction in the amount due and
      owing upon any claim as such creditor in respect of principal or interest,
      effected after the beginning of such three-month period and valid as
      against the Company and its other creditors, except any such reduction
      resulting from the receipt or disposition of any property described in
      paragraph (ii) of this Subsection, or from the exercise of any right of
      set-off which the Trustee could have exercised if a petition in bankruptcy
      had been filed by or against the Company upon the date of such default;
      and

            (ii) all property received by the Trustee in respect of any claim as
      such creditor, either as security therefor, or in satisfaction or
      composition thereof, or otherwise, after the beginning of such three-month
      period, or an amount equal to the proceeds of any such property, if
      disposed of, subject, however, to the rights, if any, of the Company and
      its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee

            (A) to retain for its own account (I) payments made on account of
      any such claim by any Person (other than the Company) who is liable
      thereon, and (II) the proceeds of the bona fide sale of any such claim by
      the Trustee to a third Person, and (III) distributions made






<PAGE>
 
<PAGE>


                                                                              63










      in cash, securities or other property in respect of claims filed against
      the Company in bankruptcy or receivership or in proceedings for
      reorganization pursuant to the Federal Bankruptcy Act or applicable State
      law;

            (B) to realize, for its own account, upon any property held by it as
      security for any such claim, if such property was so held prior to the
      beginning of such three-month period;

            (C) to realize, for its own account, but only to the extent of the
      claim hereinafter mentioned, upon any property held by it as security for
      any such claim, if such claim was created after the beginning of such
      three-month period and such property was received as security therefor
      simultaneously with the creation thereof, and if the Trustee shall sustain
      the burden of proving that at the time such property was so received the
      Trustee had no reasonable cause to believe that a default as defined in
      Subsection (c) of this Section would occur within three months; or

            (D) to receive payment on any claim referred to in paragraph (B) or
      (C) or against the release of any property held as security for such claim
      as provided in paragraph (B) or (C), as the case may be, to the extent of
      the fair value of such property.

            For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released, and, to
the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

            If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the holders of other indenture
securities in such manner that the Trustee, the Security-holders and the holders
of other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for






<PAGE>
 
<PAGE>


                                                                              64










reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
the same percentage of their respective claims, figured before crediting to the
claim of the Trustee anything on account of the receipt by it from the Company
of the funds and property in such special account and before crediting to the
respective claims of the Trustee and the Securityholders and the holders of
other indenture securities dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, but after crediting thereon
receipts on account of the indebtedness represented by their respective claims
from all sources other than from such dividends and from the funds and property
so held in such special account. As used in this paragraph, with respect to any
claim, the term "dividends" shall include any distribution with respect to such
claim, in bankruptcy or receivership or proceedings for reorganization pursuant
to the Federal Bankruptcy Act or applicable State law, whether such distribution
is made in cash, securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion between the Trustee and the
Securityholders and the holders of other indenture securities, in accordance
with the provisions of this paragraph, the funds and property held in such
special account and proceeds thereof, or (ii) in lieu of such apportionment, in
whole or in part, to give to the provisions of this paragraph due consideration
in determining the fairness of the distributions to be made to the Trustee and
the Securityholders and the holders of other indenture securities with respect
to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

            Any Trustee which has resigned or been removed after the beginning
of such three-month period shall be subject to the provisions of this Subsection
as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three-month period, it
shall be subject to the provisions of






<PAGE>
 
<PAGE>


                                                                              65










this Subsection if and only if the following conditions exist:

            (i) the receipt of property or reduction of claim, which would have
      given rise to the obligation to account, if such Trustee had continued as
      Trustee, occurred after the beginning of such three-month period; and

            (ii) such receipt of property or reduction of claim occurred within
      three months after such resignation or removal.

            (b) There shall be excluded from the operation of Subsection (a) of
this Section a creditor relationship arising from

            (i) the ownership or acquisition of securities issued under any
      indenture, or any security or securities having a maturity of one year or
      more at the time of acquisition by the Trustee;

            (ii) advances authorized by a receivership or bankruptcy court of
      competent jurisdiction, or by this Indenture, for the purpose of
      preserving any property which shall at any time be subject to the lien of
      this Indenture or of discharging tax liens or other prior liens or
      encumbrances thereon), if notice of such advances and of the circumstances
      surrounding the making thereof is given to the Securityholders at the time
      and in the manner provided in this Indenture;

            (iii) disbursements made in the ordinary course of business in the
      capacity of trustee under an indenture, transfer agent, registrar,
      custodian, paying agent, fiscal agent or depository, or other similar
      capacity;

            (iv) an indebtedness created as a result of services rendered or
      premises rented; or an indebtedness created as a result of goods or
      securities sold in a cash transaction as defined in Subsection (c) of this
      Section;

            (v) the ownership of stock or of other securities of a corporation
      organized under the provisions of Section 25(a) of the Federal Reserve
      Act, as amended, which is directly or indirectly a creditor of the
      Company; or







<PAGE>
 
<PAGE>


                                                                              66










            (vi) the acquisition, ownership, acceptance or negotiation of any
      drafts, bills of exchange, acceptances or obligations which fall within
      the classification of self-liquidating paper as defined in Subsection (c)
      of this Section.

            (c) For the purposes of this Section only:

            (i) The term "default" means any failure to make payment in full of
      the principal of or interest on any of the Securities or upon the other
      indenture securities when and as such principal or interest becomes due
      and payable.

            (ii) The term "other indenture securities" means securities upon
      which the Company is an obligor outstanding under any other indenture (A)
      under which the Trustee is also trustee, (B) which contains provisions
      substantially similar to the provisions of this Section, and (C) under
      which a default exists at the time of the apportionment of the funds and
      property held in such special account.

            (iii) 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 banks or bankers and payable upon demand.

            (iv) The term "self-liquidating paper" means any draft, bill of
      exchange, acceptance or obligation which is made, drawn, negotiated or
      incurred by the Company for the purpose of financing the purchase,
      processing, manufacturing, 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 the Company arising from the making, drawing,
      negotiating or incurring of the draft, bill of exchange, acceptance or
      obligation.

            (v) The term "Company" means any obligor upon the securities.







<PAGE>
 
<PAGE>


                                                                              67










            SECTION 6.14. Appointment of Authenticating Agent. At any time when
any of the Securities remain Outstanding the Trustee, with the approval of the
Company, may appoint an authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issuance,
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.06, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as an
Authenticating Agent, having a combined capital and surplus of not less than $50
Million and, if other than the Company itself, subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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






<PAGE>
 
<PAGE>


                                                                              68










paper or any further act on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and, if other than the Company, to the Company.
The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and, if other than
the Company, to the company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, the Trustee,
with the approval of the Company, may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

            The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

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






<PAGE>
 
<PAGE>


                                                                              69










Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:

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

                                             CHEMICAL BANK,
                                             as Trustee

                                               by
                                                  -----------------------------
                                                      As Authenticating Agent
                                             
                                               by
                                                  -----------------------------
                                                      Authorized Agent


                                   ARTICLE VII

                      Securityholders' Lists and Reports by
                               Trustee and Company

            SECTION 7.01. Company To Furnish Trustee Names and Addresses of
Securityholders. The Company will furnish or cause to be furnished to the
Trustee:

            (a) semi-annually, not more than 15 days after December 15 and June
      15 in each year in such form as the Trustee may reasonably require, a list
      of the names and addresses of the Holders of Securities of each series as
      of such December 15 and June 15, as applicable, and

            (b) at such other times as the Trustee may request in writing,
      within 30 days after the receipt by the Company of any such request, a
      list of similar form and content as of a date not more than 15 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 Securities of a series, no such list need be furnished with
respect to such series of Securities.

            SECTION 7.02. Preservation of Information; Communications to
Securityholders. (a) The Trustee shall preserve, in as current a term as is
reasonably practicable,






<PAGE>
 
<PAGE>


                                                                              70










the names and addresses of Holders of Securities contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders of Securities received by the Trustee in its capacity as
Security Registrar, it so acting. The Trustee may destroy any list furnished to
it as provided in Section 701 upon receipt of a new list so furnished.

            (b) If three or more Holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other Holders of Securities of such series or with the Holders
of all Securities with respect to their rights under this Indenture or under
such Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, at its
election, either

            (i) afford such applicants access to the information preserved at
      the time by the Trustee in accordance with Section 7.02(a), or

            (ii) inform such applicants as to the approximate number of Holders
      of Securities of such series or all Securities, as the case may be, whose
      names and addresses appear in the information preserved at the time by the
      Trustee in accordance with Section 7.02(a), and as to the approximate cost
      of mailing to such Securityholders the form of proxy or other
      communication, if any, specified in such application.

