<PAGE>

                       ENTERPRISE PRODUCTS OPERATING L.P.

                                         as Issuer,

                       ENTERPRISE PRODUCTS PARTNERS L.P.

                                         as Guarantor,

                                      AND

                           FIRST UNION NATIONAL BANK

                                         as Trustee


                                   INDENTURE


                           DATED AS OF MARCH 15, 2000



                                DEBT SECURITIES
<PAGE>

                             CROSS-REFERENCE TABLE


TIA SECTION                                                  INDENTURE SECTION

   310(a)...........................................               7.10
      (b)...........................................               7.10
      (c)...........................................               N.A.
   311(a)...........................................               7.11
      (b)...........................................               7.11
      (c)...........................................               N.A.
   312(a)...........................................               5.01
      (b)...........................................               5.02
      (c)...........................................               5.02
   313(a)...........................................               5.03
      (b)...........................................               5.03
      (c)...........................................              13.03
      (d)...........................................               5.03
   314(a)(1)........................................               4.05(a)
      (a)(2)........................................               4.05(b)
      (a)(3)........................................               4.05(a),
                                                              4.05(b) & 3.03
      (a)(4)........................................               4.06(a)
      (b)...........................................               N.A.
      (c)(1)........................................               13.05
      (c)(2)........................................               13.05
      (c)(3)........................................               N.A.
      (d)...........................................               N.A.
      (e)...........................................               13.05
      (f)...........................................                4.07
   315(a)...........................................                7.01(a)
      (b)...........................................           6.07 & 13.03
      (c)...........................................                7.01
      (d)...........................................                7.01
      (e)...........................................                6.08
   316(a) (last sentence)...........................                1.01
      (a)(1)(A).....................................                6.06
      (a)(1)(B).....................................                6.06
      (a)(2)........................................                9.01(d)
      (b)...........................................                6.04
      (c)...........................................                5.04
   317(a)(1)........................................                6.02
      (a)(2)........................................                6.02
      (b)...........................................                4.04
   318(a)...........................................               13.07


______________________
N.A. means Not Applicable
NOTE:  This Cross-Reference table shall not, for any purpose, be deemed part of
this Indenture.
<PAGE>

                               TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

RECITALS OF THE COMPANY..................................................   1

                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01    Definitions..............................................    1
Section 1.02    Other Definitions........................................   11
Section 1.03    Incorporation by Reference of Trust Indenture Act........   12
Section 1.04    Rules of Construction....................................   12


                                  ARTICLE II

                                DEBT SECURITIES



Section 2.01.   Forms Generally..........................................   12
Section 2.02.   Form of Trustee's Certificate of Authentication..........   13
Section 2.03.   Principal Amount; Issuable in Series.....................   13
Section 2.04.   Execution of Debt Securities.............................   16
Section 2.05.   Authentication and Delivery of Debt Securities...........   17
Section 2.06.   Denomination of Debt Securities..........................   18
Section 2.07.   Registration of Transfer and Exchange....................   18
Section 2.08.   Temporary Debt Securities................................   20
Section 2.09.   Mutilated, Destroyed, Lost or Stolen Debt Securities.....   21
Section 2.10.   Cancellation of Surrendered Debt Securities..............   22
Section 2.11.   Provisions of the Indenture and Debt Securities for the
                Sole Benefit of the Parties and the Holders..............   23
Section 2.12.   Payment of Interest; Interest Rights Preserved...........   23
Section 2.13.   Securities Denominated in Foreign Currencies.............   24
Section 2.14.   Wire Transfers...........................................   25
Section 2.15.   Securities Issuable in the Form of a Global Security.....   25
Section 2.16.   Medium Term Securities...................................   28
Section 2.17.   Defaulted Interest.......................................   28
Section 2.18.   Judgments................................................   29
Section 2.19.   CUSIP Numbers............................................   30

                                  ARTICLE III

                         REDEMPTION OF DEBT SECURITIES

Section 3.01.   Applicability of Article.................................   30
Section 3.02.   Tax Redemption; Special Tax Redemption...................   30

                                      -i-
<PAGE>

Section 3.03.   Notice of Redemption; Selection of Debt Securities......... 32
Section 3.04.   Payment of Debt Securities Called for Redemption........... 34
Section 3.05.   Mandatory and Optional Sinking Funds....................... 35
Section 3.06.   Redemption of Debt Securities for Sinking Fund............. 35


                                  ARTICLE IV

                      PARTICULAR COVENANTS OF THE COMPANY

Section 4.01.   Payment of Principal of, and Premium, If Any, and
                Interest on, Debt Securities...............................  37
Section 4.02.   Maintenance of Offices or Agencies for Registration of
                Transfer, Exchange and Payment of Debt Securities..........  37
Section 4.03.   Appointment to Fill a Vacancy in the Office of Trustee.....  38
Section 4.04.   Duties of Paying Agents, etc...............................  38
Section 4.05    SEC Reports; Financial Statements..........................  39
Section 4.06    Compliance Certificate.....................................  40
Section 4.07.   Payment of Additional Interest.............................  40
Section 4.08.   Further Instruments and Acts...............................  42
Section 4.09.   Corporate Existence........................................  42
Section 4.10.   Maintenance of Properties..................................  42
Section 4.11.   Payment of Taxes and Other Claims..........................  43
Section 4.12.   Limitation on Sale/Leaseback Transactions..................  43
Section 4.13.   Limitation on Liens........................................  43

                                   ARTICLE V

                   HOLDERS' LISTS AND REPORTSBY THE TRUSTEE

Section 5.01.   Company to Furnish Trustee Information as to Names
                and Addresses of Holders; Preservation of Information......  44
Section 5.02.   Communications to Holders..................................  45
Section 5.03.   Reports by Trustee.........................................  45
Section 5.04.   Record Dates for Action by Holders.........................  45

                                  ARTICLE VI

            REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

Section 6.01.   Events of Default..........................................   46
Section 6.02.   Collection of Indebtedness by Trustee, etc.................   47
Section 6.03.   Application of Moneys Collected by Trustee.................   49
Section 6.04.   Limitation on Suits by Holders.............................   50
Section 6.05.   Remedies Cumulative; Delay or Omission in Exercise of
                Rights Not a Waiver of Default.............................   50

                                      -ii-
<PAGE>

Section 6.06.   Rights of Holders of Majority in Principal Amount of
                Debt Securities to Direct Trustee and to Waive Default.....   50
Section 6.07.   Trustee to Give Notice of Defaults Known to It, but May
                Withhold Such Notice in Certain Circumstances..............   51
Section 6.08.   Requirement of an Undertaking To Pay Costs in Certain
                Suits under the Indenture or Against the Trustee...........   51


                                  ARTICLE VII

                            CONCERNING THE TRUSTEE

Section 7.01.   Certain Duties and Responsibilities........................   52
Section 7.02.   Certain Rights of Trustee..................................   53
Section 7.03.   Trustee Not Liable for Recitals in Indenture or in Debt
                Securities.................................................   54
Section 7.04.   Trustee, Paying Agent or Registrar May Own Debt Securities.   54
Section 7.05.   Moneys Received by Trustee to Be Held in Trust.............   54
Section 7.06.   Compensation and Reimbursement.............................   55
Section 7.07.   Right of Trustee to Rely on an Officers' Certificate Where
                No Other Evidence Specifically Prescribed..................   55
Section 7.08.   Separate Trustee; Replacement of Trustee...................   55
Section 7.09.   Successor Trustee by Merger................................   57
Section 7.10.   Eligibility; Disqualification..............................   57
Section 7.11.   Preferential Collection of Claims Against Company..........   57
Section 7.12.   Compliance with Tax Laws...................................   57


                                 ARTICLE VIII

                            CONCERNING THE HOLDERS

Section 8.01.   Evidence of Action by Holders..............................   58
Section 8.02.   Proof of Execution of Instruments and of Holding of Debt
                Securities.................................................   58
Section 8.03.   Who May Be Deemed Owner of Debt Securities.................   58
Section 8.04.   Instruments Executed by Holders Bind Future Holders........   59


                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

Section 9.01.   Purposes for Which Supplemental Indenture May Be Entered
                into Without Consent of Holders............................   60
Section 9.02.   Modification of Indenture with Consent of Holders of Debt
                Securities.................................................   62
Section 9.03.   Effect of Supplemental Indentures..........................   63
Section 9.04.   Debt Securities May Bear Notation of Changes by Supplemental
                Indentures.................................................   63

                                     -iii-
<PAGE>

                                   ARTICLE X

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 10.01.  Consolidations and Mergers of the Company and the Guarantor.. 64
Section 10.02.  Rights and Duties of Successor Company....................... 64

                                   ARTICLE X

     ISATISFACTION AND DISCHARGE OFINDENTURE; DEFEASANCE; UNCLAIMED MONEYS

Section 11.01.  Applicability of Article..................................... 65
Section 11.02.  Satisfaction and Discharge of Indenture; Defeasance.......... 65
Section 11.03.  Conditions of Defeasance..................................... 66
Section 11.04.  Application of Trust Money................................... 67
Section 11.05.  Repayment to Company......................................... 67
Section 11.06.  Indemnity for U.S. Government Obligations.................... 68
Section 11.07.  Reinstatement................................................ 68

                                  ARTICLE XII

                       SUBORDINATION OF DEBT SECURITIES

Section 12.01.  Applicability of Article; Agreement To Subordinate........... 68
Section 12.02.  Liquidation, Dissolution, Bankruptcy......................... 68
Section 12.03.  Default on Senior Indebtedness............................... 69
Section 12.04.  Acceleration of Payment of Debt Securities................... 70
Section 12.05.  When Distribution Must Be Paid Over.......................... 70
Section 12.06.  Subrogation.................................................. 70
Section 12.07.  Relative Rights.............................................. 70
Section 12.08.  Subordination May Not Be Impaired by Company................. 70
Section 12.09.  Rights of Trustee and Paying Agent........................... 70
Section 12.10.  Distribution or Notice to Representative..................... 71
Section 12.11.  Article XII Not to Prevent Defaults or Limit Right to
                Accelerate................................................... 71
Section 12.12.  Trust Moneys Not Subordinated................................ 71
Section 12.13.  Trustee Entitled to Rely..................................... 71
Section 12.14.  Trustee to Effectuate Subordination.......................... 72
Section 12.15.  Trustee Not Fiduciary for Holders of Senior Indebtedness..... 72
Section 12.16.  Reliance by Holders of Senior Indebtedness on Subordination
                Provisions................................................... 72

                                      -iv-
<PAGE>

                                 ARTICLE XIII

                           MISCELLANEOUS PROVISIONS

Section 13.01.  Successors and Assigns of Company Bound by Indenture......... 72
Section 13.02.  Acts of Board, Committee or Officer of Successor Company
                Valid........................................................ 72
Section 13.03.  Required Notices or Demands.................................. 72
Section 13.04.  Indenture and Debt Securities to Be Construed in Accordance
                with the Laws of the State of New York....................... 74
Section 13.05.  Officers' Certificate and Opinion of Counsel to Be Furnished
                upon Application or Demand by the Company.................... 74
Section 13.06.  Payments Due on Legal Holidays............................... 74
Section 13.07.  Provisions Required by TIA to Control........................ 75
Section 13.08.  Computation of Interest on Debt Securities................... 75
Section 13.09.  Rules by Trustee, Paying Agent and Registrar................. 75
Section 13.10.  No Recourse Against Others................................... 75
Section 13.11.  Severability................................................. 75
Section 13.12.  Effect of Headings........................................... 75
Section 13.13.  Indenture May Be Executed in Counterparts.................... 75

                                  ARTICLE XIV

                                   GUARANTEE

Section 14.01.  Unconditional Guarantee...................................... 75
Section 14.02.  Execution and Delivery of Guarantee.......................... 77

                Notation of Guarantee..................................  Annex A
                                      -v-
<PAGE>

     INDENTURE dated as of March 15, 2000 among Enterprise Products Operating
L.P., a Delaware limited partnership (the "Company"), Enterprise Products
Partners L.P., a Delaware limited partnership ("Guarantor"), and First Union
National Bank, a national banking association, as trustee (the "Trustee").

