<PAGE>

                                                                     Exhibit 4.1

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


                                COMDISCO, INC.


                                      To



                            SUNTRUST BANK, ATLANTA

                              _________________


                                   INDENTURE

                              _________________

                        Dated as of  September 15, 1999


                            Senior Debt Securities


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

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Parties...................................................................     1
Recitals..................................................................     1

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions..................................................     1
Act.......................................................................     2
Additional Amounts........................................................     2
Affiliate.................................................................     2
Authenticating Agent......................................................     2
Authorized Newspaper......................................................     2
Bearer Security...........................................................     2
Board of Directors........................................................     2
Board Resolution..........................................................     2
Business Day..............................................................     2
Commission................................................................     2
Company...................................................................     3
Company Request and Company Order.........................................     3
Consolidated Assets.......................................................     3
Corporate Trust Office....................................................     3
Corporation...............................................................     3
Coupon....................................................................     3
Defaulted Interest........................................................     3
Depositary................................................................     3
Dollars or $..............................................................     3
Event of Default..........................................................     3
Holder....................................................................     3
Indenture.................................................................     4
Interest..................................................................     4
Interest Payment Date.....................................................     4
Lien......................................................................     4
Maturity..................................................................     4
Officers' Certificate.....................................................     4
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Opinion of Counsel........................................................     5
Original Issue Discount Security..........................................     5
Outstanding...............................................................     5
Paying Agent..............................................................     5
Person....................................................................     6
Place of Payment..........................................................     6
Predecessor Security......................................................     6
Property..................................................................     6
Redemption Date...........................................................     6
Redemption Price..........................................................     6
Registered Security.......................................................     6
Regular Record Date.......................................................     6
Responsible Officer.......................................................     6
Security or Securities....................................................     6
Security Register and Security Registrar..................................     7
Special Record Date.......................................................     7
Stated Maturity...........................................................     7
Subsidiary................................................................     7
Trustee...................................................................     7
Trust Indenture Act.......................................................     7
United States.............................................................     7
United States Alien.......................................................     7
Vice President............................................................     7
Voting Stock..............................................................     7
SECTION 102. Compliance Certificates and Opinions.........................     8
SECTION 103. Form of Documents Delivered to Trustee.......................     8
SECTION 104. Acts of Holders..............................................     8
SECTION 105. Notices, etc., to Trustee and Company........................    10
SECTION 106. Notice to Holders of Securities; Waiver......................    11
SECTION 107. Language of Notices, etc.....................................    11
SECTION 108. Conflict with Trust Indenture Act............................    11
SECTION 109. Effect of Headings and Table of Contents.....................    12
SECTION 110. Successors and Assigns.......................................    12
SECTION 111. Separability Clause..........................................    12
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
SECTION 112. Benefits of Indenture........................................    12
SECTION 113. Governing Law................................................    12
SECTION 114. Legal Holidays...............................................    12

                                  ARTICLE TWO

                                SECURITY FORMS

SECTION 201. Forms Generally..............................................    12
SECTION 202. Form of Trustee's Certificate of Authentication..............    14
SECTION 203. Securities in Global Form....................................    14

                                 ARTICLE THREE

                                THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series........................    14
SECTION 302.  Denominations...............................................    17
SECTION 303.  Execution, Authentication, Delivery and Dating..............    17
SECTION 304.  Temporary Securities........................................    19
SECTION 305.  Registration, Transfer and Exchange.........................    20
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities............    23
SECTION 307.  Payment of Interest; Interest Rights Preserved..............    23
SECTION 308.  Persons Deemed Owners.......................................    25
SECTION 309.  Cancellation................................................    25
SECTION 310.  Computation of Interest.....................................    26

                                ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.....................    26
SECTION 402.  Application of Trust Money..................................    27

                                 ARTICLE FIVE

                                   REMEDIES

SECTION 501.  Events of Default...........................................    27
SECTION 502.  Acceleration of Maturity; Rescission and Annulment..........    29
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
              Trustee.....................................................    29
SECTION 504.  Trustee May File Proofs of Claim............................    31
SECTION 505.  Trustee May Enforce Claims without Possession of Securities
              or Coupons..................................................    31
SECTION 506.  Application of Money Collected..............................    31
SECTION 507.  Limitation on Suits.........................................    32
SECTION 508.  Unconditional Right of Holders to Receive Principal,
              Premium and Interest........................................    32
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
SECTION 509. Restoration of Rights and Remedies.............................  32
SECTION 510. Rights and Remedies Cumulative.................................  33
SECTION 511. Delay or Omission Not Waiver...................................  33
SECTION 512. Control by Holders of Securities...............................  33
SECTION 513. Waiver of Past Defaults........................................  33
SECTION 514. Undertaking for Costs..........................................  34
SECTION 515. Waiver of Stay or Extension Laws...............................  34

                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities............................  34
SECTION 602. Notice of Defaults.............................................  35
SECTION 603. Certain Rights of Trustee......................................  36
SECTION 604. Not Responsible for Recitals or Issuance of Securities.........  36
SECTION 605. May Hold Securities............................................  37
SECTION 606. Money Held in Trust............................................  37
SECTION 607. Compensation and Reimbursement.................................  37
SECTION 608. Corporate Trustee Required; Eligibility........................  38
SECTION 609. Resignation and Removal; Appointment of Successor..............  38
SECTION 610. Acceptance of Appointment by Successor.........................  39
SECTION 611. Merger, Conversion, Consolidation or Succession to Business....  40
SECTION 612. Preferential Collection of Claims Against Company..............  41
SECTION 613. Appointment of Authenticating Agent............................  41

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.....  43
SECTION 702.  Preservation of Information; Communications to Holders........  44
SECTION 703.  Reports by Trustee............................................  45
SECTION 704.  Reports by the Company........................................  45

                                 ARTICLE EIGHT

               CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801.  Consolidations and Mergers of Company and Sales, Leases and
              Conveyances Permitted Subject to Certain Conditions...........  46
SECTION 802.  Rights and Duties of Successor Corporation....................  46
SECTION 803.  Officers' Certificate and Opinion of Counsel..................  47
</TABLE>

                                     -iv-
<PAGE>



<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

<S>                                                                         <C>

SECTION 901.  Supplemental Indentures without Consent of Holders............  47
SECTION 902.  Supplemental Indentures with Consent of Holders...............  48
SECTION 903.  Execution of Supplemental Indentures..........................  49
SECTION 904.  Effect of Supplemental Indentures.............................  49
SECTION 905.  Conformity with Trust Indenture Act...........................  49
SECTION 906.  Reference in Securities to Supplemental Indenture.............  49

                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001. Payment of Principal, Premium, if any, and Interest...........  50
SECTION 1002. Maintenance of Office or Agency...............................  50
SECTION 1003. Money for Securities Payments To Be Held in Trust.............  51
SECTION 1004. Additional Amounts............................................  52
SECTION 1005. Statement as to Compliance; Notice of Certain Defaults........  53
SECTION 1006. Waiver of Certain Covenants...................................  53

                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article......................................  53
SECTION 1102. Election to Redeem; Notice to Trustee.........................  53
SECTION 1103. Selection by Trustee of Securities to be Redeemed.............  53
SECTION 1104. Notice of Redemption..........................................  54
SECTION 1105. Deposit of Redemption Price...................................  55
SECTION 1106. Securities Payable on Redemption Date.........................  55
SECTION 1107. Securities Redeemed in Part...................................  56

                                ARTICLE TWELVE

                                 SINKING FUNDS

SECTION 1201. Applicability of Article......................................  56
SECTION 1202. Satisfaction of Sinking Fund Payments With Securities.........  56
SECTION 1203. Redemption of Securities for Sinking Fund.....................  57

                               ARTICLE THIRTEEN

                      REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article......................................  57

                               ARTICLE FOURTEEN
</TABLE>

                                      -v-
<PAGE>


<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
                       MEETINGS OF HOLDERS OF SECURITIES

<S>                                                                         <C>
SECTION 1401. Purposes for Which Meetings May Be Called.....................  58
SECTION 1402. Call, Notice and Place of Meetings............................  58
SECTION 1403. Persons Entitled to Vote at Meetings..........................  58
SECTION 1404. Quorum; Action................................................  58
SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of
              Meetings......................................................  59
SECTION 1406. Counting Votes and Recording Action of Meetings...............  60

                                ARTICLE FIFTEEN

                           MISCELLANEOUS PROVISIONS

SECTION 1501. Securities in Foreign Currencies..............................  60
SECTION 1502. Payments in Substitute Currencies.............................  60
</TABLE>

                                     -vi-
<PAGE>

                                COMDISCO, INC.