            If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Security of such series or to all
Security-holders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
7.02(a), a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within five days after such tender, the
Trustee shall mail to such applicants and file with the






<PAGE>
 
<PAGE>


                                                                              71










Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such series or
all Securityholders, as the case may be, or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all Securityholders
of such series or all Securityholders, as the case may be, with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

            (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Securities in accordance with
Section 7.02(b), 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 7.02(b).

            SECTION 7.03. Reports by Trustee. (a) The term to "reporting date"
as used in this Section means May 15. Within 60 days after the reporting date in
each year, beginning in 1993, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear in the Security Register, a
brief report dated as of such reporting date with respect to any of the
following events which may have occurred during the 12 months preceding the date
of such report (but if no such event has occurred within such period, no report
need be transmitted):

            (i) any change to its eligibility under Section 6.09 and its
      qualifications under Section 6.08;

            (ii) the creation of or any material change to a relationship
      specified in Section 3.10(b)(1) through Section 3.10(b)(10) of the Trust
      Indenture Act;






<PAGE>
 
<PAGE>


                                                                              72











            (iii) the character and amount of any advances (and if the Trustee
      elects so to state, the circumstances surrounding the making thereof) made
      by the Trustee (as such) which remain unpaid on the date of such report,
      and for the reimbursement of which it claims or may claim a lien or
      charge, prior to that of Securities of any series, on any property or
      funds held or collected by it as Trustee, except that the Trustee shall
      not be required (but may elect) to report such advances if such advances
      so remaining unpaid aggregate not more than one-half of 1% of the
      principal amount of the Securities of such series Outstanding on the date
      of such report;

            (iv) any change to the amount, interest rate and maturity date of
      all other indebtedness owing by the Company (or by any other obligor on
      the Securities) to the Trustee in its individual capacity, on the date of
      such report, with a brief description of any property held as collateral
      security therefor, except an indebtedness based upon a creditor
      relationship arising in any manner described in Section 613(b)(ii), (iii),
      (iv), or (vi);

            (v) any change to the property and funds, if any, physically in the
      possession of the Trustee as such on the date of such report;

            (vi) any additional issue of Securities for which the Trustee so
      acts and which the Trustee has not previously reported; and

            (vii) any action taken by the Trustee in the performance of its
      duties hereunder which it has not previously reported and which in its
      opinion materially affects the Securities, except action in respect of a
      default, notice of which has been or is to be withheld by the Trustee in
      accordance with Section 6.02.

            (b) The Trustee shall transmit by mail to all Securityholders, as
their names and addresses appear in the Security Register, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
Subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or






<PAGE>
 
<PAGE>


                                                                              73










charge, prior to that of the Securities of any series, on property or funds held
or collected by it as Trustee, and which it has not previously reported pursuant
to this Subsection, except that the Trustee shall not be required (but may
elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities outstanding of
such series at such time, such report to be transmitted within 90 days after
such time.

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

            SECTION 7.04. Reports by Company. The Company shall file with the
Trustee, and transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; provided that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission. The Company also shall comply with the
other provisions of Trust Indenture Act Section 3.14(a).


                                  ARTICLE VIII
                  Consolidation, Merger, Conveyance or Transfer

            SECTION 8.01. 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:

            (a) 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 organized and existing under the laws of the United States of
      America or any political subdivision thereof, and shall expressly assume,
      by an indenture supplemental hereto, executed and delivered to the






<PAGE>
 
<PAGE>


                                                                              74










      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
      Securities and the performance of every covenant of this Indenture on the
      part of the Company to be performed or observed;

            (b) 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; and

            (c) 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.

            SECTION 8.02. Successor Person Substituted. Upon any consolidation
or merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.01, the
successor Person formed by such consolidation or into which the Company is
merged or 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. In the event of any such conveyance or transfer, the Company as
the predecessor shall be discharged from all obligations and covenants under
this Indenture and the Securities and may be dissolved, wound up or liquidated
at any time thereafter.


                                   ARTICLE IX

                             Supplemental Indentures

            SECTION 9.01. Supplemental Indentures Without Consent of
Securityholders. Without the consent of the Holders of any Securities, the
Company, 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






<PAGE>
 
<PAGE>


                                                                              75










hereto, in form satisfactory to the Trustee, for any of the following purposes:

            (a) to evidence the succession of another corporation or Person to
      the Company, and the assumption by any such successor of the covenants of
      the Company herein and in the Securities contained;

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

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

            (d) to add to this Indenture such provisions as may be expressly
      permitted by the TIA, excluding, however, the provisions referred to in
      Section 3.16(a)(2) of the TIA as in effect at the date as of which this
      instrument was executed or any corresponding provision in any similar
      Federal statute hereafter enacted;

            (e) to establish any form of Security, as provided in Article II,
      and to provide for the issuance of any series of Securities as provided in
      Article III and to set forth the terms thereof, and/or to add to the
      rights of the Holders of the Securities of any series;

            (f) to evidence and provide for the acceptance of appointment by
      another corporation as a successor Trustee hereunder with respect to one
      or more series of Securities 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 Section 6.11;







<PAGE>
 
<PAGE>


                                                                              76










            (g) to add any additional Events of Default in respect of the
      Securities of any or all series (and if such additional Events of Default
      are to be in respect of less than all series of Securities, stating that
      such Events of Default are expressly being included solely for the benefit
      of one or more specified series);

            (h) to provide for the issuance of Securities in coupon as well as
      fully registered form;

            (i) to provide for the terms and conditions of conversion into
      Common Stock or other Marketable Securities of the Securities of any
      series which are convertible into Common Stock or other Marketable
      Securities, if different from those set forth in Article XII; or

            (j) to secure the Securities of any series pursuant to Section 10.06
      or otherwise.

            No supplemental indenture for the purposes identified in Clauses
(b), (c), (e) or (g) above may be entered into if to do so would adversely
affect the interest of the Holders of Securities of any series in any material
respect.

            SECTION 9.02. Supplemental Indentures with Consent of
Securityholders. With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture or indentures, by Act of said Holders delivered to the
Company and the Trustee, the Company, 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 of the Securities of each such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby:

            (a) change the Maturity of the principal of, or the Stated Maturity
      of any premium on, or any installment of interest on, any Security, or
      reduce the principal amount thereof or the interest or any premium
      thereon, or change the method of computing the amount of principal thereof
      or interest thereon on any date or






<PAGE>
 
<PAGE>


                                                                              77










      change any Place of Payment where, or the coin or currency in which, any
      Security or any premium or interest thereon is payable, or impair the
      right to institute suit for the enforcement of any such payment on or
      after the Maturity or the Stated Maturity, as the case may be, 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 alter the provisions
      of this Indenture so as to affect adversely the terms, if any, of
      conversion of any Securities into Common Stock or other securities, or
      alter the provisions of Article XIII or the definition of Senior
      Indebtedness so as to affect adversely the rights of any Holder of
      Securities;

            (b) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver of compliance with certain provisions of this Indenture or
      certain defaults hereunder and their consequences, provided for in this
      Indenture;

            (c) modify any of the provisions of this Section, Section 5.13 or
      Section 10.06, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby; or

            (d) impair or adversely affect the right of any Holder to institute
      suit for the enforcement of any payment on, or with respect to, the
      Securities of any series on or after the Stated Maturity of such
      Securities (or in the case of redemption, on or after the Redemption
      Date).

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

            It shall not be necessary for any Act of Securityholders under this
Section to approve the particular






<PAGE>
 
<PAGE>


                                                                              78










form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof.

            SECTION 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

            SECTION 9.04. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby to the extent provided therein.

            SECTION 9.05. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of TIA as then in effect.

            SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

            SECTION 9.07. Subordination Unimpaired. No supplemental indenture
entered into under this Article shall modify, directly or indirectly, the
provisions of Article XIII or the definition of Senior Indebtedness in Section
1.01 in any manner that adversely affects the rights






<PAGE>
 
<PAGE>


                                                                              79










of the holders of Senior Indebtedness then outstanding under Article XIII unless
written consents are obtained from holders of such Senior Indebtedness;
provided, however, that in any case where the instrument or agreement governing
Senior Indebtedness contains express provisions pertaining to the giving of
consent in such circumstances, such consents shall only be required to the
extent they are required under the terms of such instrument or agreement.