                            RECITALS OF THE COMPANY

     The Company and Guarantor have duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the Company's
debentures, notes, bonds or other evidences of indebtedness to be issued in one
or more series unlimited as to principal amount (herein called the "Debt
Securities"), and the guaranties by Guarantor of the Debt Securities (the
"Guaranties"), as in this Indenture provided.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH

     That in order to declare the terms and conditions upon which the Debt
Securities are authenticated, issued and delivered, and in consideration of the
premises, and of the purchase and acceptance of the Debt Securities by the
holders thereof, the Company and the Trustee covenant and agree with each other,
for the benefit of the respective Holders from time to time of the Debt
Securities or any series thereof, as follows:

                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.01  Definitions.

     "Affiliate" of any specified Person means any Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
such specified Person.  For purposes of this definition, control of a Person
shall mean 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.  The Trustee may request and may conclusively rely upon
an Officers' Certificate to determine whether any Person is an Affiliate of any
specified Person.

     "Agent" means any Registrar or paying agent.

     "Attributable Indebtedness", when used with respect to any Sale/Leaseback
Transaction, means, as at the time of determination, the present value
(discounted at the rate set forth or implicit in the terms of the lease included
in such transaction) of the total obligations of the lessee for rental payments
(other than amounts required to be paid on account of property taxes,
maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items that do not constitute payments for property rights)
during the remaining term of the lease included in such Sale-Leaseback
Transaction (including any period for which such lease has been extended).  In
the case of any lease
<PAGE>

that is terminable by the lessee upon the payment of a penalty or other
termination payment, such amount shall be the lesser of the amount determined
assuming termination upon the first date such lease may be terminated (in which
case the amount shall also include the amount of the penalty or termination
payment, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated) or the amount
determined assuming no such termination.

     "Authorized Newspaper" means a newspaper in an official language of the
country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, and of
general circulation in such city or cities specified pursuant to Section 2.03
with respect to the Debt Securities of any series.  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 in such
city.

     "Bankruptcy Law" means title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Bearer Holder" means, with respect to any Bearer Security or Coupon, the
bearer thereof.

     "Bearer Security" means any Debt Security (with or without Coupons), title
to which passes by delivery only, but does not include any Coupons.

     "Board of Directors" means the Board of Directors of the General Partner or
any authorized committee of the Board of Directors of the General Partner or any
directors and/or officers of the General Partner to whom such Board of Directors
or such committee shall have duly delegated its authority to act hereunder.  If
the Company shall change its form of entity to other than a limited partnership,
the references to the Board of Directors of the General Partner shall mean the
Board of Directors (or other comparable governing body) of the Company.

     "Business Day" means any day other than a Legal Holiday.

     "capital stock" of any Person means and includes any and all shares, rights
to purchase, warrants or options (whether or not currently exercisable),
participation or other equivalents of or interests in (however designated) the
equity (which includes, but is not limited to, common stock, preferred stock and
partnership and joint venture interests) of such Person (excluding any debt
securities that are convertible into, or exchangeable for, such equity).

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

     "Company Request" and "Company Order" means, respectively, a written
request or order signed in the name of the Company by the Chairman of the Board,
the President or a Vice President of the General Partner, and by the Treasurer,
an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary
or an Assistant Secretary of the General Partner, and delivered to the

                                      -2-
<PAGE>

Trustee, or if the Company shall change its form of entity to other than a
limited partnership, by Persons or officers, members, agents and others holding
positions comparable to those of the foregoing nature, as applicable.

     "Consolidated Net Tangible Assets" means, at any date of determination, the
total amount of assets of the Guarantor and its consolidated subsidiaries after
deducting therefrom:

     (a)  all current liabilities (excluding (A) any current liabilities that by
          their terms are extendable or renewable at the option of the obligor
          thereon to a time more than 12 months after the time as of which the
          amount thereof is being computed, and (B) current maturities of long-
          term debt); and

     (b)  the value (net of any applicable reserves) of all goodwill, trade
          names, trademarks, patents and other like intangible assets, all as
          set forth, or on a pro forma basis would be set forth, on the
          consolidated balance sheet of the Guarantor and its consolidated
          subsidiaries for the Guarantor's most recently completed fiscal
          quarter, prepared in accordance with GAAP.

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

     "Coupon Security" means any Bearer Security authenticated and delivered
with one or more Coupons appertaining thereto.

     "Currency" means Dollars or Foreign Currency.

     "Custodian" means any receiver, trustee, assignee, liquidation or similar
official under any Bankruptcy Law.

     "Debt Security" or "Debt Securities" has the meaning stated in the first
recital of this Indenture and more particularly means any debt security or debt
securities, as the case may be of any series authenticated and delivered under
this Indenture.

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

     "Depositary" means, unless otherwise specified by the Company pursuant to
either Section 2.03 or 2.15, with respect to Registered Debt Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, New York, New York, or any successor
thereto registered as a clearing agency under the Exchange Act or other
applicable statute or regulations.

     "Designated Senior Indebtedness" means any Senior Indebtedness which, at
the date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to
lend up to, at least $100 million.

                                      -3-
<PAGE>

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

     "Dollar Equivalent" means, with respect to any monetary amount in a Foreign
Currency, at any time for the determination thereof, the amount of Dollars
obtained by converting such Foreign Currency involved in such computation into
Dollars at the spot rate for the purchase of Dollars with the applicable Foreign
Currency as quoted by the Trustee (unless another comparable financial
institution is designated by the Company) in New York, New York at approximately
11:00 a.m. (New York time) on the date two business days prior to such
determination.

     "European Currency Units" has the meaning assigned to it from time to time
by the Council of the European Communities, or its successor in the European
Union.

     "European Communities" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community, or their
successors in the European Union.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any successor statute.

     "Floating Rate Security" means a Debt Security that provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index specified pursuant to Section 2.03.

     "Foreign Currency" means a currency issued by the government of any country
other than the United States or a composite currency the value of which is
determined by reference to the values of the currencies of any group of
countries.

     "Funded Indebtedness" means, with respect to a Person, all Indebtedness
(including Indebtedness incurred under any revolving credit, letter of credit or
working capital facility) of such Person that matures by its terms, or that is
renewable at the option of any obligor thereon to a date, more than one year
after the date on which such Indebtedness is originally incurred.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect on the date on which the Debt
Securities of the applicable series are issued.

     "General Partner" means Enterprise Products GP, LLC, a Delaware limited
liability company, and its successors as general partner of the Company.

     "Global Security" means with respect to any series of Debt Securities
issued hereunder, a Debt Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and

                                      -4-
<PAGE>

any Indentures supplemental hereto, or resolution of the Board of Directors and
set forth in an Officers' Certificate, which shall be registered in the name of
the Depositary or its nominee and which shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, all the
Outstanding Debt Securities of such series or any portion thereof, in either
case having the same terms, including, without limitation, the same original
issue date, date or dates on which principal is due and interest rate or method
of determining interest.

     "guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness or other obligation of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation of such other Person
(whether arising by virtue of partnership arrangements, or by agreement to keep-
well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (b) entered into for
purposes of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, however, that the term
"guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business.  The term "guarantee" used as a verb has a
corresponding meaning.

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

     "Holder," "Holder of Debt Securities" or other similar terms means, with
respect to a Registered Security, the Registered Holder and, with respect to a
Bearer Security or a Coupon, the Bearer Holder.

     "Indebtedness" of any Person at any date means any obligation created or
assumed by such Person for the repayment of borrowed money and any guarantee
thereof.

     "Indenture" means this instrument as originally executed, or, if amended or
supplemented as herein provided, as so amended or supplemented and shall include
the form and terms of particular series of Debt Securities as contemplated
hereunder, whether or not a supplemental Indenture is entered into with respect
thereto.

     "Interest" includes, when used with respect to a Bearer Security, any
additional interest payable on such Bearer Security pursuant to Section 3.02 or
4.07.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of Houston, Texas, City of New York, New York or at a
place of payment are authorized by law, regulation or executive order to remain
closed.  If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.


                                      -5-
<PAGE>

     "Lien" means, with respect to any asset, any mortgage, lien, security
interest, pledge, charge or other encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law.

     "Officer" means, with respect to a Person, the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer,
Controller, Secretary, Assistant Secretary or any Assistant Vice President of
such Person.

     "Officers' Certificate" means a certificate signed by two Officers of the
General Partner, one of whom must be the General Partner's chief executive
officer, chief financial officer or chief accounting officer (or if the Company
shall change its form of entity to other than a limited partnership, by Persons,
officers, members, agents and others holding positions comparable to those of
the foregoing nature, as applicable.

     "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee.  The counsel may be an employee of or counsel to the
Company or the Trustee.

     "Original Issue Discount Debt Security" means any Debt Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 6.01.

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

     (a) Debt Securities of that series theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

     (b) Debt Securities of that series 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 Debt Securities; provided, that, if such Debt Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debt Securities owned by the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall

                                      -6-
<PAGE>

be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Debt Securities which an officer of the Trustee
actually knows to be so owned shall be so disregarded. Debt Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Debt Securities and that the pledgee is not the Company
or any other obligor upon the Debt Securities or an Affiliate of the Company or
of such other obligor. In determining whether the Holders of the requisite
principal amount of Outstanding Debt Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Debt Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01. In determining
whether the Holders of the requisite principal amount of the Outstanding Debt
Securities of any series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a Debt
Security denominated in one or more foreign currencies or currency units that
shall be deemed to be Outstanding for such purposes shall be the Dollar
Equivalent, determined in the manner provided as contemplated by Section 2.03 on
the date of original issuance of such Debt Security, of the principal amount
(or, in the case of any Original Issue Discount Security, the Dollar Equivalent
on the date of original issuance of such Security of the amount determined as
provided in the preceding sentence above) of such Debt Security.

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

     "Permitted Liens" means:

     (a)  liens upon rights-of-way for pipeline purposes;

     (b)  any statutory or governmental lien or lien arising by operation of
          law, or any mechanics', repairmen's, materialmen's, suppliers',
          carriers', landlords', warehousemen's or similar lien incurred in the
          ordinary course of business which is not yet due or which is being
          contested in good faith by appropriate proceedings and any
          undetermined lien which is incidental to construction, development,
          improvement or repair; or any right reserved to, or vested in, any
          municipality or public authority by the terms of any right, power,
          franchise, grant, license, permit or by any provision of law, to
          purchase or recapture or to designate a purchaser of, any property;

     (c)  liens for taxes and assessments which are (i) for the then current
          year, (ii) not at the time delinquent, or (iii) delinquent but the
          validity or amount of which is being contested at the time by the
          Guarantor or any Subsidiary in good faith by appropriate proceedings;

                                      -7-
<PAGE>

     (d)  liens of, or to secure performance of, leases, other than capital
          leases, or any lien securing industrial development, pollution control
          or similar revenue bonds;

     (e)  any lien upon property or assets acquired or sold by the Guarantor or
          any Subsidiary resulting from the exercise of any rights arising out
          of defaults on receivables;

     (f)  any lien in favor of the Guarantor or any Subsidiary; or any lien upon
          any property or assets of the Guarantor or any Subsidiary in existence
          on the date of the execution and delivery of the Indenture;

     (g)  any lien in favor of the United States of America or any state
          thereof, or any department, agency or instrumentality or political
          subdivision of the United States of America or any state thereof, to
          secure partial, progress, advance, or other payments pursuant to any
          contract or statute, or any debt incurred by the Guarantor or any
          Subsidiary for the purpose of financing all or any part of the
          purchase price of, or the cost of constructing, developing, repairing
          or improving, the property or assets subject to such lien;

     (h)  any lien incurred in the ordinary course of business in connection
          with workmen's compensation, unemployment insurance, temporary
          disability, social security, retiree health or similar laws or
          regulations or to secure obligations imposed by statute or
          governmental regulations;

     (i)  liens in favor of any Person to secure obligations under provisions of
          any letters of credit, bank guarantees, bonds or surety obligations
          required or requested by any governmental authority in connection with
          any contract or statute; or any lien upon or deposits of any assets to
          secure performance of bids, trade contracts, leases or statutory
          obligations;

     (j)  any lien upon any property or assets created at the time of
          acquisition of such property or assets by the Guarantor or any
          Subsidiary or within one year after such time to secure all or a
          portion of the purchase price for such property or assets or debt
          incurred to finance such purchase price, whether such debt was
          incurred prior to, at the time of or within one year after the date of
          such acquisition; or any lien upon any property or assets to secure
          all or part of the cost of construction, development, repair or
          improvements thereon or to secure debt incurred prior to, at the time
          of, or within one year after completion of such construction,
          development, repair or improvements or the commencement of full
          operations thereof (whichever is later), to provide funds for any such
          purpose;

     (k)  any lien upon any property or assets existing thereon at the time of
          the acquisition thereof by the Guarantor or any Subsidiary and any
          lien upon any property or assets of a Person existing thereon at the
          time such Person becomes a Subsidiary by acquisition, merger or
          otherwise; provided that, in each case, such lien only encumbers the
          property or assets so acquired or owned by such Person at the time
          such Person becomes a Subsidiary;

                                      -8-
<PAGE>

     (l)  liens imposed by law or order as a result of any proceeding before any
          court or regulatory body that is being contested in good faith, and
          liens which secure a judgment or other court-ordered award or
          settlement as to which the Guarantor or the applicable Subsidiary has
          not exhausted its appellate rights;

     (m)  any extension, renewal, refinancing, refunding or replacement (or
          successive extensions, renewals, refinancing, refunding or
          replacements) of liens, in whole or in part, referred to in clauses
          (a) through (l) above; provided, however, that any such extension,
          renewal, refinancing, refunding or replacement lien shall be limited
          to the property or assets covered by the lien extended, renewed,
          refinanced, refunded or replaced and that the obligations secured by
          any such extension, renewal, refinancing, refunding or replacement
          lien shall be in an amount not greater than the amount of the
          obligations secured by the lien extended, renewed, refinanced,
          refunded or replaced and any expenses of the Guarantor and its
          Subsidiaries (including any premium) incurred in connection with such
          extension, renewal, refinancing, refunding or replacement; or

     (n)  any lien resulting from the deposit of moneys or evidence of
          indebtedness in trust for the purpose of defeasing debt of the
          Guarantor or any Subsidiary;

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

     "Place of Payment" means, when used with respect to the Debt Securities of
any series, the place or places where the principal of, and premium, if any, and
interest on, the Debt Securities of that series are payable as specified
pursuant to Section 2.03.