    Reconciliation and tie between Trust Indenture Act of 1939, as amended
                 and Indenture dated as of  September 15, 1999

<TABLE>
<CAPTION>
Trust Indenture Act Section                         Indenture Section
---------------------------                         -----------------
<S>                                                 <C>
(S)310(a)(1)....................................... 608
    (a)(2)......................................... 608
    (a)(3)......................................... Not Applicable
    (a)(4)......................................... Not Applicable
    (b)............................................ 608, 609
    (c)............................................ Not Applicable
(S)311(a).......................................... 612(a), (c)
    (b)............................................ 612(b), (c)
    (c)............................................ Not Applicable
    (b)(2)......................................... 703(a)(2), 703(b)
    (c)............................................ Not Applicable
(S)312(a).......................................... 701, 702(a)
    (b)............................................ 702(b)
    (c)............................................ 702(c)
(S)313(a).......................................... 703(a)
    (b)(1)......................................... Not Applicable
    (b)(2)......................................... 703(b)
    (c)............................................ 703(c)
    (d)............................................ 703(d)
(S)314(a).......................................... 704
    (b)............................................ Not Applicable
    (c)(1)......................................... 102
    (c)(2)......................................... 102
    (c)(3)......................................... Not Applicable
    (d)............................................ Not Applicable
    (e)............................................ 102
    (f)............................................ Not Applicable
(S)315(a).......................................... 601
    (b)............................................ 602, 703(a)(6)
    (c)............................................ 602
    (d)............................................ 603
    (e)............................................ 514
(S)316(a)(last sentence)........................... 101
    (a)(1)(A)...................................... 502, 512
    (a)(1)(B)...................................... 13
    (a)(2)......................................... Not Applicable
    (b)............................................ 508
    (c)............................................ 104(e)
(S)317(a)(1)....................................... 503
    (a)(2)......................................... 504
    (b)............................................ 1003
(S)318(a).......................................... 108
    (c)............................................ 108
</TABLE>
_________________
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of this Indenture.
<PAGE>

     INDENTURE, dated as of September 15, 1999, between Comdisco, Inc., a
Delaware corporation (hereinafter called the "Company"), having its principal
                                              -------
office at 6111 North River Road, Rosemont, Illinois 60018, and SunTrust Bank,
Atlanta, a Georgia banking corporation (hereinafter called the "Trustee"),
                                                                -------
having its principal office in Atlanta, Georgia.

                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
unsubordinated debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
            ----------
of interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.

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

     NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the Holders thereof, and the sum of one dollar duly paid by the
Company to the Trustee, the receipt of which is hereby acknowledged, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows:

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:


                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.   Definitions

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

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

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

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

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

     "Act"  when used with respect to any Holders has the meaning specified in
      ---
     Section 104.
<PAGE>

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

     "Affiliate" 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 the meanings correlative to
the foregoing.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
      --------------------
to Section 613 to act on behalf of the Trustee to authenticate Securities of one
or more series.

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

     "Bearer Security" means any Security in the form established pursuant to
      ---------------
Section 201 which is payable to bearer.

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

     "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", with respect to any Place of Payment means each Monday,
      ------------
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions or trust companies in the Place of Payment are authorized or
obligated by law to close, except as may otherwise be provided in the form of
Securities of any particular series pursuant to the provisions of this
Indenture.

     "Commission" means the Securities and Exchange Commission, as constituted
      ----------
from time to time, 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.

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

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

                                      -2-
<PAGE>

     "Consolidated Assets" means the amount of all assets which under general
      -------------------
accepted accounting principles as in effect on the date of such balance sheet,
would appear on a consolidated balance sheet of the Company and its Subsidiaries
(after deducting related depreciation, amortization, unearned finance charges,
allowance for credit losses, and other valuation reserves), but shall not
include goodwill, unamortized debt discount and expenses, corporate organization
expense, patents and trademarks.

     "Corporate Trust Office" means the principal office of the Trustee, at
      ----------------------
which at any particular time its corporate trust business shall be administered,
which office at the date of original execution of this Indenture is located at
25 Park Place, 24th Floor, Atlanta, Georgia  30305.

     "Corporation" includes corporations, associations, companies and business
      -----------
trusts.

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

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

     "Depositary" means, with respect to the Securities of any series issuable
      ----------
or issued in whole or in part in the form of one or more global Securities, the
Person designated as Depositary by the Company pursuant to Section 301 until a
successor Depositary shall have been appointed pursuant to Section 305, and
thereafter 'Depositary' shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
'Depositary' as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Securities of that series.

     "Dollars" or "$" or any similar reference shall mean the currency of the
      -------      -
United States, except as may otherwise be provided in the form of Securities of
any particular series pursuant to the provisions of this Indenture.

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

     "Holder", when used with respect to any Security, means in the case of a
      ------
Registered Security, the Person in whose name the Security is registered in the
Security Register and in the case of a Bearer Security, the bearer thereof and,
when used with respect to any coupon, means the bearer thereof.

     "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 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument due to the appointment of one or more
separate Trustees for any one or more separate series of Securities pursuant to
Section 609(e), "Indenture" shall mean, with respect to such series of
Securities for which any such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the particular series of
Securities for which such Person is Trustee established or contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

     "Interest", when used with respect to an Original Issue Discount Security
      --------
which by its terms bears interest only after Maturity, means interest payable
after Maturity, and, when used with respect to a Security

                                      -3-
<PAGE>

which provides for the payment of Additional Amounts pursuant to Section 1004,
includes such Additional Amounts.

     "Interest Payment Date" means the Stated Maturity of an installment of
      ---------------------
interest on the applicable Securities.

     "Lien" means any interest in Property securing an obligation owed to, or a
      ----
claim by, a Person other than the owner of the Property, whether such interest
is based on the common law, statute or contract (but excluding a landlord's
statutory lien for rent not yet due), and including, but not limited to, the
security interest lien arising from a mortgage, encumbrance, pledge, conditional
sale or trust receipt or a lease, consignment or bailment for security purposes.
The term "Lien" shall include reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions, leases and other
title exceptions and encumbrances affecting Property.  For the purpose of this
Indenture, the Company or a Subsidiary shall be deemed to be the owner of any
Property which it has acquired or holds subject to a conditional sale agreement,
capital lease or other arrangement pursuant to which title to the Property has
been retained by or vested in some other Person for security purposes.

     "Maturity" when used with respect to any Security means the date on which
      --------
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption, request for repayment or
otherwise.

     "Officers' Certificate" means a certificate signed by the Chairman, the
      ---------------------
Vice Chairman, the President, a Vice President or the Treasurer, and by a Vice
President, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, in form and
      ------------------
substance satisfactory to the Trustee, from counsel who may (except as otherwise
expressly provided in this Indenture) be an employee of or counsel for the
Company and who shall be acceptable to the Trustee.

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

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

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

     (ii)   Securities for whose payment or redemption money in the necessary
            amount has been theretofore deposited with the Trustee or any Paying
            Agent (other than the Company) in trust or set aside and segregated
            in trust by the Company (if the Company shall act as its own Paying
            Agent) for the Holders of such Securities and any coupons thereto
            appertaining, 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

     (iii)  Securities which have been paid pursuant to Section 306 or in
            exchange for or in lieu of which other Securities have been
            authenticated and delivered pursuant to this Indenture, other than
            any such Securities in respect of which there shall have been
            presented to the

                                      -4-
<PAGE>

            Trustee proof satisfactory to it that such Securities are held by a
            bona fide purchaser in whose hands such Securities are valid
            obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, the principal amount of
an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that could be declared to be due
and payable pursuant to the terms of such Original Issue Discount Security at
the time the taking of such action by the Holders of such requisite principal
amount is evidenced to the Trustee as provided in Section 104(a), and, provided,
further, that Securities owned beneficially by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor, shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee has received an officer's certificate stating that such Securities are
so owned.  Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.

     "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.

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

     "Place of Payment", when used with respect to the Securities of any series,
      ----------------
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as provided
pursuant to Section 301.

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

     "Property" means any interest in any kinds of property or asset, whether
      --------
real, personal or mixed, or tangible or intangible.

     "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.

     "Redemption Price" when used with respect to any Security to be redeemed
      ----------------
means the price at which it is to be redeemed as determined pursuant to the
provisions of this Indenture.

     "Registered Security" means any Security established pursuant to Section
      -------------------
201 which is registered in the Security Register.

                                      -5-
<PAGE>

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

     "Responsible Officer" when used with respect to 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), the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
trust officer, senior trust officer or assistant trust officer, or any other
officer within the Corporate Trust Department of the Trustee (or any successor
group of the Trustee) customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

     "Security" or "Securities" means any Security or Securities, as the case
      --------      ----------
may be, authenticated and delivered under this Indenture; provided, however,
that if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

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

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

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

     "Subsidiary" means any corporation of which at the time of determination
      ----------
the Company and/or one or more Subsidiaries owns or controls directly or
indirectly more than 50% of the shares of Voting Stock.  "Wholly-owned", when
used with reference to a Subsidiary, means a Subsidiary of which all of the
outstanding capital stock (except for qualifying shares) is owned by the Company
or by one or more wholly-owned Subsidiaries.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, 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" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

     "United States" means the United States of America (including the States
      -------------
and the District of Columbia), its territories and possessions and other areas
subject to its jurisdiction.

                                      -6-
<PAGE>

     "United States Alien" means any Person who, for United States Federal
      -------------------
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "Vice President" when used with respect to the Company shall mean any Vice
      --------------
President of the Company whether or not designated by a number or a word or
words added before or after the title "Vice President".

     "Voting Stock" means stock of the class or classes having general voting
      ------------
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such corporation provided that, for the
purposes hereof, stock which carries only the right to vote conditionally on the
happening of an event shall not be considered voting stock whether or not such
event shall have happened.