                                    ARTICLE X

                                    Covenants

            SECTION 10.01. Payment of Principal, Premium and Interest. With
respect to each series of Securities, the Company will duly and punctually pay
the principal of (and premium, if any) and interest on such Securities in
accordance with their terms and this Indenture, and will duly comply with all
the other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

            SECTION 10.02. Maintenance of Office or Agency. The Company will
maintain an office or agency in each Place of Payment where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange, where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served and where
any Securities with conversion privileges may be presented and surrendered for
conversion. The Company will give prompt written notice to the Trustee of the
location, and of any change in the location, of such office or agency. If at any
time the Company shall fail to maintain such 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 hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

            Unless otherwise set forth in, or pursuant to, a Board Resolution or
Indenture supplemental hereto with respect to a series of Securities, the
Company hereby initially designates as the Place of Payment for each series of
Securities, the Borough of Manhattan, the City and State of New York, and
initially appoints the Trustee at its






<PAGE>
 
<PAGE>


                                                                              80










Corporate Trust office as the Company's office or agency for each such purpose
in such city.

            SECTION 10.03. Money for Security Payments To Be Held in Trust. If
the Companies shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on, any of the 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
to act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or prior to each due date of the principal of
(and premium, if any) or interest on, any 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 (and premium, if any) 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 other than the Trustee for
any series of Securities 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:

            (a) hold all sums held by it for the payment of principal of (and
      premium, if any) or interest on 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;

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

            (c) at any time during the continuance of any such default, upon the
      written request of the Trustee,






<PAGE>
 
<PAGE>


                                                                              81










      forthwith pay to the Trustee all sums so held in trust by such Paying
      Agent.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture with respect to any series of
Securities or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent in respect of each and every series of Securities as to which it
seeks to discharge this Indenture or, if for any other purpose, all sums so held
in trust by the Company in respect of all Securities, 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.

            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 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 then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment 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. The Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
mail to the Holders of the Securities as to which the money to be repaid was
held in trust, as their names and addresses appear in the Security Register, a
notice that such moneys remain unclaimed and that, after a date specified in the
notice, which shall not be less than 30 days from the date on which the notice
was first mailed to the Holders of the Securities as to which the money to be
repaid was held in trust, any unclaimed balance of such moneys then remaining
will be paid to the Company free of the trust formerly impressed upon it.

            SECTION 10.04. Statement as to Compliance. The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year, a written
statement signed by






<PAGE>
 
<PAGE>


                                                                              82










the principal executive officer, principal financial officer or principal
accounting officer of the Company stating that:

            (a) a review of the activities of the Company during such year and
      of performance under this Indenture and under the terms of the Securities
      has been made under his supervision; and

            (b) to the best of his knowledge, based on such review, the Company
      has fulfilled all its obligations under this Indenture and has complied
      with all conditions and covenants on its part contained in this Indenture
      through such year, or, if there has been a default in the fulfillment of
      any such obligation, covenant or condition, specifying each such default
      known to him and the nature and status thereof.

            For the purpose of this Section 10.04, default and compliance shall
be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

            SECTION 10.05. Legal Existence. Subject to Article VIII the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its legal existence.

            SECTION 10.06. Waiver of Certain Covenants. The Company may omit in
respect of any series of Securities, in any particular instance, to comply with
any covenant or condition set forth in a Board Resolution or supplemental
indenture with respect to the Securities of such series, unless otherwise
specified in such Board Resolution or supplemental indenture, if before or after
the time for such compliance the Holders of at least a majority in principal
amount of the Securities at the time Outstanding of such series shall, by Act of
such Securityholders, either waive such compliance in such instance or generally
waive compli- ance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect. Nothing in this Section 10.06
shall permit the waiver of compliance with any covenant or condition set forth
in such Board Resolution or supplemental indenture which, if in the form of an
indenture supplemental hereto, would not be permitted






<PAGE>
 
<PAGE>


                                                                              83










by Section 9.02 without the consent of the Holder of each outstanding Security
affected thereby.


                                   ARTICLE XI

                            Redemption of Securities

            SECTION 11.01. Applicability of Article. The Company may reserve the
right to redeem and pay before Stated Maturity all or any part of the Securities
of any series, either by optional redemption, sinking or purchase fund or
analogous obligation or otherwise, by provision therefor in the form of Security
for such series established and approved pursuant to Section 2.02 and on such
terms as are specified in such form or in the indenture supplemental hereto with
respect to Securities of such series as provided in Section 3.01. Redemption of
Securities of any series shall be made, subject to the provisions of Section
13.03 hereof, in accordance with the terms of such Securities and, to the extent
that this Article does not conflict with such terms, the succeeding Sections of
this Article. Notwithstanding anything to the contrary in this Indenture, except
in the case of redemption pursuant to a sinking fund, the Trustee shall not make
any payment in connection with the redemption of Securities until the close of
business on the Redemption Date.

            SECTION 11.02. Election To Redeem; Notice to Trustee. The election
of the Company to redeem any Securities redeemable at the election of the
Company shall be evidenced by, or pursuant to authority granted by, a Board
Resolution. In case of any redemption at the election of the Company of less
than all of the 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 Securities of such series and the Tranche (as defined
in Section 11.03) to be redeemed.

            In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.






<PAGE>
 
<PAGE>


                                                                              84











            SECTION 11.03. Selection by Trustee of Securities To Be Redeemed. If
less than all the Securities of like tenor and terms of any series (a "Tranche")
are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such Tranche not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may include
provision for the selection for redemption of portions of the principal of
Securities of such Tranche of a denomination larger than the minimum authorized
denomination for Securities of that series. Unless otherwise provided in the
terms of a particular series of Securities, the portions of the principal of
Securities so selected for partial redemption shall be equal to the minimum
authorized denomination of the Securities of such series, or an integral
multiple thereof, and the principal amount which remains outstanding shall not
be less than the minimum authorized denomination for Securities of such series.
If less than all the Securities of unlike tenor and terms of series are to be
redeemed, the particular Tranche of Securities to be redeemed shall be selected
by the Company.

            If any convertible Security selected for partial redemption is
converted in part before the termination of the conversion right with respect to
the portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.

            Upon any redemption of fewer than all the Securities of a Series or
Tranche, the Company and the Trustee may treat as Outstanding any Securities
surrendered for conversion during the period of 15 days next preceding the
mailing of a notice of redemption, and need not treat as Outstanding any
Security authenticated and delivered during such period in exchange for the
unconverted portion of any Security converted in part during such period.

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

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the






<PAGE>
 
<PAGE>


                                                                              85










portion of the principal of such Security which has been or is to be redeemed.

            SECTION 11.04. Notice of Redemption. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than 20 (or 15, if
so provided in the Board Resolution establishing the relevant series) nor more
than 45 days prior to the Redemption Date, to each holder of Securities to be
redeemed, at his address appearing in the Security Register.

            All notices of redemption shall state:

            (a) the Redemption Date;

            (b) the Redemption Price;

            (c) if less than all Outstanding Securities of any series are to be
      redeemed, the identification (and, in the case of partial redemption, the
      respective principal amounts) of the Securities to be redeemed, from the
      Holder to whom the notice is given;

            (d) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security, and that interest, if any, thereon
      shall cease to accrue from and after said date;

            (e) the place where such Securities are to be surrendered for
      payment of the Redemption Price, which shall be the office or agency of
      the Company in the Place of Payment;

            (f) that the redemption is on account of a sinking or purchase fund,
      or other analogous obligation, if that be the case;

            (g) if such Securities are convertible into Common Stock or other
      securities, the Conversion Price or other conversion price and the date on
      which the right to convert such Securities into Common Stock or other
      securities will terminate; and

            (h) that the redemption may be rescinded by the Company, at its sole
      option, pursuant to Section 11.09 of this Indenture upon the occurrence of
      a Redemption Rescission Event, except in the case of any redemption on
      account of a sinking fund.







<PAGE>
 
<PAGE>


                                                                              86










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

            SECTION 11.05. Deposit of Redemption Price. On or prior to any
Redemption Date and subject to Section 11.09, 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 10.03) an amount of
money sufficient to pay the Redemption Price of all the Securities which are to
be redeemed on that date. If any Security to be redeemed is converted into
Common Stock or other securities, any money so deposited with the Trustee or a
Paying Agent shall be paid to the Company upon Company Request or, if then so
segregated and held in trust by the Company, shall be discharged from such
trust.

            SECTION 11.06. Securities Payable on Redemption Date. Notice of
Redemption having been given as aforesaid, the Securities so to be redeemed
shall, subject to Section 11.09, on the Redemption Date, become due and payable
at the Redemption Price therein specified and from and after such date (unless
the Company shall default in the payment of the Redemption Price) such
Securities shall cease to bear interest and any rights to convert such
Securities shall terminate. Upon surrender of such Securities for redemption in
accordance with the notice and subject to Section 11.09, such Securities shall
be paid by the Company at the Redemption Price. Unless otherwise provided with
respect to such Securities pursuant to Section 3.01, installments of interest
the Stated Maturity of which is on or prior to the Redemption Date shall be
payable to the Holders of such Securities registered as such on the relevant
Regular Record Dates according to their terms and the provisions of Section
3.07.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security, or as otherwise
provided in such Security.