     "Principal Property" means whether owned or leased on the date hereof or
thereafter acquired:

     (a)  any pipeline assets of the Guarantor or any Subsidiary, including any
          related facilities employed in the transportation, distribution,
          storage or marketing of refined petroleum products, natural gas
          liquids, and petrochemicals, that are located in the United States of
          America or any territory or political subdivision thereof; and

     (b)  any processing or manufacturing plant or terminal owned or leased by
          the Guarantor or any Subsidiary that is located in the United States
          or any territory or political subdivision thereof;

except, in the case of either of the foregoing clauses (a) or (b):

          (i)  any such assets consisting of inventories, furniture, office
               fixtures and equipment (including data processing equipment),
               vehicles and equipment used on, or useful with, vehicles; and

                                      -9-
<PAGE>

          (ii) any such assets, plant or terminal which, in the opinion of the
               Board of Directors, is not material in relation to the activities
               of the Company or of the Guarantor and its Subsidiaries taken as
               a whole.

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

     "Registered Holder" means the Person in whose name a Registered Security is
registered in the Debt Security Register (as defined in Section 2.07(a)).

     "Registered Security" means any Debt Security registered as to principal
and interest in the Debt Security Register (as defined in Section 2.07(a)).

     "Registrar" has the meaning set forth in Section 2.07(a).

     "Representative" means the trustee, agent or representative (if any) for an
issue of Senior Indebtedness.

     "Sale/Leaseback Transaction" means any arrangement with any Person
providing for the leasing by the Guarantor or a Subsidiary of any Principal
Property, which property has been or is to be sold or transferred by the
Guarantor or such Subsidiary to such Person in contemplation of such leasing.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended, and any
successor statute.

     "Senior Indebtedness," unless otherwise provided with respect to the Debt
Securities of a series as contemplated by Section 2.03, means (1) all
Indebtedness of the Guarantor or the Company, whether currently outstanding or
hereafter issued, unless, by the terms of the instrument creating or evidencing
such Indebtedness, it is provided that such Indebtedness is not superior in
right of payment to the Debt Securities, in the case of the Company, or the
Guarantee, in the case of the Guarantor, or to other Indebtedness which is pari
passu with or subordinated to the Debt Securities, in the case of the Company,
or the Guarantee, in the case of the Guarantor, and (2) any modifications,
refunding, deferrals, renewals, or extensions of any such Indebtedness or
securities, notes or other evidence of Indebtedness issued in exchange for such
Indebtedness; provided that in no event shall "Senior Indebtedness" include (a)
Indebtedness of the Guarantor or the Company owed or owing to any Subsidiary,
(b) Indebtedness to trade creditors or (c) any liability for taxes owed or owing
by the Guarantor or the Company.

     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

                                      -10-
<PAGE>

     "Subsidiary" means the Company or any corporation, association or other
business entity of which more than 50% of the total voting power of the equity
interests entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof or any partnership of
which more than 50% of the partners' equity interests (considering all partners'
equity interests as a single class) is, in each case, at the time owned or
controlled, directly or indirectly, by the Guarantor, the Company or one or more
of the other Subsidiaries of the Company or the Guarantor or combination
thereof.

     "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C. (S)(S)
77aaa-77bbbb), as in effect on the date of this Indenture as originally executed
and, to the extent required by law, as amended.

     "Trustee" initially means First Union National Bank and any other Person or
Persons appointed as such from time to time pursuant to Section 7.08, and,
subject to the provisions of Article VII, includes its or their successors and
assigns.  If at any time there is more than one such Person, "Trustee" as used
with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of that series.

     "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

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

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

     "U.S. Government Obligations" means direct obligations of the United States
of America, obligations on which the payment of principal and interest is fully
guaranteed by the United States of America or obligations or guarantees for the
payment of which the full faith and credit of the United States of America is
pledged.

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

      Section 1.02  OTHER DEFINITIONS.
                    -----------------


Term                                DEFINED IN SECTION
                                    ------------------

"Debt Security Register"..........        2.07
"Defaulted Interest"..............        2.17
"Designated Currency".............        2.18
"Determination Notice"............        3.02

                                      -11-
<PAGE>

"Event of Default"................        6.01
"Guarantee".......................       14.01
"Registrar".......................        2.07
"Subordinated Debt Securities"....       12.01
"Successor Company"...............       10.01

     Section 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.

     All terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

      Section 1.04  RULES OF CONSTRUCTION.  Unless the context otherwise
requires:

     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP;

     (c)  "or" is not exclusive;

     (d) words in the singular include the plural, and in the plural include the
singular;

     (e) provisions apply to successive events and transactions;

     (f) if the applicable series of Debt Securities are subordinated pursuant
to Article XII, unsecured Indebtedness shall not be deemed to be subordinate or
junior to secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness; and

     (g) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP.

                                  ARTICLE II

                                DEBT SECURITIES

      Section 2.01. FORMS GENERALLY.  The Debt Securities and Coupons, if any,
of each series shall be in substantially the form established without the
approval of any Holder by or pursuant to a resolution of the Board of Directors
or in one or more Indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
the Company may deem appropriate (and, if not contained in a supplemental
Indenture entered into in accordance with Article IX, as are not prohibited by
the provisions of this Indenture) or as may be required or appropriate to comply
with

                                      -12-
<PAGE>

any law or with any rules made pursuant thereto or with any rules of any
securities exchange on which such series of Debt Securities may be listed, or to
conform to general usage, or as may, consistently herewith, be determined by the
officers executing such Debt Securities and Coupons, as evidenced by their
execution of the Debt Securities and Coupons.

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

     Each Bearer Security and each Coupon shall bear a legend substantially to
the following effect: "Any United States Person who holds this obligation will
be subject to limitations under the United States Federal income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code."

      Section 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.  The
Trustee's Certificate of Authentication on all Debt Securities authenticated by
the Trustee shall be in substantially the following form:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              First Union National Bank,
                              As Trustee


                              By:
                                 ----------------------------------
                                      Authorized Signature


      Section 2.03. PRINCIPAL AMOUNT; ISSUABLE IN SERIES.  The aggregate
principal amount of Debt Securities which may be issued, executed,
authenticated, delivered and outstanding under this Indenture is unlimited.

     The Debt Securities may be issued in one or more series.  There shall be
established, without the approval of any Holders, in or pursuant to a resolution
of the Board of Directors and set forth in an Officers' Certificate, or
established in one or more Indentures supplemental hereto, prior to the issuance
of Debt Securities of any series any or all of the following:

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

     (b) any limit upon the aggregate principal amount of the Debt Securities of
the series which may be authenticated and delivered under this Indenture (except
for Debt Securities

                                      -13-
<PAGE>

authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Debt Securities of the series pursuant to this Article
II);

     (c) the date or dates on which the principal and premium, if any, of the
Debt Securities of the series are payable;

     (d) the rate or rates (which may be fixed or variable) at which the Debt
Securities of the series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable, or
the method by which such date will be determined, in the case of Registered
Securities, the record dates for the determination of Holders thereof to whom
such interest is payable; and the basis upon which interest will be calculated
if other than that of a 360-day year of twelve thirty-day months;

     (e) the place or places, if any, in addition to or instead of the corporate
trust office of the Trustee (in the case of Registered Securities) or the
principal London office of the Trustee (in the case of Bearer Securities), where
the principal of, and premium, if any, and interest on, Debt Securities of the
series shall be payable;

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

     (g) whether Debt Securities of the series are to be issued as Registered
Securities or Bearer Securities or both, and, if Bearer Securities are to be
issued, whether Coupons will be attached thereto, whether Bearer Securities of
the series may be exchanged for Registered Securities of the series and the
circumstances under which and the places at which any such exchanges, if
permitted, may be made;

     (h) if any Debt Securities of the series are to be issued as Bearer
Securities or as one or more Global Securities representing individual Bearer
Securities of the series,  whether the provisions of Sections 3.02 and 4.07 or
other provisions for payment of additional interest or tax redemptions shall
apply and, if other provisions shall apply, such other provisions;  whether
interest in respect of any portion of a temporary Bearer Security of the series
(delivered pursuant to Section 2.08) payable in respect of any interest payment
date prior to the exchange of such temporary Bearer Security for definitive
Bearer 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; and  the terms upon which a temporary Bearer
Security may be exchanged for one or more definitive Bearer Securities of the
series;

     (i) the obligation, if any, of the Company to redeem, purchase or repay
Debt Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof, and the price or prices at
which and the period or periods within which and the terms and

                                      -14-
<PAGE>

conditions upon which Debt Securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligations;

     (j) the terms, if any, upon which the Debt Securities of the series may be
convertible into or exchanged for capital stock (which may be represented by
depositary shares), other Debt Securities or warrants for capital stock or
Indebtedness or other securities of any kind of the Company or any other obligor
and the terms and conditions upon which such conversion or exchange shall be
effected, including the initial conversion or exchange price or rate, the
conversion or exchange period and any other provision in addition to or in lieu
of those described herein;

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

     (l) if the amount of principal of or any premium or interest on Debt
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;

     (m) if the principal amount payable at the Stated Maturity of Debt
Securities of the series will not be determinable as of any one or more dates
prior to such Stated Maturity, the amount which will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any maturity other than the
Stated Maturity or which will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is to be
determined); and the manner of determining the equivalent thereof in the
currency of the United States of America for purposes of the definition of
Dollar Equivalent;

     (n) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option
pursuant to Section 11.02(b);

     (o) if other than such coin or Currency of the United States as at the time
of payment is legal tender for payment of public and private debts, the coin or
Currency, or Currencies or units of two or more Currencies, in which payment of
the principal of, and premium, if any, and interest on, Debt Securities of the
series shall be payable;

     (p) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
provable in bankruptcy pursuant to Section 6.02;

     (q) the terms, if any, of the transfer, mortgage, pledge or assignment as
security for the Debt Securities of the series of any properties, assets,
moneys, proceeds, securities or other collateral, including whether certain
provisions of the TIA are applicable and any corresponding changes to provisions
of this Indenture as currently in effect;

     (r) any addition to or change in the Events of Default with respect to the
Debt Securities of the series and any change in the right of the Trustee or the
Holders to declare the principal of, and premium and interest on, such Debt
Securities due and payable;

                                      -15-
<PAGE>

     (s) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Debt Securities in definitive registered form;
and the Depositary for such Global Security or Securities and the form of any
legend or legends to be borne by any such Global Security or Securities in
addition to or in lieu of the legend referred to in Section 2.15(a);

     (t) any trustees, authenticating or paying agents, transfer agents or
registrars;

     (u) the applicability of, and any addition to or change in the covenants
and definitions currently set forth in this Indenture or in the terms currently
set forth in Article X, including conditioning any merger, conveyance, transfer
or lease permitted by Article X upon the satisfaction of an Indebtedness
coverage standard by the Company and Successor Company (as defined in Article
X);

     (v) the subordination, if any, of the Debt Securities of the series
pursuant to Article XII and any changes or additions to Article XII;

     (w) with regard to Debt Securities of the series that do not bear interest,
the dates for certain required reports to the Trustee; and

     (x) any other terms of the Debt Securities of the series (which terms shall
not be prohibited by the provisions of this Indenture).