SECTION 102.   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 such certificates and opinions as may be required under the Trust
Indenture Act.

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

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

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

     (3)  a statement that, in the opinion of 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 condition or covenant has been
complied with; and

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

SECTION 103.   Form of Documents Delivered to Trustee

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

     Any certificate or opinion of an officer of the Company 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

                                      -7-
<PAGE>

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 104.   Acts of Holders.

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing.
If, but only if, Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fourteen, or a combination of such instruments and any such record.  Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee,
and where it is hereby expressly required, to the Company.  Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments and so voting at any such meeting.  Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 601) conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section.  The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1406.

     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution by any Person of any such
instrument or writing may also be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the
Trustee may determine; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

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

     (d)  The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary,

                                      -8-
<PAGE>

or exhibited to it, the Bearer Securities therein described; or such facts may
be proved by certificate or affidavit of the Person holding such Bearer
Securities if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The principal amount and
serial numbers of Bearer Securities held by the Person so executing such
instrument or writing and the date of holding the same may also be proved in any
other manner which the Trustee deems sufficient.

     (e)  If the Company shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, or for purpose of determining the identity of Holders
entitled to vote or consent to any action authorized or permitted by Sections
512 or 513 of this Indenture, the Company may, at its option, by or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders of Registered Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so.  If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of
Registered Securities of record at the close of business on such record date
shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

     (f)  Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

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

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

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

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

          (2)  the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to the attention of its Treasurer at the address of

                                      -9-
<PAGE>

     its principal office specified in the first paragraph of this instrument or
     at any other address previously furnished in writing to the Trustee by the
     Company, or

          (3)  the Trustee by the Company or the Company by the Trustee, shall
     be sufficient for every purpose hereunder if made, given, furnished or
     filed in writing by facsimile transmission to or with the Trustee at (404)
     588-7335 (Attn: Corporate Trust Department) or Company at (847) 518-5088
     (Attn: General Counsel), or at any other facsimile number previously
     furnished in writing by the receiving party to the transmitting party, as
     applicable (receipt confirmed by telephone and original sent by guaranteed
     overnight courier).

SECTION 106.   Notice to Holders of Securities; Waiver.

     Except as otherwise expressly provided herein or in the form of Securities
of any particular series pursuant to the provisions of this Indenture, where
this Indenture provides for notice to Holders of Securities of any event,

          (1)  such notice shall be sufficiently given to Holders of Registered
     Securities if in writing and mailed, first-class postage prepaid, to each
     Holder of a Registered Security 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; and

          (2)  such notice shall be sufficiently given to Holders of Bearer
     Securities, if any, if published in an Authorized Newspaper in The City of
     New York and, if the Securities of such series are then listed on any stock
     exchange outside the United States, in an Authorized Newspaper in such city
     as the Company shall advise the Trustee in writing that such stock exchange
     so requires, on a Business Day at least twice, the first such publication
     to be not earlier than the earliest date and not later than the latest date
     prescribed for the giving of such notice.

     In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.  In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

     In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities 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.

                                      -10-
<PAGE>

SECTION 107.   Language of Notices, etc.

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

SECTION 108.   Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provisions shall control.  If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, such provision of the Act as so modified or
excluded, as the case may be, shall be deemed to apply to this Indenture.

SECTION 109.   Effect of Headings and Table of Contents.

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

SECTION 110.   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 111.   Separability Clause.

     In case any provision in this Indenture or coupons, if any, 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 112.   Benefits of Indenture.

     Nothing in this Indenture or in the Securities or coupons, if any, express
or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent and their successors hereunder and the
Holders of Securities or coupons, if any, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 113.   Governing Law.

     This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 114.   Legal Holidays.

     Except as may otherwise be provided in the form of Securities of any
particular series pursuant to the provisions of this Indenture, in any case
where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or the Securities or
coupons, if any, other than a provision in the Securities which specifically
states that such provision shall apply in lieu of this Section) payment of
interest or any Additional Amounts or principal (and premium, if any) need not
be made at such Place of Payment on such

                                      -11-
<PAGE>

date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

                                  ARTICLE TWO

                                SECURITY FORMS

SECTION 201.   Forms Generally.

     The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons, if any, and temporary
global Securities, if any, shall be in the form established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, shall have
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may, consistently herewith, be determined by
the officers of the Company executing such Securities, as evidenced by their
execution of such Securities.

     Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, the Securities of each series shall be issuable in
registered form without coupons.  If so provided as contemplated by Section 301,
the Securities of a series also shall be issuable in bearer form, with or
without interest coupons attached.

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

                                      -12-
<PAGE>

SECTION 202.   Form of Trustee's Certificate of Authentication.

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


                              SUNTRUST BANK, ATLANTA, as
                              Trustee


                              By_________________________
                                   Authorized Officer


SECTION 203.   Securities in Global Form.

     If Securities of a series are issuable in whole or in part in global form,
as specified as contemplated by Section 301, then, notwithstanding clause (12)
of Section 301 and the provisions of Section 302, such global Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges or increased to reflect the issuance of
additional uncertificated securities of such series.  Any endorsement of a
global Security to reflect any change in the rights of the Holders of
Outstanding Securities represented thereby, or to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made in such manner and upon written instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or Section 304.

     Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form.


                                 ARTICLE THREE

                                THE SECURITIES

SECTION 301.   Amount Unlimited; Issuable in Series.

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

     The Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto:

          (1)  the title of the Securities and the series in which such
     Securities shall be included;

                                      -13-
<PAGE>

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

          (3)  whether Securities of the series are to be issuable as Registered
     Securities, Bearer Securities (with or without coupons) or both, any
     restrictions applicable to the offer, sale or delivery of Bearer Securities
     and the terms upon which Bearer Securities of the series may be exchanged
     for Registered Securities of the series and vice versa;

          (4)  the Person to whom any interest on any Security of the 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;

          (5)  the date as of which any Bearer Securities of the series and any
     temporary global Security representing Outstanding Securities of the series
     shall be dated if other than the date of original issuance of the first
     Security of the series to be issued;

          (6)  if Securities of the series are to be issuable as Bearer
     Securities, whether interest in respect to any portion of a temporary
     Bearer Security in global form (representing all of the Outstanding Bearer
     Securities of the series) payable in respect of an Interest Payment Date
     prior to the exchange of such temporary Bearer Security for definitive
     Securities of the series shall be paid to any clearing organization with
     respect to the portion of such temporary Bearer Security held for its
     account and, in such event, the terms and conditions (including any
     certification requirements) upon which any such interest payment received
     by a clearing organization will be credited to the Persons entitled to
     interest payable on such Interest Payment Date;

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

          (8)  the rate or rates at which such Securities of a particular series
     shall bear interest, if any, or method in which such rate or rates are
     determined, the date or dates from which such interest shall accrue, the
     Interest Payment Dates on which such interest shall be payable and the
     Regular Record Date for the interest payable on Registered Securities on
     any Interest Payment Date, whether and under what circumstances Additional
     Amounts of such Securities shall be payable in respect of specified taxes,
     assessments or other governmental charges withheld or deducted and, if so,
     whether the Company has the option to redeem the affected Securities rather
     than pay such Additional Amounts, and the basis upon which interest shall
     be calculated if other than that of a 360-day year of twelve 30-day months;

          (9)  the place or places, if any, in addition to or other than the
     Borough of Manhattan, The City of New York, where the principal of (and
     premium, if any) and interest on or Additional Amounts, if any, payable in
     respect of such Securities of a particular series shall be payable;

          (10) the period or periods within which, the price or prices at which
     and the terms and conditions upon which such Securities of a particular
     series may be redeemed, in whole or in part, at the option of the Company;

                                      -14-
<PAGE>

          (11) the obligation, if any, of the Company to redeem or purchase such
     Securities of a particular 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 such Securities of a particular series shall be redeemed or
     purchased, in whole or in part, pursuant to such obligation, and any
     provisions for the remarketing of such Securities;

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

          (13) if other than the principal amount thereof, the portion of the
     principal amount of such Securities of a particular series which shall be
     payable upon declaration of acceleration of the Maturity thereof pursuant
     to Section 502;

          (14) if other than such coin or currency of the United States of
     America as at the time of payment is legal tender for payment of public or
     private debts, the coin or currency, including composite currencies, in
     which payment of the principal of (and premium, if any) or interest, if
     any, on and Additional Amounts in respect of such Securities of a
     particular series shall be payable;

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

          (16) if the amount of payments of principal of (and premium, if any)
     or interest, if any, on, and Additional Amounts in respect of such
     Securities of a particular series may be determined with reference to an
     index, formula or other method based on a coin or currency other than that
     in which the Securities are stated to be payable, the manner in which such
     amounts shall be determined.

          (17) if the Securities of such series are to be issuable in definitive
     form (whether upon original issue or upon exchange of a temporary Security
     of such series) only upon receipt of certain certificates or other
     documents or satisfaction of other conditions, then the form and terms of
     such certificates, documents or conditions; and

          (18) the extent to which any of the Securities of a particular series
     will be issuable in whole or in part in the form of one or more temporary
     or permanent global Security or Securities and, in such case, the
     Depositary for such global Security or Securities, the terms and
     conditions, if any, upon which such global Securities may be exchanged in
     whole or in part for definitive securities, and the manner in which any
     interest payable on a temporary or permanent global Security will be paid.