            SECTION 11.07. Securities Redeemed in Part. Any Security which is to
be redeemed only in part shall be surrendered at the office or agency of the
Company in the Place of Payment with respect to that series (with, if the
Company or the Trustee so requires, due endorsement by, or a






<PAGE>
 
<PAGE>


                                                                              87










written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and Stated Maturity and of like tenor and terms,
of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

            SECTION 11.08. Provisions with Respect to Any Sinking Funds. Unless
the form or terms of any series of Securities shall provide otherwise, in lieu
of making all or any part of any mandatory sinking fund payment with respect to
such series of Securities in cash, the Company may at its option (a) deliver to
the Trustee for cancellation any Securities of such series theretofore acquired
by the Company or converted by the Holder thereof into Common Stock or other
securities, or (b) receive credit for any Securities of such series (not
previously so credited) acquired by the Company (including by way of optional
redemption (pursuant to the sinking fund or otherwise but not by way of
mandatory sinking fund redemption) or converted by the Holder thereof into
Common Stock or other securities and theretofore delivered to the Trustee for
cancellation, and if it does so (i) Securities so delivered or credited shall be
credited at the applicable sinking fund Redemption Price with respect to
Securities of such series and (ii) on or before the 60th day next preceding each
sinking fund Redemption Date with respect to such series of Securities, the
Company will deliver to the Trustee (A) an Officers' Certificate specifying the
portions of such sinking fund payment to be satisfied by payment of cash and by
delivery or credit of Securities of such series acquired by the Company or
converted by the Holder thereof and (B) such Securities, to the extent not
previously surrendered. Such Officers' Certificate shall also state the basis
for such credit and that the Securities for which the Company elects to receive
credit have not been previously so credited and were not acquired by the Company
through operation of the mandatory sinking fund, if any, provided with respect
to such Securities and shall also state that no Event of Default with respect to
Securities of such series has occurred and is continuing. All Securities so
delivered to the Trustee shall be canceled by the Trustee and no Securities
shall be authenticated in lieu thereof.

            If the sinking fund payment or payments (mandatory






<PAGE>
 
<PAGE>


                                                                              88










or optional) with respect to any series of Securities made in cash plus any
unused balance of any preceding sinking fund payments with respect to Securities
of such series made in cash shall exceed $50,000 (or a lesser, sum if the
Company shall so request), unless otherwise provided by the terms of such series
of Securities, that cash shall be applied by the Trustee on the sinking fund
Redemption Date with respect to Securities of such series next following the
date of such payment to the redemption of Securities of such series at the
applicable sinking fund Redemption Price with respect to Securities of such
series, together with accrued interest, if any, to the date fixed for
redemption, with the effect provided in Section 11.06. The Trustee shall select,
in the manner provided in Section 11.03, for redemption on such sinking fund
Redemption Date a sufficient principal amount of Securities of such series to
utilize that cash and shall thereupon cause notice of redemption of the
Securities of such series for the sinking fund to be given in the manner
provided in Section 11.04 (and with the effect provided in Section 11.06) for
the redemption of Securities in part at the option of the Company. Any sinking
fund moneys not so applied or allocated by the Trustee to the redemption of
Securities of such series shall be added to the next cash sinking fund payment
with respect to Securities of such series received by the Trustee and, together
with such payment, shall be applied in accordance with the provisions of this
Section 11.08. Any and all sinking fund moneys with respect to Securities of any
series held by the Trustee at the Maturity of Securities of such series, and not
held for the payment or redemption of particular Securities of such series,
shall be applied by the Trustee, together with other moneys, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity.

            On or before each sinking fund Redemption Date provided with respect
to Securities of any series, the Company shall pay to the Trustee in cash a sum
equal to all accrued interest, if any, to the date fixed for redemption on
Securities to be redeemed on such sinking fund Redemption Date pursuant to this
Section 11.08.

            SECTION 11.09. Rescission of Redemption. In the event that this
Section 11.09 is specified to be applicable to a series of Securities pursuant
to Section 3.01 and a Redemption Rescission Event shall occur following any day
on which a notice of redemption shall have been given pursuant to Section 11.04
hereof but at or prior to the time and date fixed for redemption as set forth in
such notice of






<PAGE>
 
<PAGE>


                                                                              89










redemption, the Company may, at its sole option, at any time prior to the
earlier of (a) the close of business on that day which is two Trading Days
following such Redemption Rescission Event and (b) the time and date fixed for
redemption as set forth in such notice, rescind the redemption to which such
notice of redemption shall have related by making a public announcement of such
rescission (the date on which such public announcement shall have been made
being hereinafter referred to as the "Rescission Date"). The Company shall be
deemed to have made such announcement if it shall issue a release to the Dow
Jones News Service, Reuters Information Services or any successor news wire
service. From and after the making of such announcement, the Company shall have
no obligation to redeem Securities called for redemption pursuant to such notice
of redemption or to pay the Redemption Price therefor and all rights of Holders
of Securities shall be restored as if such notice of redemption had not been
given. As promptly as practicable following the making of such announcement, the
company shall telephonically notify the Trustee and the paying Agent of such
rescission. The Company shall give notice of any such rescission by first-class
mail, postage prepaid, mailed as promptly as practicable but in no event later
than the close of business on that day which is five Trading Days following the
Rescission Date to each Holder of Securities at the close of business on the
Rescission Date, to any other Person that was a Holder of Securities and that
shall have surrendered Securities for conversion following the giving of notice
of the subsequently rescinded redemption and to the Trustee and the Paying
Agent. Each notice of rescission shall (i) state that the redemption described
in the notice of redemption has been rescinded, (ii) state that any Converting
Holder shall be entitled to rescind the conversion of Securities surrendered for
conversion following the day on which notice of redemption was given but on or
prior to the date of the mailing of the Company's notice of rescission, (iii) be
accompanied by a form prescribed by the Company to be used by any Converting
Holder rescinding the conversion of Securities so surrendered for conversion
(and instructions for the completion and delivery of such form, including
instructions with respect to any payment that may be required to accompany such
delivery) and (iv) state that such form must be properly completed and received
by the Company no later than the close of business on a date that shall be 15
Trading Days following the date of the mailing of such notice of rescission.








<PAGE>
 
<PAGE>


                                                                              90










                                   ARTICLE XII

                                   Conversion

            SECTION 12.01. Conversion Privilege. If so provided in a Board
Resolution with respect to the Securities of any series, the Holder of a
Security of such series shall have the right, at such Holder's option, to
convert, in accordance with the terms of such series of Securities and this
Article XII, all or any part (in a denomination of, unless otherwise specified
in a Board Resolution or supplemental indenture with respect to Securities of
such series, $1,000 in principal amount or any integral multiple thereof) of
such Security into shares of Common Stock or other Marketable Securities
specified in such Board Resolution at any time or, as to any Securities called
for redemption, at any time prior to the time and date fixed for such redemption
(unless the Company shall default in the payment of the Redemption Price, in
which case such right shall not terminate at such time and date). The provisions
of this Article XII shall not be applicable to the Securities of a series unless
otherwise specified in a Board Resolution with respect to the Securities of such
series.

            SECTION 12.02. Conversion Procedure; Rescission of Conversion;
Conversion Price; Fractional Shares. (a) Each Security to which this Article is
applicable shall be convertible at the office of the Conversion Agent, and at
such other place or places, if any, specified in a Board Resolution with respect
to the Securities of such series, into fully paid and nonassessable shares
(calculated to the nearest one-hundredth of a share) of Common Stock or other
Marketable Securities. The Securities will be converted into shares of Common
Stock or such other Marketable Securities at the Conversion Price therefor. No
payment or adjustment shall be made in respect of dividends on the Common Stock
or such other Marketable Securities or accrued interest on a converted Security
except as described in Section 12.09. The Company may, but shall not be required
to, in connection with any conversion of Securities, issue a fraction of a share
of Common Stock or of such other Marketable Security, and, if the Company shall
determine not to issue any such fraction, the Company shall, subject to Section
12.03(d), make a cash payment (calculated to the nearest cent) equal to such
fraction multiplied by the Closing Price of the Common Stock or such other
Marketable Security on the last Trading Day prior to the date of conversion.