     All Debt Securities of any one series and the Coupons, if any, appertaining
thereto shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to such resolution of the Board of
Directors and as set forth in such Officers' Certificate or in any such
Indenture supplemental hereto.

      Section 2.04. EXECUTION OF DEBT SECURITIES.  The Debt Securities and the
Coupons, if any, shall be signed on behalf of the Company by the Chairman of the
Board, the President or a Vice President of the General Partner and, if the seal
of the General Partner is reproduced thereon, it shall be attested by its
Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer.  Such
signatures upon the Debt Securities and Coupons may be the manual or facsimile
signatures of the present or any future such authorized officers and may be
imprinted or otherwise reproduced on the Debt Securities and Coupons.  The seal
of the General Partner, if any, may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Debt
Securities and Coupons.

     Only such Debt Securities and Coupons as shall bear thereon a certificate
of authentication substantially in the form hereinbefore recited, signed
manually by the Trustee, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose.  Such certificate by the Trustee upon
any Debt Security or Coupon executed by the General Partner on behalf of the
Company shall be conclusive evidence that the Debt Security or Coupon so
authenticated has been duly authenticated and delivered hereunder.

                                      -16-
<PAGE>

     In case any officer of the General Partner who shall have signed any of the
Debt Securities or Coupons shall cease to be such officer before the Debt
Securities or Coupons so signed shall have been authenticated and delivered by
the Trustee, or disposed of by the Company, such Debt Securities or Coupons
nevertheless may be authenticated and delivered or disposed of as though the
Person who signed such Debt Securities or Coupons had not ceased to be such
officer of the General Partner; and any Debt Security or Coupon may be signed on
behalf of the General Partner by such Persons as, at the actual date of the
execution of such Debt Security or Coupon, shall be the proper officers of the
General Partner, although at the date of such Debt Security or Coupon or of the
execution of this Indenture any such Person was not such officer.

      Section 2.05. AUTHENTICATION AND DELIVERY OF DEBT SECURITIES.  At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities, with appropriate Coupons, if any, of any
series executed by the Company to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Debt Securities and
Coupons to or upon a Company Order.  In authenticating such Debt Securities and
Coupons, and accepting the additional responsibilities under this Indenture in
relation to such Debt Securities and Coupons, the Trustee shall be entitled to
receive, and (subject to Section 7.01) shall be fully protected in relying upon:

     (a) a copy of any resolution or resolutions of the Board of Directors,
certified by the Secretary or Assistant Secretary of the Company, authorizing
the terms of issuance of any series of Debt Securities and Coupons;

     (b) an executed supplemental Indenture, if any;

     (c)  an Officers' Certificate; and

     (d) an Opinion of Counsel prepared in accordance with Section 13.05 which
shall also state:

          (i) that the form of such Debt Securities and Coupons has been
     established by or pursuant to a resolution of the Board of Directors or by
     a supplemental Indenture as permitted by Section 2.01 in conformity with
     the provisions of this Indenture;

          (ii) that the terms of such Debt Securities and Coupons have been
     established by or pursuant to a resolution of the Board of Directors or by
     a supplemental Indenture as permitted by Section 2.03 in conformity with
     the provisions of this Indenture;

          (iii)  that such Debt 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 except as  the enforceability
     thereof may be limited by bankruptcy, insolvency or similar laws affecting
     the enforcement of creditors' rights generally and  rights of acceleration
     and the availability of equitable remedies may be limited by equitable
     principles of general applicability;

                                      -17-
<PAGE>

         (iv) that the Company has the corporate power to issue such Debt
     Securities and Coupons and has duly taken all necessary corporate action
     with respect to such issuance;

          (v) that the issuance of such Debt Securities and Coupons will not
     contravene the charter or by-laws of the Company or result in any material
     violation of any of the terms or provisions of any law or regulation or of
     any indenture, mortgage or other agreement known to such counsel by which
     the Company is bound;

          (vi) that authentication and delivery of such Debt Securities and
     Coupons and the execution and delivery of any supplemental Indenture will
     not violate the terms of this Indenture; and

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

     Such Opinion of Counsel need express no opinion as to whether a court in
the United States would render a money judgment in a currency other than that of
the United States.

     The Trustee shall have the right to decline to authenticate and deliver any
Debt Securities or Coupons under this Section 2.05 if the Trustee, being advised
by counsel, determines that such action may not lawfully be taken or if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors, trustees or vice presidents (or any
combination thereof) shall determine that such action would expose the Trustee
to personal liability to existing Holders.

     The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate Debt Securities and Coupons, if any, of any series.
Unless limited by the terms of such appointment, an authenticating agent may
authenticate Debt Securities whenever the Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as any Registrar, paying
agent or agent for service of notices and demands.

     Unless otherwise provided in the form of Debt Security for any series, each
Debt Security shall be dated the date of its authentication.

      Section 2.06. DENOMINATION OF DEBT SECURITIES.  Unless otherwise provided
in the form of Debt Security for any series, the Debt Securities of each series
shall be issuable only as Registered Securities in such denominations as shall
be specified or contemplated by Section 2.03.  In the absence of any such
specification with respect to the Debt Securities of any series, the Debt
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

      Section 2.07. REGISTRATION OF TRANSFER AND EXCHANGE.  (a)  The Company
shall keep or cause to be kept a register for each series of Registered
Securities issued hereunder (hereinafter collectively referred to as the "Debt
Security Register"), in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and the transfer of Registered Securities as in this Article II
provided.  At all reasonable

                                      -18-
<PAGE>

times the Debt Security Register shall be open for inspection by the Trustee.
Subject to Section 2.15, upon due presentment for registration of transfer of
any Registered Security at any office or agency to be maintained by the Company
in accordance with the provisions of Section 4.02, the Company shall execute and
the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of authorized
denominations for a like aggregate principal amount. In no event may Registered
Securities, including Registered Securities received in exchange for Bearer
Securities, be exchanged for Bearer Securities.

     Unless and until otherwise determined by the Company by resolution of the
Board of Directors, the register of the Company for the purpose of registration,
exchange or registration of transfer of the Registered Securities shall be kept
at the principal corporate trust office of the Trustee and, for this purpose,
the Trustee shall be designated "Registrar".

     Registered Securities of any series (other than a Global Security, except
as set forth below) may be exchanged for a like aggregate principal amount of
Registered Securities of the same series of other authorized denominations.
Subject to Section 2.15, Registered Securities to be exchanged shall be
surrendered at the office or agency to be maintained by the Company as provided
in Section 4.02, and the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor the Registered Security or
Registered Securities which the Holder making the exchange shall be entitled to
receive.

     At the option of the Holder of Bearer Securities of any series, except as
otherwise specified as contemplated by Section 2.03(h) or 2.03(s) with respect
to a Global Security representing Bearer Securities, Bearer Securities of such
series may be exchanged for Registered Securities (if the Debt Securities of
such series are issuable as Registered Securities) or Bearer Securities of the
same series, of any authorized denomination or denominations, of like tenor and
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at the office or agency of the Company maintained for such purpose,
with all unmatured Coupons and all matured Coupons in Default thereto
appertaining; provided, however, that delivery of a Bearer Security shall occur
only outside the United States.  If such Holder is unable to produce any such
unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such
exchange may be effected if such Holder's 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
be furnished to them such security or indemnity as they may require to save each
of them and any paying agent harmless.  If thereafter such Holder 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 2.12, interest represented by Coupons shall be payable only upon
presentation and surrender of those Cou  pons at an office or agency located
outside the United States.

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

                                      -19-
<PAGE>

     Notwithstanding the foregoing, the exchange of Bearer Securities for
Registered Securities will be subject to the provisions of United States income
tax laws and regulations applicable to Debt Securities in effect at the time of
such exchange.

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

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

     No service charge shall be made for any exchange or registration of
transfer of Debt Securities (except as provided by Section 2.09), but the
Company may require payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation thereto,
other than those expressly provided in this Indenture to be made at the
Company's own expense or without expense or without charge to the Holders.

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Debt Securities for a period of 15 days next preceding any mailing
of notice of redemption of Debt Securities of such series or (ii) to register
the transfer of or exchange any Debt Securities selected, called or being called
for redemption; provided, however, that, if specified pursuant to Section 2.03,
any Bearer Securities of any series that are exchangeable for Registered
Securities and that are called for redemption pursuant to Section 3.02 may, to
the extent permitted by applicable law, be exchanged for one or more Registered
Securities of such series during the period preceding the redemption date
therefor.

     Prior to the due presentation for registration of transfer of any Debt
Security, the Company, the Trustee, any paying agent or any Registrar may deem
and treat the Person in whose name a Debt Security is registered as the absolute
owner of such Debt Security for the purpose of receiving payment of principal
of, and premium, if any, and interest on, such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and none of
the Company, the Guarantor, the Trustee, any paying agent or Registrar shall be
affected by notice to the contrary.

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

      Section 2.08. TEMPORARY DEBT SECURITIES.  Pending the preparation of
definitive Debt Securities of any series, the Company may execute and the
Trustee shall authenticate and deliver temporary Debt Securities (printed,
lithographed, photocopied, typewritten or otherwise produced) of any authorized
denomination, and substantially in the form of the definitive Debt Securities in
lieu of which they are issued, in registered form or, if authorized, in bearer
form with one or more

                                      -20-
<PAGE>

Coupons or without Coupons, and with such omissions, insertions and variations
as may be appropriate for temporary Debt Securities and Coupons, all as may be
determined by the Company with the concurrence of the Trustee. Temporary Debt
Securities and Coupons may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Debt Security shall be executed
by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Debt
Securities.

     If temporary Debt Securities of any series are issued, the Company will
cause definitive Debt Securities of such series to be prepared without
unreasonable delay.  Except as otherwise specified as contemplated by Section
2.03(h)(iii) with respect to a series of Debt Securities issuable as Bearer
Securities or as one or more Global Securities representing individual Bearer
Securities of the series, (a) after the preparation of definitive Debt
Securities of such series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series upon surrender of the
temporary Debt Securities of such series at the office or agency of the Company
at a Place of Payment for such series, without charge to the Holder thereof,
except as provided in Section 2.07 in connection with a transfer and except that
a Person receiving definitive Bearer Securities shall bear the cost of
insurance, postage, transportation and the like unless otherwise specified
pursuant to Section 2.03, and (b) upon surrender for cancellation of any one or
more temporary Debt 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 Debt Securities of the same series of authorized denominations and of
like tenor; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided,
further, however, that delivery of a Global Security representing individual
Bearer Securities or a Bearer Security shall occur only outside the United
States.  Until so exchanged, temporary Debt Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Debt Securities of such series, except as otherwise specified as contemplated by
Section 2.03(h)(ii) with respect to the payment of interest on Global Securities
in temporary form.

     Unless otherwise specified pursuant to Section 2.03, the Company will
execute and deliver each definitive Global Security representing individual
Bearer Securities and each Bearer Security to the Trustee at its principal
office in London or such other place outside the United States specified
pursuant to Section 2.03.

     Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount to be
exchanged and endorsed.

      Section 2.09. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES.  If
(a) any mutilated Debt Security or any mutilated Coupon with the Coupon Security
to which it appertains (and all unmatured Coupons attached thereto) is
surrendered to the Trustee at its corporate trust office (in the case of
Registered Securities) or at its principal London office (in the case of Bearer
Securities) or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debt Security or any
Coupon, and there is delivered to the Company and the Trustee such

                                      -21-
<PAGE>

security or indemnity as may be required by them to save each of them and any
paying agent harmless, and neither the Company nor the Trustee receives notice
that such Debt Security or Coupon has been acquired by a bona fide purchaser,
then the Company shall execute and, upon a Company Order, the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Debt Security or in exchange for the Coupon Security
to which such mutilated, destroyed, lost or stolen Coupon appertained, a new
Debt Security of the same series of like tenor, form, terms and principal
amount, bearing a number not contemporaneously Outstanding, and, in the case of
a Coupon Security, with such Coupons attached thereto that neither gain nor loss
in interest shall result from such exchange or substitution. Upon the issuance
of any substituted Debt Security, the Company may require the payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Debt Security or Coupon which has matured or is about to mature or
which has been called for redemption shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substituted Debt Security
or Coupon, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Debt Security or Coupon) if the applicant for
such payment shall furnish the Company and the Trustee with such security or
indemnity as either may require to save it harmless from all risk, however
remote, and, in case of destruction, loss or theft, evidence to the satisfaction
of the Company and the Trustee of the destruction, loss or theft of such Debt
Security or Coupon and of the ownership thereof; provided, however, that payment
of principal of, and premium, if any, and interest on, Bearer Securities or
Coupons shall, except as otherwise provided in Section 2.12, be payable only at
an office or agency located outside the United States.