          (19) any other terms of such Securities of a particular series (which
     terms shall not be inconsistent with the provisions of this Indenture).

                                      -15-
<PAGE>

     All Securities of any one series and coupons appertaining to Bearer
Securities of such series, if any, shall be substantially identical except as to
denomination and the rate or rates of interest, if any, and Stated Maturity, the
date from which interest, if any, shall accrue and except as may otherwise be
provided in or pursuant to such Board Resolution and set forth in such Officers'
Certificate or in any indenture supplemental hereto.  All Securities of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened for issuances of additional Securities of such series or
to establish additional terms of such series of Securities, provided, however,
that such additional terms shall not adversely affect the interest of the
Holders of Securities of any such series or any related coupons in any material
respect.

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

SECTION 302.   Denominations.

     Unless other denominations and amounts may from time to time be fixed by or
pursuant to a Board Resolution, the Registered Securities of each series, if
any, shall be issuable in registered form without coupons in denominations of
$1,000 and any integral multiple thereof, and the Bearer Securities of each
series, if any, shall be issuable in the denomination of $5,000, or in such
other denominations and amounts as may from time to time be fixed by or pursuant
to a Board Resolution.

SECTION 303.   Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, President, Vice President serving as Chief Financial Officer 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.  Coupons, if any, shall
bear the facsimile signature of the Treasurer or any Assistant Treasurer of the
Company.

     Securities and coupons, if any, 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 of any series, together with any
coupons appertaining thereto, if any, executed by the Company to the Trustee for
authentication, together with the Board Resolution and Officers' Certificate or
supplemental indenture with respect to such Securities referred to in Section
301 and a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order and subject to the
provisions hereof shall authenticate and deliver such Securities;  provided,
however, that, in connection with its original issuance, no Bearer Security
(including any temporary Bearer Security issued pursuant to Section 304 which is
not a Global Security) shall be mailed or otherwise delivered to any location in
the United States; and provided further that a Bearer Security may be delivered
outside the United States in connection with its original issuance only if the
Person entitled to receive such Bearer Security (including any temporary Bearer
Security issued pursuant to Section 304 which is not a Global Security) shall
have furnished a certificate in the form and manner specified in a Board
Resolution and Officers' Certificate or supplemental indenture with respect to
such Bearer Securities referred to in Section 301.  In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in

                                      -16-
<PAGE>

relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

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

     (b)  that all conditions precedent to the authentication and delivery of
such Securities together with the coupons, if any, appertaining thereto, have
been complied with and that such Securities, and coupons, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms, subject to bankruptcy, insolvency, moratorium, reorganization and other
laws of general applicability relating to or affecting the enforcement of
creditors' rights and to general equity principles;

     (c)  that all laws and requirements in respect of the execution and
delivery by the Company of such Securities and coupons, if any, have been
complied with; and

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

     If the Company shall establish pursuant to Section 301 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global Securities in registered or permanent bearer form, then the Company shall
execute and the Trustee shall, in accordance with this Section and a Company
Order for the authentication and delivery of such global Securities with respect
to such series, authenticate and deliver one or more global Securities in
temporary or permanent form that (i) shall represent and shall be denominated in
an aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more global Securities,
(ii) shall be registered, if in registered form, in the name of the Depositary
for such global Security or Securities or the nominee of such Depositary and
(iii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions and (iv) shall, if in registered form, bear a legend
substantially to the following effect:

          "Unless and until it is exchanged in whole or in part for
     Debt Securities in definitive form, this Debt Security may not be
     transferred except as a whole by the Depositary to a nominee of
     the Depositary or by a nominee of the Depositary to the
     Depositary or another nominee of the Depositary or by the
     Depositary or any such nominee to a successor Depositary or a
     nominee of such successor Depositary."

     Each Depositary designated pursuant to Section 301 for a global Security in
registered form must, at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and any other applicable statute or
regulation."

     The Trustee shall not be required to authenticate Securities of any series
if the issue of such Securities pursuant to this Indenture will affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee or if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken.

     If a Board Resolution relating to any series of Securities shall so permit,
the Company may, pursuant to a Company Order, set up procedures acceptable to
the Trustee for the issuance of such Securities, including procedures to
determine the interest rate, stated maturity, date of issuance and other terms
of such Securities, and such Company Order or procedures may authorize
authentication and delivery

                                      -17-
<PAGE>

of Securities pursuant to oral instructions from the Company or its authorized
agent, which instructions shall be promptly confirmed in writing.

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued and contemplate issuance of all Securities
of such series.

     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any temporary Bearer Security in global form shall be
dated as of the date specified as contemplated by Section 301.

     No Security or coupon appertaining thereto shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certification of authentication substantially in the
form provided for in Section 202 or 614 executed by or on behalf of the Trustee
by the manual signature of one of its authorized officers, 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
309, 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.  Except as permitted by Section 306 or 307, the
Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.

SECTION 304.   Temporary Securities.

     Pending the preparation of definitive Securities of any series, the Company
may execute and deliver to the Trustee, and upon Company Order the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such
Securities may determine, as evidenced by their execution of such Securities.
In the case of Bearer Securities of any series, such temporary Securities may be
in global form, representing all of the Outstanding Bearer Securities of such
series.

     Except in the case of temporary Global Securities in bearer form (which
shall be exchanged in accordance with provisions specified as contemplated by
Section 301) and temporary Securities in global form (which shall be exchanged
in accordance with the provisions of Sections 305 and 301), if temporary
Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay.  After the
preparation of definitive Securities, the temporary Securities of such series
shall be exchangeable upon request for definitive Securities of such series
containing identical terms and provisions upon surrender of the temporary
Securities of such series at an office or agency of the Company maintained for
such purpose pursuant to Section 1002, without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities of any series
(accompanied by any unmatured coupons appertaining thereto) the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of authorized denominations of
the same series containing identical terms and provisions; provided, however,
that no definitive Bearer

                                      -18-
<PAGE>

Security, except as provided pursuant to Section 301, shall be delivered in
exchange for a temporary Registered Security; and provided, further, that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth therein.

     Unless otherwise specified as contemplated by Section 301, temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

SECTION 305.   Registration, Transfer and Exchange.

     With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept, at an office or agency of the Company maintained
pursuant to Section 1002, a register (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 the Registered
Securities of each series and of transfers of the Registered Securities of each
series.  In the event that the Trustee shall not be the Security Registrar, it
shall have the right to examine the Security Register at all reasonable times.

     Upon surrender for registration of transfer of any Registered Security of
any series at any office or agency of the Company maintained for that series
pursuant to Section 1002, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series of any
authorized denominations, of a like aggregate principal amount bearing a number
not contemporaneously outstanding and containing identical terms and provisions.

     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any such office or agency.  Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

     At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series containing identical
terms and provisions, of any authorized denominations and aggregate principal
amount, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining.  If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company and the Trustee in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless.  If thereafter the Holder of such
Security shall surrender to any Paying Agent any such missing coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States.  Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be

                                      -19-
<PAGE>

(or, if such coupon is so surrendered with such Bearer Security, such coupon
shall be returned to the person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

     If expressly provided with respect to the Securities of any series, at the
option of the Holder, Registered Securities of such series may be exchanged for
Bearer Securities upon such terms and conditions as may be provided with respect
to such series.

     Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 303, the Company shall
appoint a successor Depositary with respect to the Securities of such series.
If a successor Depositary for the Securities of such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company's election pursuant to clause (18) of
Section 301 shall no longer be effective with respect to the Securities of such
series and the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver Securities of such series of like tenor
and terms in definitive form in an aggregate principal amount equal to the
principal amount of the global Security or Securities representing such series
in exchange for such global Security or Securities.

     The Company may at any time and in its sole discretion determine that the
Securities of any series issued 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 Order
for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver Securities of such series of like tenor and terms
in definitive form in an aggregate principal amount equal to the principal
amount of the global Security or Securities representing such series in exchange
for such global Security or Securities.

     If specified by the Company pursuant to Section 301 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a global Security for such series of Securities in exchange in whole or in part
for Securities of such series of like tenor and terms and in definitive form on
such terms as are acceptable to the Company, the Trustee and such Depositary.
Thereupon, the Company shall execute, and the Trustee upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such
series, shall authenticate and deliver, without service charge:

     (a)  to the Depositary or to each Person specified by such Depositary 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 in the
global Security; and

     (b)  to such Depositary 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.

                                      -20-
<PAGE>

     In any exchange provided for in any of the preceding three paragraphs, the
Company will execute and the Trustee, pursuant to a Company Order, will
authenticate and deliver Securities (a) in definitive registered form in
authorized denominations, if the Securities of such series are issuable as
Registered Securities, (b) in definitive bearer form in authorized
denominations, with coupons attached, if any, if the Securities of such series
are issuable as Bearer Securities or (c) as either Registered or Bearer
Securities, if the Securities of such series are issuable in either form;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security other than in accordance with the
provisions applicable to such transfer and exchange set forth in such Bearer
Security.