<PAGE>
 
<PAGE>


                                                                              91










            (b) Before any Holder of a Security shall be entitled to convert the
same into Common Stock or other Marketable Securities, such Holder shall
surrender such Security duly endorsed to the Company or in blank, at the office
of the Conversion Agent or at such other place or places, if any, specified in a
Board Resolution with respect to the Securities of such series, and shall give
written notice to the Company at said office or place that he elects to convert
the same and shall state in writing therein the principal amount of Securities
to be converted and the name or names (with addresses) in which he wishes the
certificate or certificates for Common Stock or for such other marketable
Securities to be issued; provided, however, that no Security or portion thereof
shall be accepted for conversion unless the principal amount of such Security or
such portion, when added to the principal amount of all other Securities or
portions thereof then being surrendered by the Holder thereof for conversion,
exceeds the then effective Conversion Price with respect thereto. If more than
one Security shall be surrendered for conversion at one time by the same Holder,
the number of full shares of Common Stock or such other Marketable Securities
which shall be deliverable upon conversion shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof to
the extent permitted thereby) so surrendered. Subject to the next succeeding
sentence, the Company will, as soon as practicable thereafter, issue and deliver
at said office or place to such Holder of a Security, or to his nominee or
nominees, certificates for the number of full shares of Common Stock or other
Marketable Securities to which he shall be entitled as aforesaid, together,
subject to the last sentence of paragraph (a) above, with cash in lieu of any
fraction of a share to which he would otherwise be entitled. The Company shall
not be required to deliver certificates for shares of Common Stock or other
Marketable Securities while the stock transfer books for such stock or the
transfer books for such Marketable Securities, as the case may be, or the
Security Register are duly closed for any purpose, but certificates for shares
of Common Stock or other Marketable Securities shall be issued and delivered as
soon as practicable after the opening of such books or Security Register. A
Security shall be deemed to have been converted as of the close of business on
the date of the surrender of such Security for conversion as provided above, and
the person or persons entitled to receive the Common Stock or other Marketable
Securities issuable upon such conversion shall be treated for all purposes as
the record Holder or Holders of such Common Stock or other Marketable Securities
as of the close






<PAGE>
 
<PAGE>


                                                                              92










of business on such date. In case any Security shall be surrendered for partial
conversion, the Company shall execute and the Trustee shall authenticate and
deliver to or upon the written order of the Holder of the Securities so
surrendered, without charge to such Holder (subject to the provisions of Section
12.08), a new Security or Securities in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Security.

            (c) Notwithstanding anything to the contrary contained herein, in
the event the Company shall have rescinded a redemption of Securities Pursuant
to Section 11.09 hereof, any Holder of Securities that shall have surrendered
Securities for conversion following the day on which notice of the subsequently
rescinded redemption shall have been given but prior to the later of (i) the
close of business on the Trading Day next succeeding the date on which public
announcement of the rescission of such redemption shall have been made and (ii)
the date of the mailing of the notice of rescission required by Section 11.09
hereof (a "Converting Holder") may rescind the conversion of such Securities
surrendered for conversion by (A) properly completing a form prescribed by the
Company and mailed to Holders of Securities (including Converting Holders) with
the Company's notice of rescission, which form shall provide for the
certification by any Converting Holder rescinding a conversion on behalf of any
beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934) of Securities that the beneficial ownership (within the meaning of
such Rule) of such Securities shall not have changed from the date on which such
Securities were surrendered for conversion to the date of such certification,
and (B) delivering such form to the Company no later than the close of business
on the date which is 15 Trading Days following the date of the mailing of the
Company's notice of rescission. The delivery of such form by a Converting Holder
shall be accompanied by (I) any certificates representing shares Of Common Stock
or other securities issued to such Converting Holder upon a conversion of
Securities that shall be rescinded by the proper delivery of such form (the
"Surrendered Securities"),(II) any securities, evidences of indebtedness or
assets (other than cash) distributed by the Company to such Converting Holder by
reason of such Converting Holder being a record holder of Surrendered Securities
and (III) payment in New York Clearing House funds or other funds acceptable to
the Company of an amount equal to the sum of (1) any cash such Converting Holder
may have received






<PAGE>
 
<PAGE>


                                                                              93










in lieu of the issuance of fractional Surrendered Securities and (2) any cash
paid or payable by the Company to such Converting Holder by reason of such
Converting Holder being a record holder of Surrendered Securities. Upon receipt
by the Company of any such form properly completed by a Converting Holder and
any certificates, securities, evidences of indebtedness, assets or cash payments
required to be returned by such Converting Holder to the Company as set forth
above, the Company shall instruct the transfer agent or agents for shares of
Common Stock or other securities to cancel any certificates representing
Surrendered Securities (which Surrendered Securities shall be deposited in the
treasury of the Company) and shall instruct the Registrar to reissue
certificates representing Securities to such Converting Holder (which Securities
shall be deemed to have been Outstanding at all times during the period
following their surrender for conversion). The Company shall, as promptly as
practicable, and in no event more than five Trading Days following the receipt
of any such properly completed form and any such certificates, securities,
evidences of indebtedness, assets or cash payments required to be so returned,
pay to the Holder of Securities surrendered to the Company pursuant to a
rescinded conversion or as otherwise directed by such Holder any interest paid
or other payment made to Holders of Securities during the period from the time
such Securities shall have been surrendered for conversion to the rescission of
such conversion. All questions as to the validity, form, eligibility (including
time of receipt) and acceptance of any form submitted to the Company to rescind
the conversion of Securities, including questions as to the proper completion or
execution of any such form or any certification contained therein, shall be
resolved by the Company, whose determination shall be final and binding.

            SECTION 12.03. Adjustment of Conversion Price for Common Stock or
Other Marketable Securities. The Conversion Price with respect to any Security
which is convertible into Common Stock or other Marketable Securities shall be
adjusted from time to time as follows:

            (a) In case the Company shall, at any time or from time to time
      while any of such Securities are outstanding, (i) pay a dividend in shares
      of its Common Stock or other Marketable Securities, (ii) combine its
      outstanding shares of Common Stock or other Marketable Securities into a
      smaller number of shares or securities, (iii) subdivide its outstanding
      shares of Common Stock or other Marketable Securities or






<PAGE>
 
<PAGE>


                                                                              94










      (iv) issue by reclassification of its shares of Common stock or other
      Marketable Securities any shares of stock or other Marketable Securities
      of the Company, the Conversion Price in effect immediately before such
      action shall be adjusted so that the Holders of such Securities, upon
      conversion thereof into Common Stock or other Marketable Securities
      immediately following such event, shall be entitled to receive the kind
      and amount of shares of capital stock of the Company or other Marketable
      Securities which they would have owned or been entitled to receive upon or
      by reason of such event if such Securities had been converted immediately
      before the record date (or, if no record date, the effective date) for
      such event. An adjustment made pursuant to this Section 12.03(a) shall
      become effective retroactively immediately after the record date in the
      case of a dividend or distribution and shall become effective
      retroactively immediately after the effective date in the case of a
      subdivision, combination or reclassification. For the purposes of this
      Section 12.03(a), each Holder of Securities shall be deemed to have failed
      to exercise any right to elect the kind or amount of securities receivable
      upon the payment of any such dividend, subdivision, combination or
      reclassification (provided that, if the kind or amount of securities
      receivable upon such dividend, subdivision, combination or
      reclassification is not the same for each nonelecting share, the kind and
      amount of securities or other property receivable upon such dividend,
      subdivision, combination or reclassification for each nonelecting share
      shall be deemed to be the kind and amount so receivable per share by a
      plurality of the nonelecting shares).

            (b) In case the Company shall, at any time or from time to time
      while any of such Securities are outstanding, issue rights or warrants to
      all holders of shares of its Common Stock or other Marketable Securities
      entitling them (for a period expiring within 45 days after the record date
      for such issuance) to subscribe for or purchase shares of Common Stock or
      other Marketable Securities (or securities convertible into shares of
      Common Stock or other Marketable Securities) at a price per share less
      than the Current Market Price of the Common Stock or other Marketable
      Securities at such record date (treating the price per share of the
      securities convertible into Common Stock or other Marketable Securities as
      equal to (i) the sum of (A) the price for a unit of the security
      convertible






<PAGE>
 
<PAGE>


                                                                              95










      into Common Stock or other Marketable Securities plus (B) any additional
      consideration initially payable upon the conversion of such security into
      Common Stock or other Marketable Securities divided by (ii) the number of
      shares of Common Stock or other Marketable Securities initially underlying
      such convertible security), the Conversion Price with respect to such
      Securities shall be adjusted so that it shall equal the price determined
      by dividing the Conversion Price in effect immediately prior to the date
      of issuance of such rights or warrants by a fraction, the numerator of
      which shall be the number of shares of Common Stock or other Marketable
      Securities outstanding on the date of issuance of such rights or warrants
      plus the number of additional shares of Common Stock or other Marketable
      securities offered for subscription or purchase (or into which the
      convertible securities so offered are initially convertible) and the
      denominator of which shall be the number of shares of Common Stock or
      other Marketable Securities outstanding on the date of issuance of such
      rights or warrants plus the number of shares or securities which the
      aggregate offering price of the total number of shares or securities so
      offered for subscription or purchase (or the aggregate purchase price of
      the convertible securities so offered plus the aggregate amount of any
      additional consideration initially payable upon conversion of such
      Securities into Common Stock or other Marketable Securities) would
      purchase at such Current Market Price of the Common Stock or other
      Marketable Securities. Such adjustment shall become effective
      retroactively immediately after the record date for the determination of
      stockholders entitled to receive such rights or warrants.