     Every substituted Debt Security of any series, with its Coupons, if any,
issued pursuant to the provisions of this Section 2.09 by virtue of the fact
that any Debt Security or Coupon is destroyed, lost or stolen shall constitute
an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security or Coupon shall be found at any time,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of that series and
Coupons, if any, duly issued hereunder.  All Debt Securities and Coupons, if
any, shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities or Coupons, and shall
preclude any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

      Section 2.10. CANCELLATION OF SURRENDERED DEBT SECURITIES.  All Debt
Securities surrendered for payment, redemption, registration of transfer or
exchange and all Coupons surrendered for payment or exchange shall, if
surrendered to the Company or any paying agent or a Registrar, be delivered to
the Trustee for cancellation by it, or if surrendered to the Trustee, shall be
canceled by it, and no Debt Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture.  All canceled Debt Securities and Coupons held by the Trustee shall
be destroyed (subject to the record retention requirements of the Exchange Act)
and certification of their destruction delivered to the Company, unless
otherwise directed.  On request of the Company, the Trustee shall deliver to the
Company canceled Debt Securities and Coupons held by the Trustee.  If the
Company shall acquire any of the Debt Securities or Coupons, however, such
acquisition shall not operate as a redemption or satisfaction of the

                                      -22-
<PAGE>

indebtedness represented thereby unless and until the same are delivered or
surrendered to the Trustee for cancellation.  The Company may not issue new Debt
Securities or Coupons to replace Debt Securities or Coupons it has redeemed,
paid or delivered to the Trustee for cancellation.

      Section 2.11. PROVISIONS OF THE INDENTURE AND DEBT SECURITIES FOR THE SOLE
BENEFIT OF THE PARTIES AND THE HOLDERS.  Nothing in this Indenture or in the
Debt Securities or Coupons, expressed or implied, shall give or be construed to
give to any Person, other than the parties hereto, the Holders or any Registrar
or paying agent, any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained; all its covenants, conditions and provisions being for the sole
benefit of the parties hereto, the Holders and any Registrar and paying agents.

      Section 2.12. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.  (a)
Interest on any Registered Security that is payable and is punctually paid or
duly provided for on any interest payment date shall be paid to the Person in
whose name such Registered Security is registered at the close of business on
the regular record date for such interest notwithstanding the cancellation of
such Registered Security upon any transfer or exchange subsequent to the regular
record date.  In case a Coupon 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 Coupon 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 for such Coupon Security, but will be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture.  Payment of interest on Registered Securities shall be made at the
corporate trust office of the Trustee (except as otherwise specified pursuant to
Section 2.03), or at the option of the Company, by check mailed to the address
of the Person entitled thereto as such address shall appear in the Debt Security
Register or, if provided pursuant to Section 2.03 and in accordance with
arrangements satisfactory to the Trustee, at the option of the Registered Holder
by wire transfer to an account designated by the Registered Holder.

          (b) No interest shall be payable with respect to a Bearer Security or
Coupon unless such certification requirements as are specified pursuant to
Section 2.03(h)(iii) are satisfied with respect to such Bearer Security or
Coupon.  Interest on any Coupon Security that is payable and is punctually paid
or duly provided for on any interest payment date shall be paid to the Holder of
the Coupon that has matured on such interest payment date upon surrender of such
Coupon on such interest payment date at the principal London office of the
Trustee or at such other Place of Payment outside the United States specified
pursuant to Section 2.03.

     Interest on any Bearer Security (other than a Coupon Security) that is
payable and is punctually paid or duly provided for on any interest payment date
shall be paid to the Holder of the Bearer Security upon presentation of such
Bearer Security and notation thereon on such interest payment date at the
principal London office of the Trustee or at such other Place of Payment outside
the United States specified pursuant to Section 2.03.

                                      -23-
<PAGE>

     Unless otherwise specified pursuant to Section 2.03, at the direction of
the Holder of any Bearer Security or Coupon payable in Dollars, and subject to
applicable laws and regulations, payments in respect of such Bearer Security or
Coupon will be made by check drawn on a bank in New York, New York, or, in
accordance with arrangements satisfactory to the Trustee, by wire transfer to a
Dollar account maintained by such Holder with a bank outside the United States.
If such payment at the offices of all paying agents outside the United States
becomes illegal or is effectively precluded because of the imposition of
exchange controls or similar restrictions on the full payment or receipt of such
amounts in Dollars, then, to the extent permitted by United States tax law, the
Company will appoint an office or agent in the United States at which such
payment may be made. Unless otherwise specified pursuant to Section 2.03, at the
direction of the Holder of any Bearer Security or Coupon payable in a Foreign
Currency, payment on such Bearer Security or Coupon will be made by a check
drawn on a bank outside the United States or, in accordance with arrangements
satisfactory to the Trustee, by wire transfer to an appropriate account
maintained by such Holder outside the United States.  Except as provided in this
paragraph, no payment on any Bearer Security or Coupon will be made by mail to
an address in the United States or by transfer to an account in the United
States.

          (c) Subject to the foregoing provisions of this Section 2.12 and
Section 2.17, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debt Security of the same series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

      Section 2.13. SECURITIES DENOMINATED IN FOREIGN CURRENCIES.

     (a) Except as otherwise specified pursuant to Section 2.03 for Bearer
Securities of any series, payment of the principal of, and premium, if any, and
interest on, Bearer Securities of such series denominated in any Currency will
be made in such Currency.

     (b) Except as otherwise specified pursuant to Section 2.03 for Registered
Securities of any series, payment of the principal of, and premium, if any, and
interest on, Registered Securities of such series will be made in Dollars.

     (c) For the purposes of calculating the principal amount of Debt Securities
of any series denominated in a Foreign Currency or in units of two or more
Foreign Currencies (including European Currency Units) for any purpose under
this Indenture, the principal amount of such Debt Securities at any time
Outstanding shall be deemed to be the Dollar Equivalent of such principal amount
as of the date of any such calculation.

     In the event any Foreign Currency or currencies or units of two or more
Currencies in which any payment with respect to any series of Debt Securities
may be made ceases to be a freely convertible Currency on United States Currency
markets, for any date thereafter on which payment of principal of, or premium,
if any, or interest on, the Debt Securities of a series is due, the Company
shall select the Currency of payment for use on such date, all as provided in
the Debt Securities of such series.  In such event, the Company shall, as
provided in the Debt Securities of such series, notify the Trustee of the
Currency which it has selected to constitute the funds necessary to meet the
Company's obligations on such payment date and of the amount of such Currency to
be paid.  Such

                                      -24-
<PAGE>

amount shall be determined as provided in the Debt Securities of such series.
The payment to the Trustee with respect to such payment date shall be made by
the Company solely in the Currency so selected.

      Section 2.14. WIRE TRANSFERS.  Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of monies required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on, the Debt Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer in
immediately available funds to an account designated by the Trustee on or before
the date such moneys are to be paid to the Holders of the Debt Securities in
accordance with the terms hereof.

      Section 2.15. SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.  (a)
If the Company shall establish pursuant to Sections 2.01 and 2.03 that the Debt
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee or its agent shall, in accordance with Section 2.05, authenticate and
deliver, such Global Security or Securities, which  shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, the
Outstanding Debt Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Company shall specify in
an Officers' Certificate,  shall be registered in the name of the Depositary for
such Global Security or Securities or its nominee,  shall be delivered by the
Trustee or its agent to the Depositary or pursuant to the Depositary's
instruction and  shall bear a legend substantially to the following effect:
'UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO HEREIN', or such other legend as may then be required by
the Depositary for such Global Security or Securities.

     (b) Notwithstanding any other provision of this Section 2.15 or of Section
2.07 to the contrary, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for definitive Debt Securities in registered
form, a Global Security may be transferred, in whole but not in part and in the
manner provided in Section 2.07, only by the Depositary to a nominee of the
Depositary for such

                                      -25-
<PAGE>

Global Security, or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary, or by the Depositary or a nominee of the Depositary
to a successor Depositary or a nominee of such successor for such Global
Security selected or approved by the Company, or to a nominee of such successor
Depositary.

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

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

          (iii)  If specified by the Company pursuant to Sections 2.01 and 2.03
     with respect to Debt Securities issued or issuable in the form of a Global
     Security, the Depositary for such Global Security may surrender such Global
     Security in exchange in whole or in part for individual Debt Securities of
     such series of like tenor and terms 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 or its agent upon receipt of a
     Company Order for the authentication and delivery of definitive Debt
     Securities of such series shall authenticate and deliver, without service
     charge,  to each Person specified by such Depositary a new Debt 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  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 Debt Securities delivered to Holders
     thereof.

          (iv) In any exchange provided for in any of the preceding three
     paragraphs, the Company will execute and the Trustee or its agent will
     authenticate and deliver individual Debt Securities.  In case a Coupon
     Security of any series is surrendered in exchange for a

                                      -26-
<PAGE>

     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 special
     record date and before the opening of business (at such office or agency)
     on the related proposed date of payment of Defaulted Interest, such Coupon
     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 Coupon Security, but will be payable only to the Holder of such
     Coupon when due in accordance with the provisions of this Indenture. Upon
     the exchange of the entire principal amount of a Global Security for
     individual Debt Securities, such Global Security shall be canceled by the
     Trustee or its agent. Except as provided in the preceding paragraph,
     Registered Securities issued in exchange for a Global Security pursuant to
     this Section 2.15 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 or the Registrar. The Trustee or the Registrar shall
     deliver such Registered Securities to the Persons in whose names such
     Registered Securities are so registered.

          (v) Payments in respect of the principal of and interest on any Debt
     Securities registered in the name of the Depositary or its nominee will be
     payable to the Depositary or such nominee in its capacity as the registered
     owner of such Global Security.  The Company and the Trustee may treat the
     Person in whose name the Debt Securities, including the Global Security,
     are registered as the owner thereof for the purpose of receiving such
     payments and for any and all other purposes whatsoever.  None of the
     Company, the Trustee, any Registrar, the paying agent or any agent of the
     Company or the Trustee will have any responsibility or liability for  any
     aspect of the records relating to or payments made on account of the
     beneficial ownership interests of the Global Security by the Depositary or
     its nominee or any of the Depositary's direct or indirect participants, or
     for maintaining, supervising or reviewing any records of the Depositary,
     its nominee or any of its direct or indirect participants relating to the
     beneficial ownership interests of the Global Security,  the payments to the
     beneficial owners of the Global Security of amounts paid to the Depositary
     or its nominee, or  any other matter relating to the actions and practices
     of the Depositary, its nominee or any of its direct or indirect
     participants.  None of the Company, the Trustee or any such agent will be
     liable for any delay by the Depositary, its nominee, or any of its direct
     or indirect participants in identifying the beneficial owners of the Debt
     Securities, and the Company and the Trustee may conclusively rely on, and
     will be protected in relying on, instructions from the Depositary or its
     nominee for all purposes (including with respect to the registration and
     delivery, and the respective principal amounts, of the Debt Securities to
     be issued).

     The Trustee shall deliver individual Bearer Securities issued in exchange
for a Global Security pursuant to this Section 2.15 to the Persons 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; provided, however, that individual Bearer Securities shall
be delivered in exchange for a Global Security only in accordance with the
procedures as may be specified pursuant to Section 2.03.

                                      -27-
<PAGE>

     Notwithstanding the foregoing, the exchange of Bearer Securities for
Registered Securities will be subject to the provisions of United States income
tax laws and regulations applicable to debt Securities in effect at the time of
such exchange.