     Upon the exchange of global Securities for Securities in definitive form,
such global Securities shall be cancelled by the Trustee.  Registered Securities
issued in exchange for a global Security pursuant to this Section shall be
registered in such names and in such authorized denominations, as the Depositary
for such global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing.  The Trustee
shall deliver such Registered Securities to the Persons in whose names such
Securities are so registered.  The Trustee shall deliver Bearer Securities
issued in exchange for a global Security pursuant to this Section to the
Depositary or to the Persons at such addresses, and in such authorized
denominations, as the Depositary for such global Security, pursuant to
instructions from its direct or indirect participants or otherwise shall
instruct the Trustee in writing; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary global Security other
than in accordance with the provisions applicable to such transfer and exchange
set forth in such Bearer Security.

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

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

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

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

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Securities of any series during a period beginning at the opening
of business 15 days before the day of the selection for redemption of Securities
of that series under Section 1103 and ending at the close of business on the day
of such selection, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except that such Bearer Security may be exchanged for a Registered Security of
that series, provided that such Registered

                                      -21-
<PAGE>

Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture.

SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series containing identical terms and of like principal amount and
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to the surrendered Security.

     If there is delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security or coupon has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains with all appurtenant coupons
not destroyed, lost, or stolen, a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

     In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon; provided,
however, that payments of principal of (and premium, if any) and any interest on
Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

     Every new Security of any series, with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security and its
coupons, if any, shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security or its
coupon 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 that series and their coupons, if any, duly issued
hereunder.

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

SECTION 307.   Payment of Interest; Interest Rights Preserved.

     Interest on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall, if so provided in
such Security, be paid to the Person in whose name that

                                      -22-
<PAGE>

Security (or one or more Predecessor Securities) is registered as of the close
of business on the Regular Record Date for such interest. In case a Bearer
Security of any series is surrendered in exchange for a Registered Security of
such series after the close of business (at an office or agency in a Place of
Payment for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest Payment
Date, such Bearer Security shall be surrendered without the coupon relating to
such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange of such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.

     Any interest on any Registered Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date for
such Registered Security (herein called "Defaulted Interest") shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue
of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Registered Securities affected (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 Registered Security and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record Date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to each Holder of such Registered
     Securities at his address as it appears in the Security Register not less
     than 10 days prior to such Special Record Date. The Trustee may, in its
     discretion, in the name and at the expense of the Company, cause a similar
     notice to be published at least once in a newspaper, customarily published
     in the English language on each Business Day and of general circulation in
     the Borough of Manhattan, The City of New York, but such publication shall
     not be a condition precedent to the establishment of such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been mailed as aforesaid, such
     Defaulted Interest shall be paid to the Persons in whose names such
     Registered Securities (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following Clause (2). In case a Bearer
     Security of any series is surrendered at the office or agency in a Place of
     Payment for such series in exchange for a Registered Security of such
     series after the close of business at such office or agency on any Special
     Record Date and before the opening of business at such office or agency on
     the related proposed date for payment of Defaulted Interest, such Bearer
     Security shall be surrendered without the coupon relating to such proposed
     date of payment and Defaulted Interest will not be payable on such proposed
     date of payment in respect of the Registered Security issued in exchange
     for such Bearer Security, but will be payable only to the Holder of such
     coupon when due in accordance with the provisions of this Indenture.

                                      -23-
<PAGE>

          (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 payment shall be deemed practicable by the Trustee.

     At the option of the Company, interest on Registered Securities of any
series that bear interest may be paid by mailing a check to the address of the
person entitled thereto as such address shall appear in the Security Register.

     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308.   Persons Deemed Owners.

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

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupon be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

     None of the Company, the Trustee, any Authenticating Agent, 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 of a
global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests, and they shall be fully
protected in acting or refraining from acting on any such information provided
by the Depository.

     Notwithstanding the foregoing, with respect to any Global Security, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and Holders of beneficial interests in any Global Security, the operation of
customary practices governing the exercise of the rights of the Depository as
Holder of such Global Security.

SECTION 309.   Cancellation.

     All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities and coupons and Securities and coupons
surrendered directly to the Trustee for any such purpose shall be promptly
cancelled by it.  The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered

                                      -24-
<PAGE>

hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities and coupons held by the Trustee shall be
destroyed and the Trustee shall deliver a certificate of their destruction to
the Company.

SECTION 310.   Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.


                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

SECTION 401.   Satisfaction and Discharge of Indenture.

     Upon the direction of the Company by a Company Order this Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities herein expressly provided for and any
right to receive Additional Amounts, as provided in Section 1004 and the
obligations of the Company set forth in Section 607 hereof), and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

          (1)  either

               (A)  all Securities theretofore authenticated and delivered and
          all coupons appertaining thereto (other than (i) coupons appertaining
          to Bearer Securities surrendered for exchange for Registered
          Securities and maturing after such exchange, whose surrender is not
          required or has been waived as provided in Section 305, (ii)
          Securities and coupons which have been destroyed, lost or stolen and
          which have been replaced or paid as provided in Section 306, (iii)
          coupons appertaining to Securities called for redemption and maturing
          after the relevant Redemption Date, whose surrender has been waived as
          provided in Section 1106, and (iv) Securities and coupons for whose
          payment money has theretofore been deposited in trust or segregated
          and held in trust by the Company and thereafter repaid to the Company
          or discharged from such trust, as provided in Section 1003) have been
          delivered to the Trustee for cancellation; or

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

                    (i)   have become due and payable, or

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

                    (iii) if redeemable at the option of the Company, are to be
               called for redemption within one year under arrangements
               satisfactory to the Trustee for the

                                      -25-
<PAGE>

               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 (i), (ii) or (iii) above, has
          deposited or caused to be deposited with the Trustee as trust funds in
          trust for the purpose an amount sufficient to pay and discharge the
          entire indebtedness on such Securities and coupons not theretofore
          delivered to the Trustee for cancellation, for principal (and premium,
          if any) and interest, and any Additional Amounts with respect thereto,
          to the date of such deposit (in the case of Securities which have
          become due and payable) or to the Stated Maturity or Redemption Date,
          as the case may be;

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

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

     In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met.  In the event there are two or more Trustees hereunder, then
the effectiveness of any such instrument shall be conditioned upon receipt of
such instruments from all Trustees hereunder.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402.   Application of Trust Money.

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


                                 ARTICLE FIVE

                                   REMEDIES

SECTION 501.   Events of Default.

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

                                      -26-
<PAGE>

events described in subsections (1) and (2) below) is either inapplicable to a
particular series or it is specifically deleted or modified in the supplemental
indenture creating such series of Securities or in the form of Security for such
series:

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

          (2)  default in the payment of the principal of (and premium, if any,
     on) any Security of that series when it becomes due and payable at
     Maturity; or

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

          (4)  default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture (other than a covenant or
     warranty a default in whose performance or whose breach is elsewhere in
     this Section specifically dealt with or which has been expressly included
     in this Indenture solely for the benefit of series of Securities other than
     that series), and continuance of such default or breach for a period of 60
     days after there has been given, by registered or certified mail, to the
     Company by the Trustee or to the Company and the Trustee by the Holders of
     at least 10% in principal amount of the Outstanding Securities of that
     series a written notice specifying such default or breach and requiring it
     to be remedied and stating that such notice is a "Notice of Default"
     hereunder; or

          (5)  default in the payment when due (subject to any applicable grace
     period), whether at Stated Maturity or otherwise, of any principal of or
     interest on (however designated) any indebtedness for borrowed money of, or
     guaranteed by, the Company (other than the Securities of any series and
     other than non-recourse indebtedness) in an aggregate principal amount
     exceeding 5% of the consolidated net worth of the Company and its
     subsidiaries (determined as of the most recent fiscal quarter for which a
     balance sheet is available), whether such indebtedness now exists or shall
     hereafter be created, which default shall result in such indebtedness
     becoming or being declared due and payable prior to the date on which it
     would otherwise become due and payable and the Trustee shall have received
     written notice from any Holder of Securities or the Company of such
     declaration; provided, however, that if any such acceleration shall
     subsequently be rescinded or annulled (including through the discharge of
     the accelerated indebtedness) prior to the obtaining of any judgment or
     decree for the payment of any money due on such indebtedness or the actual
     payment of money due on such indebtedness, any acceleration with respect to
     Securities of any series consequent solely on such other acceleration shall
     likewise be deemed rescinded or annulled without further action on the part
     of any Holders; or

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

          (7)  the Company shall commence a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, or
     shall consent to the entry of an

                                      -27-
<PAGE>

     order for relief in an involuntary case under any such law, or shall
     consent to the appointment of or taking possession by a receiver,
     liquidator, assignee, trustee, custodian, sequestrator (or similar
     official) of the Company or for any substantial part of its property, or
     shall make any general assignment for the benefit of creditors, or shall
     fail generally to pay its debts as they become due or shall take any
     corporate action in furtherance of any of the foregoing; or

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

SECTION 502.   Acceleration of Maturity; Rescission and Annulment.

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

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

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

               (A)  all overdue installments of interest on and any Additional
          Amounts payable in respect of all Securities of that series,

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

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

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

          (2)  all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which has become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 513.