            (c) In case the Company shall, at any time or from time to time
      while any of such Securities are outstanding, distribute to all holders of
      shares of its Common Stock or other Marketable Securities (including any
      such distribution made in connection with a consolidation or merger in
      which the Company is the continuing corporation and the Common Stock or
      other Marketable Securities are not changed or exchanged) cash, evidences
      of its indebtedness, securities or assets (excluding (i) regular periodic
      cash dividends in amounts, if any, determined from time to time by the
      Board of Directors, (ii) dividends payable in shares of Common Stock or
      other Marketable Securities for which adjustment is made under Section
      12.03(a) or (iii) rights or warrants to subscribe for or purchase






<PAGE>
 
<PAGE>


                                                                              96










      securities of the Company (excluding those referred to in Section
      12.03(b)), the Conversion Price with respect to such Securities shall be
      adjusted so that it shall equal the price determined by dividing the
      Conversion Price in effect immediately prior to the date of such
      distribution by a fraction, the numerator of which shall be the Current
      Market Price of the Common Stock or other Marketable securities on the
      record date referred to below and the denominator of which shall be such
      Current Market Price of the Common Stock or other Marketable Securities
      less the then fair market value (as determined by the Board of Directors
      of the Company, whose determination shall be conclusive) of the portion of
      the cash or assets or evidences of indebtedness or securities so
      distributed or of such subscription rights or warrants applicable to one
      share of Common Stock or one other Marketable Security (provided that such
      denominator shall never be less than one); provided, however, that no
      adjustment shall be made with respect to any distribution of rights to
      purchase securities of the Company if a Holder of Securities would
      otherwise be entitled to receive such rights upon conversion at any time
      of such Securities into Common Stock or other Marketable Securities unless
      such rights are subsequently redeemed by the Company, in which case such
      redemption shall be treated for purposes of this Section as a dividend on
      the Common Stock or other Marketable Securities. Such adjustment shall
      become effective retroactively immediately after the record date for the
      determination of stockholders or holders of Marketable Securities entitled
      to receive such distribution; and, in the event that such distribution is
      not so made, the Conversion Price shall again be adjusted to the
      Conversion Price which would then be in effect if such record date had not
      been fixed.

            (d) The Company shall be entitled to make such additional
      adjustments in the Conversion Price, in addition to those required by
      Sections 12.03(a), 12.03(b) and 12.03(c), as shall be necessary in order
      that any dividend or distribution of Common Stock or other Marketable
      Securities, any subdivision, reclassification or combination of shares of
      Common Stock or other Marketable Securities or any issuance of rights or
      warrants referred to above shall not be taxable to the holders of Common
      Stock or other Marketable Securities for United States Federal income tax
      purposes.







<PAGE>
 
<PAGE>


                                                                              97










            (e) In any case in which this Section 12.03 shall require that any
      adjustment be made effective as of or retroactively immediately following
      a record date, the Company may elect to defer (but only for five Trading
      Days following the filing of the statement referred to in Section 12.05)
      issuing to the Holder of any Securities converted after such record date
      the shares of Common Stock or other Marketable Securities and other
      capital stock of the Company issuable upon such conversion over and above
      the shares of Common Stock or other Marketable Securities and other
      capital stock of the Company issuable upon such conversion on the basis of
      the Conversion Price prior to adjustment; provided, however, that the
      Company shall deliver to such Holder a due bill or other appropriate
      instrument evidencing such Holder's right to receive such additional
      shares upon the occurrence of the event requiring such adjustment.

            (f) All calculations under this Section 12.03 shall be made to the
      nearest cent or one-hundredth of a share or security, with one-half cent
      and .005 of a share, respectively, being rounded upward. Notwithstanding
      any other provision of this Section 12.03, the Company shall not be
      required to make any adjustment of the Conversion Price unless such
      adjustment would require an increase or decrease of at least 1% of such
      price. Any lesser adjustment shall be carried forward and shall be made at
      the time of and together with the next subsequent adjustment which,
      together with any adjustment or adjustments so carried forward, shall
      amount to an increase or decrease of at least 1% in such price. Any
      adjustments under this Section 12.03 shall be made successively whenever
      an event requiring such an adjustment occurs.

            (g) In the event that at any time, as a result of an adjustment made
      pursuant to this Section 12.03, the Holder of any Security thereafter
      surrendered for conversion shall become entitled to receive any shares of
      stock of or other Marketable Securities of the Company other than shares
      of Common Stock or Marketable Securities into which the Securities
      originally were convertible, the Conversion Price of such other shares or
      Marketable Securities so receivable upon conversion of any such Security
      shall be subject to adjustment from time to time in a manner and on terms
      as nearly equivalent as practicable to the provisions with respect to
      Common Stock and Marketable Securities






<PAGE>
 
<PAGE>


                                                                              98










      contained in subparagraphs (a) through (f) of this Section 12.03, and the
      provisions of Sections 12.01, 12.02 and 12.04 through 12.09 with respect
      to the Common Stock or other Marketable Securities shall apply on like or
      similar terms to any such other shares or Marketable Securities and the
      determination of the Board of Directors as to any such adjustment shall be
      conclusive.

            (h) No adjustment shall be made pursuant to this Section (i) if the
      effect thereof would be to reduce the Conversion Price below the par value
      (if any) of the Common Stock or other Marketable Security, if any, or (ii)
      subject to Section 12.03(e) hereof, with respect to any Security that is
      converted prior to the time such adjustment otherwise would be made.

            SECTION 12.04. Consolidation or Merger of the Company. In case of
either (a) any consolidation or merger to which the Company is a party, other
than a merger or consolidation in which the Company is the surviving or
continuing corporation and which does not result in a reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, as a result of a subdivision or combination) in,
outstanding shares of Common Stock or other Marketable Securities or (b) any
sale or conveyance of all or substantially all the property and assets of the
Company to another Person, each Security then Outstanding shall be convertible
from and after such merger, consolidation, sale or conveyance of property and
assets into the kind and amount of shares of stock or other securities and
property (including cash) receivable upon such consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock or other
Marketable Securities into which such Securities would have been converted
immediately prior to such consolidation, merger, sale or conveyance, subject to
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article XII (and assuming such holder of Common
Stock or other Marketable Securities failed to exercise his rights of election,
if any, as to the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or conveyance
(provided that, if the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or conveyance
is not the same for each nonelecting share, the kind and amount of securities,
cash or other property (including cash) receivable upon such






<PAGE>
 
<PAGE>


                                                                              99










consolidation, merger, sale or conveyance for each nonelecting share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
nonelecting shares or securities)). The Company shall not enter into any of the
transactions referred to in clause (a) or (b) of the preceding sentence unless
effective provision shall be made so as to give effect to the provisions set
forth in this Section 12.04. The provisions of this Section 12.04 shall apply
similarly to successive consolidations, mergers, sales or conveyances.

            SECTION 12.05. Notice of Adjustment. Whenever an adjustment in the
Conversion Price with respect to a series of Securities is required:

            (a) the Company shall forthwith place on file with the Trustee and
      any Conversion Agent for such Securities a certificate of the Treasurer of
      the Company, stating the adjusted Conversion Price determined as provided
      herein and setting forth in reasonable detail such facts as shall be
      necessary to show the reason for and the manner of computing such
      adjustment, such certificate to be conclusive evidence that the adjustment
      is correct; and

            (b) a notice stating that the Conversion Price has been adjusted and
      setting forth the adjusted Conversion Price shall forthwith be mailed,
      first-class postage prepaid, by the Company to the Holders of record of
      such Outstanding Securities.