      Section 2.16. MEDIUM TERM SECURITIES.  Notwithstanding any contrary
provision herein, if all Debt Securities of a series are not to be originally
issued at one time, it shall not be necessary for the Company to deliver to the
Trustee an Officers' Certificate, resolutions of the Board of Directors,
supplemental Indenture, Opinion of Counsel or written order or any other
document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or
prior to the time of authentication of each Debt Security of such series if such
documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first such Debt Security of such
series to be issued; provided, that any subsequent request by the Company to the
Trustee to authenticate Debt Securities of such series upon original issuance
shall constitute a representation and warranty by the Company that, as of the
date of such request, the statements made in the Officers' Certificate delivered
pursuant to Section 2.05 or 13.05 shall be true and correct as if made on such
date and that the Opinion of Counsel delivered at or prior to such time of
authentication of an original issuance of Debt Securities shall specifically
state that it shall relate to all subsequent issuances of Debt Securities of
such series that are identical to the Debt Securities issued in the first
issuance of Debt Securities of such series.

     A Company Order delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph, may provide that Debt
Securities which are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time upon the telephonic
or written order of Persons designated in such written order (any such
telephonic instructions to be promptly confirmed in writing by such Person) and
that such Persons are authorized to determine, consistent with the Officers'
Certificate, supplemental Indenture or resolution of the Board of Directors
relating to such written order, such terms and conditions of such Debt
Securities as are specified in such Officers' Certificate, supplemental
Indenture or such resolution.

      Section 2.17. DEFAULTED INTEREST.  (a)  Any interest on any Debt Security
of a particular series which is payable, but is not punctually paid or duly
provided for, on the dates and in the manner provided in the Debt Securities of
such series and in this Indenture (herein called "Defaulted Interest") shall, if
such Debt Security is a Registered Security, forthwith cease to be payable to
the Registered Holder thereof on the relevant record date by virtue of having
been such Registered Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (i) or (ii) below:

          (i) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Registered Securities of such series 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 of
     such series and the date of the proposed payment, and at the same time the
     Company shall deposit with the Trustee an amount of money equal to the
     aggregate amount proposed to be paid in respect of such Defaulted Interest
     or shall make arrangements satisfactory to the Trustee for

                                      -28-
<PAGE>

     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 pre-paid, to each Holder thereof at its
     address as it appears in the Security Register, not less than 10 days prior
     to such special record date. Notice of the proposed payment of such
     Defaulted Interest and the special record date therefor having been so
     mailed, such Defaulted Interest shall be paid to the Persons in whose names
     the Registered Securities of such series are registered at the close of
     business on such special record date. In case a Coupon Security of any such
     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 special record date and before the opening of
     business (at such office or agency) on the related proposed date of payment
     of Defaulted Interest, such Coupon 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 Coupon Security, but will
     be payable only to the Holder of such Coupon when due in accordance with
     the provisions of this Indenture.

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

     (b) Any Defaulted Interest payable in respect of Bearer Securities of any
series shall be payable pursuant to such procedures as may be satisfactory to
the Trustee in such manner that there is no discrimination between the Holders
of Registered Securities (if any) and Bearer Securities of such series, and
notice of the payment date therefor shall be given by the Trustee, in the name
and at the expense of the Company, in the manner provided in Section 13.03 not
more than 25 days and not less than 20 days prior to the date of the proposed
payment.

      Section 2.18. JUDGMENTS.  The Company may provide pursuant to Section 2.03
for Debt Securities of any series that  the obligation, if any, of the Company
to pay the principal of, and premium, if any, and interest on, the Debt
Securities of any series in a Foreign Currency or Dollars (the "Designated
Currency") as may be specified pursuant to Section 2.03 is of the essence and
agrees that, to the fullest extent possible under applicable law, judgments in
respect of Debt Securities of such series shall be given in the Designated
Currency;  the obligation of the Company to make payments in the Designated
Currency of the principal of, and premium, if any, and interest on, such Debt
Securities shall, notwithstanding any payment in any other Currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the Designated

                                      -29-
<PAGE>

Currency that the Holder receiving such payment may, in accordance with normal
banking procedures, purchase with the sum paid in such other Currency (after any
premium and cost of exchange) on the business day in the country of issue of the
Designated Currency or in the international banking community (in the case of a
composite currency) immediately following the day on which such Holder receives
such payment; if the amount in the Designated Currency that may be so purchased
for any reason falls short of the amount originally due, the Company shall pay
such additional amounts as may be necessary to compensate for such shortfall;
and any obligation of the Company not discharged by such payment shall be due as
a separate and independent obligation and, until discharged as provided herein,
shall continue in full force and effect.

      Section 2.19. CUSIP NUMBERS.  The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
accuracy of such numbers either as printed on the Securities or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee in writing of any change in the "CUSIP" numbers.

                                  ARTICLE III

                         REDEMPTION OF DEBT SECURITIES
                         -----------------------------

      Section 3.01. APPLICABILITY OF ARTICLE.  The provisions of this Article
shall be applicable to the Debt Securities of any series which are redeemable
before their Stated Maturity except as otherwise specified as contemplated by
Section 2.03 for Debt Securities of such series.

      Section 3.02. TAX REDEMPTION; SPECIAL TAX REDEMPTION.  (a)  Unless
otherwise specified pursuant to Section 2.03, Bearer Securities of any series
may be redeemed at the option of the Company in whole, but not in part, at any
time, on giving not less than 30 or more than 60 days' notice in accordance with
Section 3.03 (which notice shall be irrevocable), at the redemption price
thereof (calculated without premium), if the Company has or will become
obligated to pay additional interest on such Bearer Securities pursuant to
Section 4.07 as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or any change in
the application or official interpretation of such laws, regulations or rulings,
which change or amendment becomes effective on or after the date on which any
Person (including any Person acting as underwriter, broker or dealer) agrees to
purchase any of such Bearer Securities pursuant to their original issuance, and
such obligation cannot be avoided by the Company taking reasonable measures
available to it; provided, that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the Company would be
obligated to pay such additional interest were a payment in respect of the
Bearer Securities of that series then due.  Prior to the publication of any
notice of redemption pursuant to this Section 3.02(a), the Company shall deliver
to the Trustee  an Officers' Certificate stating that the Company is entitled to
effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Company so to redeem

                                      -30-
<PAGE>

have occurred and an Opinion of Counsel to the effect that the Company has or
will become obligated to pay such additional interest as a result of such change
or amendment.

     (b) Unless otherwise specified pursuant to Section 2.03, if the Company
shall determine that any payment made outside the United States by the Company
or any of its paying agents in respect of any Bearer Security or Coupon would,
under any present or future laws or regulations of the United States, be subject
to any certification, documentation, information or other reporting requirement
of any kind, the effect of which requirement is the disclosure to the Company,
any paying agent or any governmental authority of the nationality, residence or
identity of a beneficial owner of such Bearer Security or Coupon that is a
United States Alien (other than such a requirement (i) that would not be
applicable to a payment made by the Company or any one of its paying agents  (A)
directly to the beneficial owner or  (B) to a custodian, nominee or other agent
of the beneficial owner, or (ii) that can be satisfied by such custodian,
nominee or other agent certifying to the effect that the beneficial owner is a
United States Alien; provided, that, in any case referred to in clause (i)(B) or
(ii), payment by the custodian, nominee or agent to the beneficial owner is not
otherwise subject to any such requirement), then the Company shall elect either
to redeem such Bearer Security or Coupon in whole, but not in part, at the
redemption price thereof (calculated without premium) or  if the conditions of
the next succeeding paragraph are satisfied, to pay the additional interest
specified in such paragraph.  The Company shall make such determination as soon
as practicable and publish prompt notice thereof (the "Determination Notice"),
stating the effective date of such certification, documentation, information or
other reporting requirement, whether the Company elects to redeem the Bearer
Security or Coupon or to pay the additional interest specified in the next
succeeding paragraph and (if applicable) the last date by which the redemption
of the Bearer Security or Coupon must take place, as provided in the next
succeeding sentence.  If any Bearer Security or Coupon is to be redeemed
pursuant to this paragraph, the redemption shall take place on such date, not
later than one year after the publication of the Determination Notice, as the
Company shall specify by notice given to the Trustee at least 60 days before the
redemption date.  Notice of such redemption shall be given by the Company to the
Holders of the Bearer Security or Coupon not more than 60 days or less than 30
days prior to the redemption date.  Notwithstanding the foregoing, the Company
shall not so redeem the Bearer Security or Coupon if the Company shall
subsequently determine, not less than 30 days prior to the redemption date, that
subsequent payments on the Bearer Security or Coupon would not be subject to any
such certification, documentation, information or other reporting requirement,
in which case the Company shall publish prompt notice of such subsequent
determination, and any earlier redemption notice given pursuant to this
paragraph shall be revoked and of no further effect.  Prior to the publication
of any Determination Notice pursuant to this paragraph, the Company shall
deliver to the Trustee  an Officers' Certificate stating that the Company is
entitled to make such determination and setting forth a statement of facts
showing that the conditions precedent to the obligation of the Company to redeem
the Bearer Security or Coupon or to pay the additional interest specified in the
next succeeding paragraph have occurred and  an Opinion of Counsel to the effect
that such conditions have occurred.

     If and so long as the certification, documentation, information or other
reporting requirement referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Company
may elect to pay as additional interest such amounts as may be necessary so that
every net payment made outside the United States following the effective date of
such requirement by the Company or any of its paying agents in respect of any
Bearer Security or

                                      -31-
<PAGE>

Coupon of which the beneficial owner is a United States Alien (but without any
requirement that the nationality, residence or identity of such beneficial owner
be disclosed to the Company, any paying agent or any governmental authority),
after deduction or withholding for or on account of such backup withholding tax
or similar charge that (x) would not be applicable in the circumstances referred
to in the parenthetical clause of the first sentence of the preceding paragraph
or (y) is imposed as a result of presentation of any such Bearer Security or
Coupon for payment more than 15 days after the date on which such payment became
due and payable or on which payment thereof was duly provided for, whichever
occurred later, will not be less than the amount provided in any such Bearer
Security or Coupon to be then due and payable. If the Company elects to pay
additional interest pursuant to this paragraph, the Company shall have the right
to redeem the Bearer Security or Coupon at any time in whole, but not in part,
at the redemption price thereof (calculated without premium), subject to the
provisions of the last three sentences of the immediately preceding paragraph.
If the Company elects to pay additional interest pursuant to this paragraph and
the condition specified in the first sentence of this paragraph should no longer
be satisfied, then the Company shall redeem the Bearer Security or Coupon in
whole, but not in part, at the redemption price thereof (calculated without
premium), subject to the provisions of the last three sentences of the
immediately preceding paragraph. Any redemption payments made by the Company
pursuant to the two immediately preceding sentences shall be subject to the
continuing obligation of the Company to pay additional interest pursuant to this
paragraph. If the Company elects to, or is required to, redeem the Bearer
Security or Coupon pursuant to this paragraph, it shall publish prompt notice
thereof. If the Bearer Security or Coupon is to be redeemed pursuant to this
paragraph, the redemption shall take place on such date, not later than one year
after publication of the notice of redemption, as the Company shall specify by
written notice to the Trustee at least 60 days prior to the redemption date.

      Section 3.03. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES.  In case
the Company shall desire to exercise the right to redeem all or, as the case may
be, any part of the Debt Securities of any series in accordance with their
terms, by resolution of the Board of Directors of the Company or a supplemental
Indenture, the Company shall fix a date for redemption and shall give notice of
such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the Holders of Debt Securities of such series so to be
redeemed as a whole or in part, in the manner provided in Section 13.03.  The
notice if given in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice.  In any
case, failure to give such notice or any defect in the notice to the Holder of
any Debt Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Debt Security of such series.