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

SECTION 503.   Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company covenants that if

                                      -28-
<PAGE>

          (1)  default is made in the payment of any installment of interest on
     or any Additional Amounts payable in respect of any Security when such
     interest or Additional Amounts shall have become due and payable and such
     default continues for a period of 30 days, or

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

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

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

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

                                      -29-
<PAGE>

SECTION 504.   Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities 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 proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of
the Holders and the Trustee (including, to the extent provided in Section 607,
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 607) allowed in any such proceeding.  In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same in accordance with
Section 506; and any receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities and coupons, 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 607.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or coupon in any such proceeding, provided, however, that the Trustee
may, on behalf of the Holders, vote for the election of a trustee in bankruptcy
or similar official and be a member of a creditors or other similar committee.

SECTION 505.   Trustee May Enforce Claims without Possession of Securities or
Coupons.

     All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

SECTION 506.   Application of Money Collected.

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

          FIRST:  To the payment of all amounts due the Trustee under Section
     607;

          SECOND:  To the payment of the amounts then due and unpaid upon the
     Securities and coupons for principal (and premium, if any) and interest and
     any Additional Amounts payable in

                                      -30-
<PAGE>

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

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

SECTION 507.   Limitation on Suits.

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

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

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

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

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

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

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

SECTION 508.   Unconditional Right of Holders to Receive Principal, Premium and
Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest on and any Additional Amounts in respect of such
Security or payment of such coupon on the respective Stated Maturity or
Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

SECTION 509.   Restoration of Rights and Remedies.

     If the Trustee or any Holder of a Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the

                                      -31-
<PAGE>

Company, the Trustee and the Holders of Securities and coupons shall, subject to
any determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

SECTION 510.   Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 511.   Delay or Omission Not Waiver.

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

SECTION 512.   Control by Holders of Securities.

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

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

          (2)  the Trustee shall not determine that the action so directed is
     unduly prejudicial to the rights of other Holders of Securities of such
     series, and

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

SECTION 513.   Waiver of Past Defaults.

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

          (1)  in the payment of the principal of (and premium, if any) or
     interest on or Additional Amounts payable in respect of any Security of
     such series, or

                                      -32-
<PAGE>

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

     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 514.   Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file 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 part litigant in such suit in the manner and to the extent provided
in the Trust Indenture Act; provided, however, that neither the provisions of
this Section nor the Trust Indenture Act shall be deemed to authorize any court
to require such an undertaking or to make such an assessment in any suit
instituted by the Company, the Trustee or by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of any
Security or coupon for the enforcement of the payment of the principal of (and
premium, if any) or interest on or any Additional Amounts in respect of any
Security or the payment of any coupon on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date) or interest on any overdue principal of any Security.

SECTION 515.   Waiver of Stay or Extension Laws.

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


                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities.

     The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act.

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

     (b)  Except during the continuance of an Event of Default:

                                      -33-
<PAGE>

          (i)   the duties of the Trustee shall be determined solely by the
                express provisions of this Indenture and the Trustee need
                perform only those duties that are specifically set forth in
                this Indenture and no others, and no implied covenants or
                obligations shall be read into this Indenture against the
                Trustee; and

          (ii)  in the absence of bad faith on its part, the Trustee may
                conclusively rely, as to the truth of the statements and the
                correctness of the opinions expressed therein, upon certificates
                or opinions furnished to the Trustee and conforming to the
                requirements of this Indenture. However, the Trustee shall
                examine the certificates and opinions to determine whether or
                not they conform to the requirements of this Indenture.

     (c)  The Trustee may not be relieved from liabilities for its own negligent
          action, its own negligent failure to act, or its own willful
          misconduct, except that:

          (i)   this paragraph does not limit the effect of paragraph (b) 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 is proved that
                the Trustee was negligent in ascertaining the pertinent facts;
                and

          (iii) the Trustee shall not be liable with respect to any action it
                takes or omits to take in good faith in accordance with a
                direction received by it pursuant to Section 512 hereof.

     (d)  Whether or not therein expressly so provided, every provision of this
          Indenture that in any way relates to the Trustee is subject to
          paragraphs (a), (b), and (c) of this Section.

     (e)  No provision of this Indenture shall require the Trustee to expend or
          risk its own funds or incur any liability.  The Trustee shall be under
          no obligation to exercise any of its rights and powers under this
          Indenture at the request of any Holders, unless such Holder shall have
          offered to the Trustee security and indemnity satisfactory to it
          against any loss, liability or expense.

     (f)  The Trustee shall not be liable for interest on any money received by
          it except as the Trustee may agree in a separate writing with the
          Company.  Money held in trust by the Trustee need nor be segregated
          from other funds except to the extent required by law.

Notwithstanding the foregoing, 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.  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 602.   Notice of Defaults.

     If a default occurs hereunder with respect to Securities of any series, and
the Trustee has actual knowledge of such default, the Trustee shall give the
Holders of Securities of such series notice of such default within 90 days after
it occurs as, and to the extent provided by, the Trust Indenture Act and in the

                                      -34-
<PAGE>

manner provided in Section 106; provided, however, that in the case of any
default of the character specified in Section 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof.  For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default, with respect to Securities of such series.

SECTION 603.   Certain Rights of Trustee.

     Subject to the provisions of Section 601:

     (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, note, or
other paper or document reasonably 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 (other than
delivery of any Securities to the Trustee for authentication and delivery
pursuant to Section 303 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution and the Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Company
Request, Company Order or 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 Officer's Certificate and/or an Opinion of Counsel;

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

     (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; and

     (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.

SECTION 604.   Not Responsible for Recitals or Issuance of Securities.

                                      -35-
<PAGE>

     The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons, shall be taken as the
statements of the Company, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness.  The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities or
coupons.  The Trustee or any Authenticating Agent shall not be accountable for
the use or application by the Company of Securities or the proceeds thereof.

SECTION 605.   May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons, if any,
and, subject to Sections 609 and 612, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

SECTION 606.   Money Held in Trust.

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

SECTION 607.   Compensation and Reimbursement.

     The Company agrees

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

          (2)  to reimburse the Trustee upon its request for all reasonable
     expenses, disbursements and advances incurred or made by the Trustee in
     accordance with any provision of this Indenture (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel),
     except any such expense, disbursement or advance as may be attributable to
     its negligence or willful misconduct; and

          (3)  to indemnify the Trustee and its agents for, and to hold them
     harmless against, any loss, liability, damage or expense of whatsoever kind
     incurred without negligence or willful misconduct on their part, arising
     out of or in connection with the acceptance or administration of the trust
     or trusts hereunder, including the costs and expenses of defending
     themselves against any claim or liability in connection with the exercise
     or performance of any of their powers or duties hereunder.  The Trustee may
     have separate counsel and the Company shall pay the reasonable fees and
     expenses of such counsel.  The indemnity obligations under this paragraph
     (3) shall survive the satisfaction and discharge of this Indenture.

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

                                      -36-
<PAGE>

     When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (6) or (7) of Section 501 occurs, the expenses
(including the reasonable fees and expenses of its agents and counsel) and the
compensation for the services shall be preferred over the status of the holders
in a proceeding under any Bankruptcy Law and are intended to constitute expenses
of administration under any Bankruptcy Law.  The Company's obligations under
this Section 607 and any claim arising hereunder shall survive the resignation
or removal of any Trustee, the discharge of the Company's obligations pursuant
to Article Eight and any rejection or termination under any Bankruptcy Law.

SECTION 608.   Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be either (i) a
corporation organized and doing business under the laws of the United States of
America, any State or the District of Columbia, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
Federal or State authority; or (ii) 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 $50,000,000.  If such corporation
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 corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  The Trustee shall comply with Section 310(b)
of the Trust Indenture Act, provided that there shall be excluded from the
operation of Section 310(b)(i) of the Trust Indenture Act any indenture or
indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding if the
requirements for such exclusion set forth in Section 310(b)(i) of the Trust
Indenture Act are met.  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 609.   Resignation and Removal; Appointment of Successor.

     (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 610.

     (b)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 610 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.

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

     (d)  If at any time:

          (1)  the Trustee shall fail to comply with Section 310(b) of the Trust
     Indenture Act after written request therefor by the Company or by any
     Holder of a Security who has been a bona

                                      -37-
<PAGE>

     fide Holder of a Security for at least six months, unless the Trustee's
     duty to resign is stayed in accordance with the provisions of Section
     310(b) of the Trust Indenture Act, or

          (2)  the Trustee fails to comply with Section 608, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder of a Security who has been a bona fide Holder of a Security or any series
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities of such series and the appointment of a
successor Trustee or Trustees.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that as at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable
requirements of Section 610.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall not have been 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 in accordance with the applicable requirements of Section 610,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company.  If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 610, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     (f)  The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

SECTION 610.   Acceptance of Appointment by Successor.

     (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or

                                      -38-
<PAGE>

conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

     (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities or one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any notice
given to, or received by, or any act or failure to act on the part of any other
Trustee hereunder, and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates have no further responsibility for the exercise
of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture other than as hereinafter expressly set
forth, and each such successor Trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

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

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

SECTION 611.   Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In case any Securities shall have been
authenticated, but

                                      -39-
<PAGE>

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. In the
event any Securities shall not have been authenticated by such predecessor
Trustee, any such successor Trustee may authenticate and deliver such Securities
as provided in a Company Order addressed to the successor Trustee, in either its
own name or that of its predecessor Trustee with the full force and effect which
the Indenture provides for the certificate of authentication of the Trustee.