            SECTION 12.06. Notice in Certain Events. In case:

            (a) of a consolidation or merger to which the Company is a party and
      for which approval of any stockholders of the Company is required or of
      the sale or conveyance to another person or entity or group of persons or
      entities acting in concert as a partnership, limited partnership,
      syndicate or other group (within the meaning of Rule 13d-3 under the
      Securities Exchange Act of 1934) of all or substantially all the property
      and assets of the Company;

            (b) of the voluntary or involuntary dissolution, liquidation or
      winding up of the Company; or

            (c) of any action triggering an adjustment of the Conversion Price
      pursuant to this Article XII;






<PAGE>
 
<PAGE>


                                                                             100











the Company shall cause to be filed with the Trustee and the Conversion Agent
for the applicable securities, and shall cause to be mailed, first-class postage
prepaid, to the Holders of record of applicable Securities, at least 15 days
prior to the applicable date hereinafter specified, a notice stating (i) the
date on which a record is to be taken for the purpose of any distribution or
grant of rights or warrants triggering an adjustment to the Conversion Price
pursuant to this Article XII or, if a record is not to be taken, the date as of
which the holders of record of Common Stock or other Marketable Securities
entitled to such distribution, rights or warrants are to be determined or (ii)
the date on which any reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up triggering an adjustment to the
Conversion Price pursuant to this Article XII is expected to become effective,
and the date as of which it is expected that holders of Common Stock or other
Marketable Securities of record shall be entitled to exchange their Common Stock
or other Marketable Securities for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up.

            Failure to give such notice or any defect therein shall not affect
the legality or validity of the proceedings described in clause (a), (b) or (c)
of this Section.

            SECTION 12.07. Company To Reserve Stock or Other Marketable
Securities; Registration; Listing. (a) The Company shall at all times reserve
and keep available, free from preemptive rights, out of its authorized but
unissued shares of Common Stock or other Marketable Securities, for the purpose
of effecting the conversion of the Securities, such number of its duly
authorized shares of Common Stock or number or principal amount of other
Marketable Securities as shall from time to time be sufficient to effect the
conversion of all applicable outstanding Securities into such Common Stock or
other Marketable Securities at any time (assuming that, at the time of the
computation of such number of shares or securities, all such Securities would be
held by a single Holder); provided, however, that nothing contained herein shall
preclude the Company from satisfying its obligations in respect of the
conversion of the Securities by delivery of purchased shares of Common Stock or
other Marketable Securities which are held in the treasury of the Company. The
Company shall from time to time, in accordance with the laws of the State of
Delaware, use its best efforts to cause the authorized amount of the Common






<PAGE>
 
<PAGE>


                                                                             101










Stock or other Marketable Securities to be increased if the aggregate of the
authorized amount of the Common Stock or other Marketable Securities remaining
unissued and the issued shares of such Common Stock or other Marketable
Securities in its treasury (other than any such shares reserved for issuance in
any other connection) shall not be sufficient to permit the conversion of all
Securities.

            (b) If any shares of Common Stock or other Marketable Securities
which would be issuable upon conversion of Securities hereunder require
registration with or approval of any governmental authority before such shares
or securities may be issued upon such conversion, the Company will in good faith
and as expeditiously as possible endeavor to cause such shares or securities to
be duly registered or approved, as the case may be. The Company will endeavor to
list the shares of Common Stock or other Marketable Securities required to be
delivered upon conversion of the Securities prior to such delivery upon the
principal national securities exchange upon which the outstanding Common Stock
or other Marketable Securities are listed at the time of such delivery.

            SECTION 12.08. Taxes on Conversion. The Company shall pay any and
all documentary, stamp or similar issue or transfer taxes that may be payable in
respect of the issue or delivery of shares of Common Stock or other Marketable
Securities on conversion of Securities pursuant hereto. The Company shall not,
however, be required to pay any such tax which may be payable in respect of any
transfer involved in the issue or delivery of shares of Common Stock or other
Marketable Securities or the portion, if any, of the Securities which is not so
converted in a name other than that in which the Securities so converted were
registered, and no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Company the amount of such tax or
has established to the satisfaction of the Company that such tax has been paid.

            SECTION 12.09. Conversion After Record Date. If any Securities are
surrendered for conversion subsequent to the record date preceding an Interest
Payment Date but on or prior to such Interest Payment Date (except Securities
called for redemption on a Redemption Date between such record date and Interest
Payment Date), the Holder of such Securities at the close of business on such
record date shall be entitled to receive the interest payable on such Securities
on such Interest Payment Date notwithstanding the conversion thereof. Securities
surrendered for conversion






<PAGE>
 
<PAGE>


                                                                             102










during the period from the close of business on any record date next preceding
any Interest Payment Date to the opening of business on such Interest Payment
Date shall (except in the case of Securities which have been called for
redemption on a Redemption Date within such period) be accompanied by payment in
New York Clearing House funds or other funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
Securities being surrendered for conversion. Except as provided in this Section
12.09, no adjustments in respect of payments of interest on Securities
surrendered for conversion or any dividends or distributions or interest on the
Common Stock or other Marketable Securities issued upon conversion shall be made
upon the conversion of any Securities.

            SECTION 12.10. Corporate Action Regarding Par Value of Common Stock.
Before taking any action which would cause an adjustment reducing the applicable
Conversion Price below the then par value (if any) of the shares of Common Stock
or other Marketable Securities deliverable upon conversion of the Securities,
the Company will take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock or other Marketable
Securities at such adjusted Conversion Price.

            SECTION 12.11. Company Determination Final. Any determination that
the Company or the Board of Directors must make pursuant to this Article is
conclusive.

            SECTION 12.12. Trustee's Disclaimer. The Trustee has no duty to
determine when an adjustment under this Article should be made, how it should be
made or what it should be. The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities. The Trustee shall not be responsible for the Company's failure to
comply with this Article. Each Conversion Agent other than the Company shall
have the same protection under this Section as the Trustee.


                                  ARTICLE XIII

                                  Subordination

            SECTION 13.01. Agreement To Subordinate. The Company agrees, and
each Securityholder by accepting a Security agrees, that the indebtedness
evidenced by the






<PAGE>
 
<PAGE>


                                                                             103










Securities and the payment of the principal of (and premium, if any) and
interest on each and all of the Securities is hereby expressly subordinated in
right of payment, to the extent and in the manner provided in this Article, to
the prior payment in full in cash or cash equivalents of all Senior Indebtedness
and that such subordination is for the benefit of the holders of Senior
Indebtedness.

            SECTION 13.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of all or substantially all the assets of the Company,
whether voluntary or involuntary, or upon any reorganization, readjustment,
arrangement or similar proceeding relating to the Company or its property,
whether or not the Company is a party thereto and whether in bankruptcy,
insolvency, receivership or similar proceedings, or upon any assignment by the
Company for the benefit of creditors or upon any other marshaling of the assets
and liabilities of the Company:

            (a) all Senior Indebtedness shall first be paid in full in cash or
      cash equivalents, or provisions made for such payment by deposit thereof
      in trust with a bank or banks (either theretofore acting as trustees under
      indentures pursuant to which Senior Indebtedness shall have been issued or
      duly appointed paying agents for the purpose), before any payment or
      distribution, whether in cash, property or securities (other than
      securities of the Company as reorganized or readjusted, or securities of
      the Company or any other corporation provided for by a plan of
      reorganization or readjustment, the payment of which is subordinate, at
      least to the extent provided in this Article with respect to the
      Securities, to the payment of all indebtedness of the nature of Senior
      Indebtedness, so long as the rights of the holders of the Senior
      Indebtedness are not altered adversely by such reorganization or
      readjustment ("Equivalent Securities")), is made on account of the
      principal of or interest on the indebtedness evidenced by the Securities;

            (b) any payment or distribution of any kind or character in respect
      of the principal of or interest on the Securities, whether in cash,
      property or securities (other than Equivalent Securities), to which the
      Holders of the Securities would be entitled except for the provisions of
      this Article shall be paid or delivered by the Company or the liquidating
      trustee or agent or other person making such payment or distribution,






<PAGE>
 
<PAGE>


                                                                             104










      whether a trustee in bankruptcy, a receiver or liquidating trustee or
      other trustee or agent, directly and ratably to the holders of Senior
      Indebtedness or their Representatives (subject to any subordination of any
      class of Senior Indebtedness, by the provisions thereof, to any other
      class or classes of Senior Indebtedness), ratably according to the
      aggregate amounts remaining unpaid on account of the principal of, and the
      premium, if any, and interest on, the Senior Indebtedness held or
      represented by each, to the extent necessary to make payment in full of
      all Senior Indebtedness remaining unpaid, after giving effect to any
      concurrent payment or distribution, or provision therefor, to the holders
      of such Senior Indebtedness; and

            (c) in the event that, notwithstanding the foregoing, any payment or
      distribution of any kind or character in respect of the principal of or
      interest on the Securities, whether in cash, property or securities (other
      than Equivalent Securities), shall be received by the Trustee or the
      holders of the Securities before all Senior Indebtedness is paid in full,
      or provision made as aforesaid for its payment, such payment or
      distribution shall be held in trust for the ratable benefit of and shall
      be ratably paid over or delivered to the holders of Senior Indebtedness
      remaining unpaid or unprovided for or their Representatives, as provided
      in the foregoing subparagraph (b), for application to the payment of all
      principal of, and premium, if any, and interest on, such Senior
      Indebtedness remaining unpaid until all such Senior Indebtedness shall
      have been paid in full, after giving effect to any concurrent payment or
      distribution, or provision therefor, to the holders of such Senior
      Indebtedness.