     Each such notice of redemption shall specify the date fixed for redemption,
the redemption price at which Debt Securities of such series are to be redeemed,
the Place or Places of Payment that payment will be made upon presentation and
surrender of such Debt Securities, that any interest accrued to the date fixed
for redemption will be paid as specified in said notice, that the redemption is
for a sinking fund payment (if applicable), that, unless otherwise specified in
such notice, Coupon Securities of any series, if any, surrendered for redemption
must be accompanied by all Coupons maturing subsequent to the date fixed for
redemption, failing which the amount of any such missing Coupon or Coupons will
be deducted from the redemption price, if the Bearer Securities of any series
are to be redeemed and any Registered Securities of such series are not to be
redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on the

                                      -32-
<PAGE>

applicable redemption date pursuant to Section 2.15(c) or otherwise, the last
date on which such exchanges may be made, that, if the Company defaults in
making such redemption payment or if the Debt Securities of that series are
subordinated pursuant to the terms of Article XII, the paying agent is
prohibited from making such payment pursuant to the terms of this Indenture,
that on and after said date any interest thereon or on the portions thereof to
be redeemed will cease to accrue, that in the case of Original Issue Discount
Securities original issue discount accrued after the date fixed for redemption
will cease to accrue, the terms of the Debt Securities of that series pursuant
to which the Debt Securities of that series are being redeemed and that no
representation is made as to the correctness or accuracy of the CUSIP number, if
any, listed in such notice or printed on the Debt Securities of that series. If
less than all the Debt Securities of a series are to be redeemed the notice of
redemption shall specify the CUSIP numbers of the Debt Securities of that series
to be redeemed. In case any Debt Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Debt Security, a new Debt Security or Debt
Securities of that series in principal amount equal to the unredeemed portion
thereof, and in the case of a Bearer Security with appropriate Coupons, if any,
will be issued.

     At least 45 days but not more than 60 days before the redemption date
unless the Trustee consents to a shorter period, the Company shall give written
notice to the Trustee of the redemption date, the principal amount of Debt
Securities to be redeemed and the series and terms of the Debt Securities
pursuant to which such redemption will occur.  Such notice shall be accompanied
by an Officers' Certificate and an Opinion of Counsel from the Company to the
effect that such redemption will comply with the conditions herein.  If fewer
than all the Debt Securities of a series are to be redeemed, the record date
relating to such redemption shall be selected by the Company and given in
writing to the Trustee, which record date shall be not less than 15 days after
the date of notice to the Trustee.

     By 11 a.m., New York City time, on the redemption date for any Registered
Securities, 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) an amount of money in the Currency in which such Debt Securities are
denominated (except as provided pursuant to Section 2.03) sufficient to pay the
redemption price of such Registered Securities or any portions thereof that are
to be redeemed on that date.  In the case of any redemption pertaining to Bearer
Securities or Coupon Securities, the Company shall, no later than the business
day prior to such redemption date, deposit with the Trustee or with a paying
agent (other than the Company) an amount of money in the Currency in which such
Debt Securities are denominated (except as provided pursuant to Section 2.03)
sufficient to pay the redemption price of such Bearer or Coupon Securities or
any portion thereof that are to be redeemed on the redemption date.

     If less than all the Debt Securities of like tenor and terms of a series
are to be redeemed (other than pursuant to mandatory sinking fund redemptions)
the Trustee shall select, on a pro rata basis, by lot or by such other method as
in its sole discretion it shall deem appropriate and fair, the Debt Securities
of that series or portions thereof (in multiples of $1,000) to be redeemed.  In
any case where more than one Registered Security of such series is registered in
the same name, the Trustee in its discretion may treat the aggregate principal
amount so registered as if it were represented by one Registered Security of
such series.  The Trustee shall promptly notify the Company in writing of the

                                      -33-
<PAGE>

Debt Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed. If
any Debt Security called for redemption shall not be so paid upon surrender
thereof on such redemption date, the principal, premium, if any, and interest
shall bear interest until paid from the redemption date at the rate borne by the
Debt Securities of that series. If less than all the Debt Securities of unlike
tenor and terms of a series are to be redeemed, the particular Debt Securities
to be redeemed shall be selected by the Company. Provisions of this Indenture
that apply to Debt Securities called for redemption also apply to portions of
Debt Securities called for redemption.

      Section 3.04. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION.  If notice
of redemption has been given as provided in Section 3.03, the Debt Securities or
portions of Debt Securities of the series with respect to which such notice has
been given shall become due and payable on the date and at the Place or Places
of Payment stated in such notice at the applicable redemption price, together
with any interest accrued to the date fixed for redemption, and on and after
said date (unless the Company shall default in the payment of such Debt
Securities at the applicable redemption price, together with any interest
accrued to said date) any interest on the Debt Securities or portions of Debt
Securities of any series so called for redemption shall cease to accrue, any
original issue discount in the case of Original Issue Discount Securities shall
cease to accrue and any Coupons for such interest appertaining to any Coupon
Securities to be redeemed, except to the extent described below, shall be void.
On presentation and surrender of such Debt Securities at the Place or Places of
Payment in said notice specified, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with any interest accrued thereon to the date fixed
for redemption.

     If any Coupon Security surrendered for redemption shall not be accompanied
by all Coupons appertaining thereto maturing on or after the applicable
redemption date, the redemption price for such Coupon Security may be reduced by
an amount equal to the face amount of all such missing Coupons.  If thereafter
the Holder of such Coupon shall surrender to any paying agent outside the United
States 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.  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.

     Any Debt Security that is to be redeemed only in part shall be surrendered
at the corporate trust office or such other office or agency of the Company as
is specified pursuant to Section 2.03 (in the case of Registered Securities) and
at the principal London office of the Trustee or such other office or agency of
the Company outside the United States as is specified pursuant to Section 2.03
(in the case of Bearer Securities) with, if the Company, the Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company, the Registrar and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing, and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Debt Security without service charge, a new Debt Security or Debt
Securities of the same series, of like tenor and form, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Debt Security
so surrendered, and, in the case of a Coupon Security, with appropriate Coupons
attached; except that

                                      -34-
<PAGE>

if a Global Security is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global
Security, without service charge, a new Global Security in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered. In the case of a Debt Security providing appropriate
space for such notation, at the option of the Holder thereof, the Trustee, in
lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make
a notation on such Debt Security of the payment of the redeemed portion thereof.

      Section 3.05. MANDATORY AND OPTIONAL SINKING FUNDS.  The minimum amount of
any sinking fund payment provided for by the terms of Debt Securities of any
series, resolution of the Board of Directors or a supplemental Indenture is
herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Debt Securities of
any series, resolution of the Board of Directors or a supplemental Indenture is
herein referred to as an "optional sinking fund payment".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Debt Securities of that series (together with
the unmatured Coupons, if any, appertaining thereto) theretofore purchased or
otherwise acquired by the Company or (b) receive credit for the principal amount
of Debt Securities of that series which have been redeemed either at the
election of the Company pursuant to the terms of such Debt Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Debt Securities, resolution or supplemental Indenture; provided,
that such Debt Securities have not been previously so credited. Such Debt
Securities shall be received and credited for such purpose by the Trustee at the
redemption price specified in such Debt Securities, resolution or supplemental
Indenture for redemption through operation of the sinking fund and the amount of
such mandatory sinking fund payment shall be reduced accordingly.

      Section 3.06. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.  Not less
than 60 days prior to each sinking fund payment date for any series of Debt
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, any resolution or supplemental Indenture,
the portion thereof, if any, which is to be satisfied by payment of cash in the
Currency in which the Debt Securities of such series are denominated (except as
provided pursuant to Section 2.03) and the portion thereof, if any, which is to
be satisfied by delivering and crediting Debt Securities of that series pursuant
to this Section 3.06 (which Debt Securities, if not previously redeemed, will
accompany such certificate) and whether the Company intends to exercise its
right to make any permitted optional sinking fund payment with respect to such
series.  Such certificate shall also state that no Event of Default has occurred
and is continuing with respect to such series.  Such certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, by 11 a.m., New York City
time, on the next succeeding sinking fund payment date.  Failure of the Company
to deliver such certificate (or to deliver the Debt Securities and Coupons, if
any, specified in this paragraph) shall not constitute a Default, but such
failure shall require that the sinking fund payment due on the next succeeding
sinking fund payment date for that series shall be paid entirely in cash and
shall be sufficient to redeem the principal amount of such Debt Securities
subject to a mandatory sinking fund payment without the option to deliver

                                      -35-
<PAGE>

or credit Debt Securities as provided in this Section 3.06 and without the right
to make any optional sinking fund payment, if any, with respect to such series.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Company shall so
request) with respect to the Debt Securities of any particular series shall be
applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the Redemption Price specified in such Debt
Securities, resolution or supplemental Indenture for operation of the sinking
fund together with any accrued interest to the date fixed for redemption.  Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.06.  Any and all sinking
fund moneys with respect to the Debt Securities of any particular series held by
the Trustee on the last sinking fund payment date with respect to Debt
Securities of such series and not held for the payment or redemption of
particular Debt Securities shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment
of the principal of the Debt Securities of that series at its Stated Maturity.

     The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 3.03 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 3.03 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund.  Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.04.

     At least one business day before each sinking fund payment date, the
Company shall pay to the Trustee (or, if the Company is acting as its own paying
agent, the Company shall segregate and hold in trust) in cash a sum in the
Currency in which the Debt Securities of such series are denominated (except as
provided pursuant to Section 2.03) equal to any interest accrued to the date
fixed for redemption of Debt Securities or portions thereof to be redeemed on
such sinking fund payment date pursuant to this Section 3.06.

     The Trustee shall not redeem any Debt Securities of a series with sinking
fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such Default or
Event of Default, be held as security for the payment of such Debt Securities;
provided, however, that in case such Event of Default or Default shall have been
cured or waived as provided herein, such moneys

                                      -36-
<PAGE>

shall thereafter be applied on the next sinking fund payment date for such Debt
Securities on which such moneys may be applied pursuant to the provisions of
this Section 3.06.

                                  ARTICLE IV

                      PARTICULAR COVENANTS OF THE COMPANY
                      -----------------------------------

      Section 4.01. PAYMENT OF PRINCIPAL OF, AND PREMIUM, IF ANY, AND INTEREST
ON, DEBT SECURITIES.  The Company, for the benefit of each series of Debt
Securities, will duly and punctually pay or cause to be paid the principal of,
and premium, if any, and interest on, each of the Debt Securities and pay any
Coupons at the place, at the respective times and in the manner provided herein,
in the Debt Securities and in the Coupons.  Each installment of interest on the
Debt Securities may at the Company's option be paid by mailing checks for such
interest payable to the Person entitled thereto pursuant to Section 2.07(a) to
the address of such Person as it appears on the Debt Security Register.  Any
interest due on Coupon Securities on or before the Stated Maturity of the
related Debt Security, other than additional interest, if any, payable as
provided in Section 4.06 in respect of principal of, or premium, if any, on such
a Debt 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.

     Principal, premium and interest of Debt Securities of any series shall be
considered paid on the date due if, by 11 a.m., New York City time, on such date
the Trustee or any paying agent holds in accordance with this Indenture money
sufficient to pay in the Currency in which the Debt Securities of such series
are denominated (except as provided pursuant to Section 2.03) all principal,
premium and interest then due and, in the case of Debt Securities subordinated
pursuant to the terms of Article XII, the Trustee or such paying agent, as the
case may be, is not prohibited from paying such money to the Holders on that
date pursuant to the terms of this Indenture.

     The Company shall pay interest on overdue principal at the rate specified
therefor in the Debt Securities and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

      Section 4.02. MAINTENANCE OF OFFICES OR AGENCIES FOR REGISTRATION OF
TRANSFER, EXCHANGE AND PAYMENT OF DEBT SECURITIES.  The Company will maintain in
each Place of Payment for any series of Debt Securities and Coupons, if any, an
office or agency where Debt Securities and Coupons of such series (but, except
as otherwise provided in Section 2.12, unless such Place of Payment is located
outside the United States, not Bearer Securities or Coupons) may be presented or
surrendered for payment, where Debt Securities of such series may be surrendered
for transfer or exchange and where notices and demands to or upon the Company in
respect of the Debt Securities and Coupons of such series and this Indenture may
be served.  So long as any Bearer Securities of any series remain outstanding,
the Company will maintain for such purposes one or more offices or agencies
outside the United States in such city or cities specified pursuant to Section
2.03 and, if any Bearer Securities are listed on a securities exchange that
requires an office or agency for the payment of principal of, and premium, if
any, or interest on, such Bearer Securities in a location other than the
location of an office or agency specified pursuant to Section 2.03, the Company
will maintain for such purposes an office or agency in such location so long as
any Bearer Securities are listed on such

                                      -37-
<PAGE>

securities exchange and such exchange so requires. 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 (in the case of
Registered Securities) and at the principal London office of the Trustee (in the
case of Bearer Securities), and the Company hereby appoints the Trustee as its
agent to receive all presentations, surrenders, notices and demands.

     The Company may also from time to time designate different or additional
offices or agencies to be maintained for such purposes (in or outside of such
Place of Payment), and may from time to time rescind any such designation;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations described in the preceding paragraph.
The Company will give prompt written notice to the Trustee of any such
additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

      Section 4.03. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF TRUSTEE.  The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.08, a Trustee, so that there
shall at all times be a Trustee hereunder with respect to each series of Debt
Securities.