SECTION 612.   Preferential Collection of Claims Against Company.

     The Trustee shall be subject to the provisions of Section 311 of the Trust
Indenture Act.

SECTION 613.   Appointment of Authenticating Agent.

     The Trustee 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 issue
or exchange, registration of transfer or partial redemption thereof pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder.  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 Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State 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 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 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 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 may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such

                                      -40-
<PAGE>

appointment at least once in an Authorized Newspaper in the place where such
successor Authenticating Agent has its principal office if such office is
located outside the United States. 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 Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

     The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

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

                                      -41-
<PAGE>

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


                              SUNTRUST BANK, ATLANTA, As
                              Trustee



                              By________________________________________________
                                     As Authenticating Agent


                              By________________________________________________
                                     Authorized Signatory


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


                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.   Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee

     (a)  semi-annually, not later than fifteen days after the Regular Record
Date for interest for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if there
is no Regular Record Date for interest for such series of Securities, semi-
annually, upon such dates as are set forth in the Board Resolution or indenture
supplemental hereto authorizing such series, 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, so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

                                      -42-
<PAGE>

SECTION 702.   Preservation of Information; Communications to Holders.

     (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Securities (i) contained in
the most recent list furnished to the Trustee for each series as provided in
Section 701, (ii) received by the Trustee for each series in the capacity of
Security Registrar if the Trustee is then acting in such capacity and (iii)
filed with it within the two preceding years pursuant to Section 703(b)(2).  The
Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished, and destroy it not earlier than two years
after filing, any information filed with it pursuant to Section 703(b)(2).

     (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 with respect to
their rights under this Indenture or under the 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

          (1)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 702(a), or

          (2)  inform such applicants as to the approximate number of Holders of
     Securities whose names and addresses appear in the information preserved at
     the time by the Trustee in accordance with Section 702(a), and as to the
     approximate cost of mailing to such Holders 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 Securities whose name and address appears in the
information preserved at the time by the Trustee in accordance with Section
702(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 of 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 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 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 such Holders of
Securities 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 or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Paying Agent nor any Security Registrar 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 702(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 702(b).

                                      -43-
<PAGE>

SECTION 703.   Reports by Trustee.

     (a)  Within 60 days after February 15 of each year commencing with the year
2000 and for so long as securities remain outstanding, the Trustee shall
transmit by mail to all Holders of Securities, as provided in subsection (b) of
this Section, a brief report dated as of such February 15 as required by the
Trust Indenture Act (but if no event described in the Trust Indenture Act
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted).

     (b)  Reports pursuant to this Section shall be transmitted by mail:

          (1)  to all Holders of Registered Securities, as the names and
     addresses of such Holders appear in the Security Register;

          (2)  to such Holders of Bearer Securities as have, within the two
     years preceding such transmission, filed their names and addresses with the
     Trustee for that purpose; and

          (3)  except in the case of reports pursuant to Subsection (b) of this
     Section, to each Holder of a Security whose name and address is preserved
     at the time by the Trustee, as provided in Section 702(a).

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

SECTION 704.   Reports by the Company.

     The Company shall:

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

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

          (3)  transmit by mail to all Holders, as their names and addresses
     appear in the Security Register within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to paragraphs (1)

                                      -44-
<PAGE>

     and (2) of this Section as may be required by rules and regulations
     prescribed from time to time by the Commission.


                                 ARTICLE EIGHT

               CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801.   Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions.

     The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other corporation,
provided that in any such case, (i) either the Company shall be the continuing
corporation, or the successor corporation shall be a corporation organized and
existing under the laws of the United States of America or a State thereof and
such successor corporation shall expressly assume the due and punctual payment
of the principal of (and premium, if any), any interest on, and any Additional
Amounts payable pursuant to Section 1004 with respect to, all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Company by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such successor corporation and (ii) the Company or
such successor corporation, as the case may be, shall not, immediately after
such merger or consolidation, or such sale, lease or conveyance, be in default
in the performance of any such covenant or condition.

SECTION 802.   Rights and Duties of Successor Corporation.

     In case of any such consolidation, merger, sale, lease or conveyance and
upon any such assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part, and the
predecessor corporations, except in the event of a lease, shall be relieved of
any further obligation under this Indenture and the Securities and coupons.
Such successor corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the
Securities and coupons issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities or coupons which previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities or coupons which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose.  All the Securities and coupons so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities and
coupons theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities and coupons had been issued at the
date of the execution hereof.

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

                                      -45-
<PAGE>

SECTION 803.   Officers' Certificate and Opinion of Counsel

     The Trustee, subject to the provisions of Sections 601 and 603, may receive
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any such consolidation, merger, sale, lease or conveyance, and any such
assumption, complies with the provisions of this Article.


                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

SECTION 901.   Supplemental Indentures without Consent of Holders.

     Without the consent of any Holders of Securities or coupons, 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 hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

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

          (3)  to add to or change any of the provisions of this Indenture to
     provide that Bearer Securities may be registerable as to principal, to
     change or eliminate any restrictions on the payment of principal (or
     premium, if any) on Registered Securities or of principal (or premium, if
     any) or any interest on Bearer Securities, to permit Registered Securities
     to be exchanged for Bearer Securities or to permit the issuance of
     Securities in uncertificated form, provided any such action shall not
     adversely affect the interests of the Holders of Securities of any series
     or any related coupons in any material respect; or

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

          (5)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of the Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611(b); or

          (6)  to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture which shall not be inconsistent with
     the provisions of this Indenture which shall not adversely affect the
     interest of the Holders of Securities of any series or any related coupons
     in any material respect; or

          (7)  to add to, delete from or revise the conditions, limitations and
     restrictions on the authorized amount, terms or purposes of issue,
     authentication and delivery of Securities, as herein set forth; or

                                      -46-
<PAGE>

          (8)  to add to or change any of the provisions of this Indenture as
     shall be necessary or desirable to establish that Bearer Securities are
     issued under arrangements reasonably designed to ensure that they are sold
     or resold in connection with their original issuance only to a person who
     is not a United States Person or who is a United States Person that is a
     financial institution purchasing for its own account or for the account of
     a customer and that agrees to comply with the requirements of section
     165(j)(3)(A), (B), or (C) of the Code and the regulations thereunder or any
     successor provisions thereto (including without limitation the procedures
     and other requirements necessary to satisfy the conditions set forth in
     section 163(f)(2)(B) of the Code), and any other requirements that must be
     complied with in order to avoid the disallowance of an interest deduction
     by the Company with respect to interest paid on Bearer Securities or
     Coupons, the imposition of an excise tax on the Company with respect to the
     Bearer Securities or Coupons or the disallowance from exemption from
     withholding tax on interest paid on the Bearer Securities or Coupons.

SECTION 902.   Supplemental Indentures with Consent of Holders.

     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, 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 Securities of 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,

          (1)  change the Stated Maturity of the principal of, or any
     installment of interest on, any Security, or reduce the principal amount
     thereof or the rate of interest thereon or any Additional Amounts payable
     in respect thereof, or any premium payable upon the redemption thereof, or
     change the obligation of the Company to pay Additional Amounts pursuant to
     Section 1004 (except as contemplated by Section 801(i) and permitted by
     Section 901, or reduce the amount of the principal of an Original Issue
     Discount Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 502, or change any
     Place of Payment where, or the coin or currency in which, or the method of
     calculation of interest on, any Security or any premium or the interest
     thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption, on or after the Redemption Date), or

          (2)  reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or reduce the requirements of Section 1404 for quorum or voting;
     or

          (3)  modify any of the provisions of this Section, or Section 513, or
     Section 107, 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.

     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 of more particular series of

                                      -47-
<PAGE>

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 Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903.   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 trust created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) 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 and that the supplemental indenture
constitutes the legal, valid and binding obligation of the Company subject to
the customary exceptions.  The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

SECTION 904.   Effect of Supplemental Indentures.

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

SECTION 905.   Conformity with Trust Indenture Act.

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

SECTION 906.   Reference in Securities to Supplemental Indenture.

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

                                      -48-
<PAGE>

                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001.  Payment of Principal, Premium, if any, and Interest.

     The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any), interest on and any Additional Amounts payable in respect of
the Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture.  Any interest
due on and any Additional Amounts payable in respect of Bearer Securities on or
before Maturity, other than Additional Amounts, if any, payable as provided in
Section 1004 in respect of principal of (or premium, if any, on) such a
Security, shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature.