            Subject to the payment in full of all Senior Indebtedness or
provisions being made as aforesaid for its payment, the Holders of the
Securities shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company payable or distributable to the holders of the Senior
Indebtedness, until the principal of and interest on the Securities shall be
paid in full. No payment or distribution to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities would be entitled except for the provisions of this Article, and no
payment over or delivery pursuant to the provisions of this Article to the






<PAGE>
 
<PAGE>


                                                                             105










holders of the Senior Indebtedness or their Representatives by the Trustee or
the Holders of the Securities, shall, as between the Company, its creditors
other than the holders of Senior Indebtedness and the Holders of the Securities,
be deemed to be a payment by the Company to or on account of the Senior
Indebtedness, and no payments or distributions to the Trustee or the Holders of
the Securities of cash, property or securities payable or distributable to the
holders of Senior Indebtedness, to which the Trustee or the Holders of the
Securities shall become entitled pursuant to the provisions of the preceding
sentence, shall, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be a
payment by the Company to the Holders of or on account of the Securities. Upon
any distribution of assets or securities of the Company referred to in this
Article, the Trustee, subject to the provisions of Article VI, and the Holders
of the Securities shall be entitled to 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
liquidating trustee or agent or other person making any payment or distribution
to the Trustee or to the Holders of the Securities for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

            SECTION 13.03. Default on Senior Indebtedness. Subject to the
provisions of Section 13.04 hereof, in the event and during the continuation of
any default in the payment of principal of, or premium, if any, or interest on,
or other monetary obligation with respect to, any Senior indebtedness beyond any
applicable period of grace, or in the event that any event of default with
respect to any Senior Indebtedness shall have occurred and be continuing, unless
and until such default or event of default shall have been cured or waived or
shall have ceased to exist, no payment of principal or interest shall be made by
the Company on the Securities. Nothing contained in this Article or elsewhere in
this Indenture, or in any of the Securities, shall, however, (a) prevent the
Company from setting aside in trust as provided in Section 10.03 or depositing
with the Trustee, at any time, except during the pendency of any of the
proceedings or upon the happening of any of the events referred to in the first
paragraph of






<PAGE>
 
<PAGE>


                                                                             106










Section 13.02 or during the continuation of any such default or event of default
(not cured or waived), moneys for the payment of principal of or interest on the
Securities or (b) prevent the application by the Trustee of any moneys deposited
with it hereunder by the Company to the payment of or on account of the
principal of or interest on the Securities, if, at the time of such deposit, the
Trustee did not have written notice of any event prohibiting the making of such
deposit by the Company.

            The Company shall give prompt written notice to the Trustee of any
facts which would prohibit the making of any payment of moneys to or by the
Trustee, including any dissolution, winding up, liquidation or reorganization of
the Company within the meaning of this Article. Anything in this Article or
elsewhere in this Indenture contained to the contrary notwithstanding, the
Trustee shall not be charged with knowledge of the existence of any Senior
Indebtedness or of any default or event of default with respect to any Senior
Indebtedness or of any other facts which would prohibit the making of any
payment of moneys to or by the Trustee, unless and until the Trustee shall have
received notice in writing to that effect signed by an officer of the Company or
by a holder of Senior Indebtedness who shall have been certified by the Company
or otherwise established to the reasonable satisfaction of the Trustee to be
such holder or by a Representative of Senior Indebtedness.

            SECTION 13.04. Disputes with Holders of Certain Senior Indebtedness.
Any failure by the Company to make any payment on or perform any other
obligation under Senior Indebtedness, other than any indebtedness incurred by
the Company or assumed or guaranteed, directly or indirectly, by the Company for
money borrowed (or any deferral, renewal, extension or refunding thereof) or any
indebtedness or obligation in which the provisions of this Section shall have
been waived by the Company in the instrument or instruments by which the Company
incurred, assumed, guaranteed or otherwise created such indebtedness or
obligation, shall not be deemed a default or event of default under Section
13.03 hereof for so long as (a) the Company shall be disputing its obligation to
make such payment or perform such obligation and (b) either (i) such dispute
shall not have resulted in a judgment against the Company or the applicable
Subsidiary that shall have remained undischarged or unbonded and have remained
in force for more than the applicable appeal period or (ii) in the event of such
a judgment, the Company or the applicable Subsidiary shall in good faith be
prosecuting an appeal or






<PAGE>
 
<PAGE>


                                                                             107










other proceeding for review and which a stay of execution shall have been
obtained pending such appeal or review.

            SECTION 13.05. Acceleration of Notes. If an Event of Default, other
than an Event of Default under paragraph (e) or (f) of Section 5.01, shall have
occurred and be continuing, the Trustee or the Holder of Securities electing to
accelerate the Securities pursuant to Section 5.02 shall give the
Representatives of the Senior Indebtedness five days' prior written notice
before accelerating the Securities, which notice shall state that it is a
"Notice of Intent to Accelerate"; provided, however, that the Trustee or such
Holders may so accelerate the Securities immediately without such notice if at
such time payment of any Senior Indebtedness shall have been accelerated. If
payment of the Securities is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Indebtedness (or their
Representatives) of the acceleration.

            SECTION 13.06. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article should not
have been made to them, the Securityholders who receive the distribution shall
hold it in trust for holders of Senior Indebtedness and pay it over to them as
their interests may appear.

            SECTION 13.07. Relative Rights. This Article defines the relative
rights of Securityholders and holders of Senior Indebtedness. Nothing in this
Indenture shall:

            (a) impair, as between the Company and Securityholders, the
      obligation of the Company, which is absolute and unconditional, to pay
      principal of and interest on the Securities in accordance with their
      terms;

            (b) affect the relative rights of Securityholders and creditors of
      the Company other than holders of Senior Indebtedness; or

            (c) prevent the Trustee or any Securityholder from exercising its
      available remedies upon an Event of Default, subject to the rights of
      holders of Senior Indebtedness to receive distributions otherwise payable
      to Securityholders.







<PAGE>
 
<PAGE>


                                                                             108










            If the Company fails because of this Article to pay principal of or
interest on a Security on the due date, the failure is still an Event of
Default.

            SECTION 13.08. Subordination May Not Be Impaired by Company. No
right of any holder of Senior Indebtedness to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or by its failure to comply with this Indenture.

            SECTION 13.09. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative.

            SECTION 13.10. Rights of Trustee and Paying Agent. The Trustee or
Paying Agent may continue to make payments on the Securities until it receives
notice satisfactory to it that payments may not be made under this Article. The
Company, a Representative or a holder of Senior Indebtedness who shall have been
certified by the Company or otherwise established to the reasonable satisfaction
of the Trustee to be such holder may give the notice; provided, however, that if
an issue of Senior Indebtedness has a Representative, only the Representative
may give the notice on behalf of the holders of Senior Indebtedness.

            The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Security Registrar, the Paying Agent and the Conversion Agent may do the same
with like rights.

            SECTION 13.11. Notice to Trustee. The Company shall give prompt
written notice to a Trust Officer at the address of the Trustee determined
pursuant to Section 1.05 of any fact known to the Company which would prohibit
the making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article XIII or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior






<PAGE>
 
<PAGE>


                                                                             109










Indebtedness or from any Representative therefor, and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Section 6.01,
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 by the close of business on the Business Day immediately prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of principal or interest),
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 purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it during or after the close
of business on such immediately prior Business Day.

            SECTION 13.12. Trustee Not a Fiduciary. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness, but
shall have only such obligations to such holders as are expressly set forth in
this Article XIII.

            SECTION 13.13. Effectuation of Subordination by Trustee. Each Holder
of Securities, by his acceptance thereof, authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

            SECTION 13.14. Article Applicable to Paying Agents. In case at any
time any Paying Agent other than the Trustee and the Company shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context shall require
otherwise) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.

            SECTION 13.15. Trustee; Compensation Not Prejudiced. Nothing in this
Article shall apply to claims of, or payments to, the Trustee pursuant to
Section 6.07.








<PAGE>
 
<PAGE>


                                                                             110











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


                                TIME WARNER INC.,

                                              by
                                                ---------------------------
                                                Name:  Thomas W. McEnerney
                                                Title:  Vice President

Attest:


by
   --------------------
   Name:
   Title:








<PAGE>
 
<PAGE>


                                                                             111









                                 CHEMICAL BANK,
                                   as Trustee,

                                              by
                                                -------------------------
                                                Name:  Richard Lorenzen
                                                Title: Senior Trust Officer

Attest:


by
   --------------------
   Name:
   Title:

<PAGE>