SECTION 1002.  Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served.  If Securities
of a series are issuable as Bearer Securities, the Company will maintain,
subject to any laws or regulations applicable thereto, an office or agency in a
Place of Payment for such series which is located outside the United States
where Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Securities of such series pursuant to Section 1004); provided, however, that if
the Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent in London, Luxembourg
or any other required city located outside the United States, as the case may
be, so long as the Securities of such series are listed on such exchange.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Bearer Securities of that series pursuant to
Section 1004) at the place specified for the purpose pursuant to Section 301,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     Except as otherwise provided in the form of Bearer Security of any
particular series pursuant to the provisions of this Indenture, no payment of
principal, premium or interest on Bearer Securities shall be made at any office
or agency of the Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, payment of principal of and any premium
and interest in U.S. dollars (including Additional Amounts payable in respect
thereof) on any Bearer Security may be made at SunTrust Bank, Atlanta, c/o First
National Bank of Chicago, Corporation Trust - 8th Floor, 14 Wall Street, Suite
4607, New York, NY 10005, if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                                      -49-
<PAGE>

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.  Unless otherwise set forth in a Board Resolution or indenture
supplemental hereto with respect to a series of Securities, the Company hereby
designates as the Place of Payment for each series of Securities as SunTrust
Bank, Atlanta, c/o First National Bank of Chicago, Corporation Trust - 8th
Floor, 14 Wall Street, Suite 4607, New York, NY  10005, and initially appoints
the Trustee as the Company's office or agency for each of such purposes in such
city.

SECTION 1003.  Money for Securities Payments To Be Held in Trust.

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

     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 that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

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

          (1)  comply with the provisions of the Trust Indenture Act applicable
     to it as a Paying Agent; and

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

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

     Except as otherwise provided in the form of Securities of any particular
series pursuant to the provisions of this Indenture, 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

                                      -50-
<PAGE>

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 or any coupon appertaining
thereto 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; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
each Place of Payment or to be mailed to Holders of Registered Securities, or
both, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

SECTION 1004.  Additional Amounts.

     If the Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of any series or any
coupon appertaining thereto Additional Amounts as provided therein.  Whenever in
this Indenture there is mentioned, in any context, the payment of the principal
of (or premium, if any) or interest on, or in respect of, any Security of any
series or any related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided for in this Section to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to the provisions of this Section and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

     If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal (and
premium, if any,) is made, and at least 10 days prior to each date of payment or
principal (and premium, if any) or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal (and premium, if any) or interest on the Securities of that
series shall be made to Holders of Securities of that series or the related
coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
that series and it shall set forth the Additional Amount owed with respect to
$1,000 in aggregate principal amount of such Securities.  If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities or coupons and the Company will pay to the Trustee or such
Paying Agent the Additional Amounts required by this Section.  The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.

                                      -51-
<PAGE>

SECTION 1005.  Statement as to Compliance; Notice of Certain Defaults.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year commencing in 2000 (which on the date hereof ends on September
30), a certificate from the Company's principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants under this Indenture,
without regard to any period of grace or requirement of notice otherwise
provided under this Indenture.

SECTION 1006.  Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1004 with respect to the Securities
of any series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision 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
term, provision or condition shall remain in full force and effect.


                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article.

     Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and this Article.

SECTION 1102.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution.  In case of any redemption at the election of the Company of
the Securities of any series with the same issue date, interest rate and Stated
Maturity, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed.

SECTION 1103.  Selection by Trustee of Securities to be Redeemed.

     If less than all the Securities of any series with the same issue date,
interest rate and Stated Maturity are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee from the Outstanding Securities of such series not
previously called for redemption, by lot or in accordance with such other method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
that series established pursuant to Section 302.

                                      -52-
<PAGE>

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

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

SECTION 1104.  Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed.  Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such Holder
shall not affect the validity of the proceedings for the redemption of any other
Securities or portion thereof.

     Any notice that is mailed to the Holder of any Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.

     All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

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

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

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

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

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

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

                                      -53-
<PAGE>

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

SECTION 1105.  Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on and any Additional
Amounts with respect thereto, all the Securities or portions thereof which are
to be redeemed on that date.

SECTION 1106.  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be  void.  Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest (and
any Additional Amounts) to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only upon presentation and
surrender of coupons for such interest (at an office or agency located outside
the United States except as otherwise provided in Section 1002), and provided,
further that installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the Regular Record Dates according to their terms and
the provisions of Section 307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless.  If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that
interest (and any Additional Amounts) represented by coupons shall be payable
only upon presentation and surrender of those coupons at an office or agency
located outside of the United States except as otherwise provided in Section
1002.

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

                                      -54-
<PAGE>

SECTION 1107.  Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at any office or agency of the Company maintained for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Registered Security or Securities of the same series, containing identical
terms and provisions, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.


                                ARTICLE TWELVE

                                 SINKING FUNDS

SECTION 1201.  Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series, except as otherwise permitted or
required by any form of Security of such series issued pursuant to this
Indenture.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment."  If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202.  Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of the Securities of
such series.

SECTION 1202.  Satisfaction of Sinking Fund Payments With Securities.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series to be made pursuant to the
terms of such Securities as provided for by the terms of such series (1) deliver
Outstanding Securities of such series (other than any of such Securities
previously called for redemption or any of such Securities in respect of which
cash shall have been released to the Company), together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining
thereto, and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
series of Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, provided that such
series of Securities have not been previously so credited.  Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.  If as a result of the delivery or credit of Securities of any
series in lieu of cash payments pursuant to this Section 1202, the principal
amount of Securities of such series to be redeemed in order to exhaust the
aforesaid cash payment shall be less than $100,000, the Trustee need not call
Securities of such series for redemption, except upon  Company Request, and such
cash payment shall be held by the Trustee or a Paying Agent and applied to the
next succeeding sinking fund payment, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the

                                      -55-
<PAGE>

Company to the Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment requested to be
released to the Company.

SECTION 1203.  Redemption of Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 1202, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered.  If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


                               ARTICLE THIRTEEN

                      REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301.  Applicability of Article.

     Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series.  The repayment of any principal amount
of Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled.  Notwithstanding anything to the contrary contained in this Article
Thirteen, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                      -56-
<PAGE>

                               ARTICLE FOURTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401.  Purposes for Which Meetings May Be Called.

     If Securities of a series are issuable as Bearer Securities, a meeting of
Holders of Securities of such series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

SECTION 1402.  Call, Notice and Place of Meetings.

     (a)  The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1401, to be held at such time
and at such place in the City of Atlanta, Georgia, the Borough of Manhattan, The
City of New York, or in London, as the Trustee shall determine.  Notice of every
meeting of Holders of Securities of any series, setting forth the time and place
of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than 21
nor more than 180 days prior to the date fixed for the meeting.

     (b)  In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Securities of
any series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1401, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the City
of Atlanta, Georgia, the Borough of Manhattan, The City of New York, or in
London, for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

SECTION 1403.  Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders.  The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel, and any representatives of the Company and its counsel.

SECTION 1404.  Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than 66-
2/3% in principal amount of the Outstanding Securities of a series, the Persons
entitled to vote 66-2/3% in principal amount of the Outstanding Securities of
such series shall constitute a quorum.  In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of

                                      -57-
<PAGE>

such series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than 66-2/3% in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of 66-2/3% in principal amount of
the Outstanding Securities of that series; and provided, further, that, except
as limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

SECTION 1405.  Determination of Voting Rights; Conduct and Adjournment of
Meetings.

     (a)  Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of such series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters, concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

     (b)  The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1402(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                                      -58-
<PAGE>

     (c)  At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each $1,000 principal amount of Securities of such
series held or represented by him; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding.  The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

     (d)  Any meeting of Holders of Securities of any series duly called
pursuant to Section 1402 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 1406.  Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting.  A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1404.  Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


                                ARTICLE FIFTEEN

                           MISCELLANEOUS PROVISIONS

SECTION 1501.  Securities in Foreign Currencies.

     Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series, any amount in
respect of any Security denominated in a currency other than United States
dollars shall be treated for any such action or distribution as that amount of
United States dollars that could be obtained for such amount on the basis of the
Market Exchange Rate (as defined in Section 1502) as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written
notice to the Trustee or, in the absence of such written notice, as the Trustee
may determine.

SECTION 1502.  Payments in Substitute Currencies.

                                      -59-
<PAGE>

     If the principal of (and premium, if any) and interest on any Securities is
payable in a currency other than United States dollars and such currency is not
available for payment due to the imposition of exchange controls or other
circumstances beyond the control of the Company, then the Company shall be
entitled to satisfy its obligations to Holders under this Indenture by making
such payment in United States dollars on the basis of the Market Exchange Rate
for such foreign currency on the latest date for which such rate was established
on or before the date on which payment is due.  Any payment made pursuant to
this Section 1502 in United States dollars where the required payment is in a
foreign currency shall not constitute a default under this Indenture.  As used
in this Section 1502, unless otherwise specified in the applicable Security, on
a given date for a given foreign currency "Market Exchange Rate" shall mean the
noon buying rate in The City of New York for cable transfers in such currency as
certified for customs purposes by the Federal Reserve Bank of New York on such
date.

                               *   *   *   *   *

     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.

                                      -60-
<PAGE>

               [SIGNATURE PAGE FOR SEPTEMBER 15, 1999 INDENTURE]

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

                               COMDISCO, INC.


[SEAL]                         By: /s/  Edward A. Pacewicz
                                   ---------------------------------
                               Edward A. Pacewicz, Vice President and Treasurer



ATTEST:

/s/  Ronald J. Rapp
------------------------


                              SUNTRUST BANK, ATLANTA, AS TRUSTEE


[SEAL]                        By: /s/ George Hogan
                                  ----------------------------------
                                   George Hogan, Vice President



ATTEST:

Olga G. Warren
-------------------

                                      -61-