      Section 4.04. DUTIES OF PAYING AGENTS, ETC.   The Company shall cause each
paying agent, if any, other than the Trustee, to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04,

               (i) that it will hold all sums held by it as such agent for the
     payment of the principal of, and premium, if any, or interest on, the Debt
     Securities of any series and the payment of any related Coupons (whether
     such sums have been paid to it by the Company or by any other obligor on
     the Debt Securities or Coupons of such series) in trust for the benefit of
     the Holders of the Debt Securities and Coupons of such series;

               (ii) that it will give the Trustee notice of any failure by the
     Company (or by any other obligor on the Debt Securities or Coupons of such
     series) to make any payment of the principal of, and premium, if any, or
     interest on, the Debt Securities of such series or any payment on any
     related Coupons when the same shall be due and payable; and

               (iii)  that it will at any time during the continuance of an
     Event of Default, upon the written request of the Trustee, forthwith pay to
     the Trustee all sums so held by it as such agent.

          (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of, and premium, if any, or interest on,
the Debt Securities and Coupons, if any, of any series, set aside, segregate and
hold in trust for the benefit of the Holders of the Debt Securities and Coupons
of such series a sum sufficient to pay such principal, premium, if any, or
interest so becoming due.  The Company will promptly notify the Trustee of any
failure by the Company to take such action or the failure by any other obligor
on such Debt Securities or Coupons to make any

                                      -38-
<PAGE>

payment of the principal of, and premium, if any, or interest on, such Debt
Securities or Coupons when the same shall be due and payable.

          (c) Anything in this Section 4.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent, as required by
this Section 4.04, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such paying agent.

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

          (e) Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
the provisions of Section 11.05.

      Section 4.05  SEC REPORTS; FINANCIAL STATEMENTS.  (a)  The Company shall,
so long as any of the Debt Securities are outstanding, file with the Trustee,
within 15 days after it files the same with the SEC, copies of the annual
reports and the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) that the Company is required to file with the SEC pursuant to Section
13 or 15 (d) of the Exchange Act.  If the Company is not subject to the
requirements of such Section 13 or 15(d), the Company shall file with the
Trustee, within 15 days after it would have been required to file the same with
the SEC, financial statements, including any notes thereto (and with respect to
annual reports, an auditors' report by a firm of established national
reputation), and a "Management's Discussion and Analysis of Financial Condition
and Results of Operations," both comparable to that which the Company would have
been required to include in such annual reports, information, documents or other
reports if the Company had been subject to the requirements of such Section 13
or 15 (d).  The Company shall also comply with the provisions of TIA (S) 314
(a).

     (b) If the Company is required to furnish annual or quarterly reports to
its stockholders pursuant to the Exchange Act, the Company shall, so long as any
of the Debt Securities are outstanding, cause any annual report furnished to its
stockholders generally and any quarterly or other financial reports furnished by
it to its stockholders generally to be filed with the Trustee and mailed to the
Holders in the manner and to the extent provided in Section 5.03.  If the
Company is not required to furnish annual or quarterly reports to its
stockholders pursuant to the Exchange Act, the Company shall cause its financial
statements referred to in Section 4.05 (a), including any notes thereto (and
with respect to annual reports, an auditors' report by a firm of established
national reputation), and a "Management's Discussion and Analysis of Financial
Condition and Results of Operations" to be so mailed to the Holders within 10
days after the end of each of the Company's fiscal years and within 60 days
after the end of each of the Company's first three fiscal quarters.

                                      -39-
<PAGE>

     (c) The Company shall provide the Trustee with a sufficient number of
copies of all reports and other documents and information that the Trustee may
be required to deliver to Holders under this Section.

      Section 4.06. COMPLIANCE CERTIFICATE. (a) The Company shall, so long as
any of the Debt Securities are outstanding, deliver to the Trustee, within 120
days after the end of each fiscal year of the Company, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers of the Company with a view to determining whether the Company
has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof, without regard to any grace period or
requirement of notice required by this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Company, is taking
or proposes to take with respect thereto) and that to the best of his knowledge
no event has occurred and remains in existence by reason of which payments on
account of the principal of, or premium, if any, or interest, if any, on the
Debt Securities are prohibited or, if such event has occurred, a description of
the event and what action the Company is taking or proposes to take with respect
thereto.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.05 shall be accompanied by a written
statement of the Company's independent public accountants (who shall be a firm
of established national reputation) that in making the examination necessary for
certification of such financial statements nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Articles 4 or 5 of this Indenture (to the extent such provisions relate to
accounting matters) or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

     (c) The Company shall, so long as any of the Debt Securities are
outstanding, deliver to the Trustee within 30 days after the occurrence of any
Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default, the status thereof and what action
the Company is taking or proposes to take with respect thereto.

      Section 4.07. PAYMENT OF ADDITIONAL INTEREST. Unless otherwise provi
pursuant to Section 2.03, the provisions of this Section 4.07 shall be
applicable to Bearer Securities of any series.

     The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest to the Holder of any Bearer Security or Coupon
that is a United States Alien such amounts as may be necessary so that every net
payment on such Bearer Security or Coupon, after deduction or withholding for or
on account of any present or future tax, assessment or other governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided in such Bearer

                                      -40-
<PAGE>

Security or Coupon to be then due and payable. However, the Company will not be
required to make any such payment of additional interest for or on account of:

     (a) any tax, fee, assessment or other governmental charge that would not
have been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor or beneficiary of, or a
Person holding a power over, such Holder, if such Holder is an estate or a
trust, or a member or shareholder of such Holder, if such Holder is a
partnership or corporation) and the United States, including such Holder (or
such fiduciary, settlor, beneficiary, Person holding a power, member or
shareholder) being or having been a citizen or resident thereof or being or
having been engaged in trade or business or present therein or having or having
had a permanent establishment therein or (ii) such Holder's past or present
status for United States Federal income tax purposes as a personal holding
company, foreign personal holding company or private foundation or other tax-
exempt organization with respect to the United States or as a corporation that
accumulates earnings to avoid United States Federal income tax;

     (b) any estate, inheritance, gift, sales, transfer or personal property tax
or any similar tax, assessment or other governmental charge;

     (c) any tax, fee, assessment or other governmental charge that would not
have been imposed but for the presentation by the Holder of a Bearer Security or
Coupon for payment more than 15 days after the date on which such payment became
due and payable or on which payment thereof was duly provided for, whichever
occurs later;

     (d) any tax, fee, assessment or other governmental charge that is payable
otherwise than by deduction or withholding from a payment on a Bearer Security
or Coupon;

     (e) any tax, fee, assessment or other governmental charge that would not
have been imposed but for a failure to comply with applicable certification,
documentation, information or other reporting requirement concerning the
nationality, residence, identity or connection with the United States of the
Holder or beneficial owner of a Bearer Security or Coupon if, without regard to
any tax treaty, such compliance is required by statute or regulation of the
United States as a precondition to relief or exemption from such tax, assessment
or other governmental charge; or

     (f) any tax, fee, assessment or other governmental charge imposed on a
Holder that actually or constructively owns ten percent or more of the combined
voting power of all classes of stock of the Company or that is a controlled
foreign corporation related to the Company through stock ownership;

nor shall additional interest be paid with respect to a payment on a Bearer
Security or Coupon to a Holder that is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or a beneficial
owner would not have been entitled to the additional interest had such
beneficiary, settlor, member or beneficial owner been the Holder of such Bearer
Security or Coupon.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of, or premium, if any, or interest on, any Debt Security or
payment with respect to any Coupon of

                                      -41-
<PAGE>

any series, such mention shall be deemed to include mention of the payment of
additional interest provided for in the terms of such Debt Securities and this
Section 4.07 to the extent that, in such context, additional interest is, was or
would be payable in respect thereof pursuant to the provisions of this Section
4.07 and express mention of the payment of additional interest (if applicable)
in any provisions hereof shall not be construed as excluding additional interest
in those provisions hereof where such express mention is not made.

     If the payment of additional interest becomes required in respect of the
Debt Securities or Coupons of a series, at least ten days prior to the first
interest payment date with respect to which such additional interest will be
payable (or if the Debt Securities of that series will not bear interest prior
to its Stated Maturity, the first day on which a payment of principal, and
premium, if any, is made and on which such additional interest will be payable),
and at least ten days prior to each date of payment of 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 each paying agent with an Officers' Certificate that shall specify
by country the amount, if any, required to be withheld on such payments to
Holders of Debt Securities or Coupons that are United States Aliens, and the
Company will pay to the Trustee or such paying agent the additional interest, if
any, required by the terms of such Debt Securities and this Section 4.07.  The
Company covenants to indemnify the Trustee and any paying agent for, and to hold
them harmless against, any and all 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 4.07.

      Section 4.08. FURTHER INSTRUMENTS AND ACTS. The Company will, upon request
of the Trustee, execute and deliver such further instruments and do such further
acts as may reasonably be necessary or proper to carry out more effectually the
purposes of this Indenture.

      Section 4.09. CORPORATE EXISTENCE. The Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership and other existence of each
of its Subsidiaries and all rights (charter and statutory) and franchises of the
Company and its Subsidiaries, provided that the Company shall not be required to
preserve the corporate existence of any Subsidiary of the Company or any such
right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and the Subsidiaries and that the loss thereof would not have a
material adverse effect on the business, prospects, assets or financial
condition of the Company and its Subsidiaries taken as a whole and would not
have any material adverse effect on the payment and performance of the
obligations of the Company under the Debt Securities and this Indenture.

      Section 4.10. MAINTENANCE OF PROPERTIES. The Company shall cause all
properties owned by the Company or any of its Subsidiaries or used or held for
use in the conduct of its business or the business of any such Subsidiary to be
maintained and kept in good condition, repair and working order (reasonable wear
and tear excepted) and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided that nothing in this Section
shall prevent the Company from discontinuing the operation or maintenance of any
of such

                                      -42-
<PAGE>

properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any such Subsidiary and not
disadvantageous in any material respect to the Holders.

      Section 4.11. PAYMENT OF TAXES AND OTHER CLAIMS. The Company shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any of its Subsidiaries or upon the income, profits
or property of the Company or any of its Subsidiaries, and (ii) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
Lien upon the property of the Company or any of its Subsidiaries; provided that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

      Section 4.12. LIMITATION ON SALE/LEASEBACK TRANSACTIONS.  The Guarantor
shall not, and shall not permit any Subsidiary to, enter into any Sale/Leaseback
Transaction with any Person (other than the Company or a Subsidiary) unless:

     (a) such Sale-Leaseback Transaction occurs within one year from the date of
completion of the acquisition of the Principal Property subject thereto or the
date of the completion of construction, development or substantial repair or
improvement, or commencement of full operations on such Principal Property,
whichever is later; or

     (b) the Sale-Leaseback Transaction involves a lease for a period, including
renewals, of not more than three years; or

     (c) the Guarantor or such Subsidiary would be entitled to incur
Indebtedness, in a principal amount equal to the Attributable Indebtedness with
respect to such Sale/Leaseback Transaction, secured by a Lien on the property
subject to such Sale/Leaseback Transaction pursuant to Section 4.13 without
equally and ratably securing the Debt Securities pursuant to such Section; or

     (d) the Guarantor or such Subsidiary, within a one-year period after such
Sale-Leaseback Transaction, applies or causes to be applied an amount not less
than the Attributable Indebtedness from such Sale-Leaseback Transaction to (a)
the prepayment, repayment, redemption, reduction or retirement of any
Indebtedness of the Guarantor or any Subsidiary that is not subordinated to the
Debt Securities, or (b) the expenditure or expenditures for Principal Property
used or to be used in the ordinary course of business of the Guarantor or its
Subsidiaries.

     Notwithstanding the foregoing provisions of this Section, the Guarantor
may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction
that is not excepted by clauses (a) through (d), inclusive, of this Section,
provided that the Attributable Indebtedness from such Sale-Leaseback
Transaction, together with the aggregate principal amount of outstanding
Indebtedness (other than the Debt Securities) secured by Liens other than
Permitted Liens upon Principal Properties, does not exceed 10% of Consolidated
Net Tangible Assets.

      Section 4.13. LIMITATION ON LIENS.  The Guarantor shall not, and shall not
permit any Subsidiary to, create, assume, incur or suffer to exist any Lien,
other than a Permitted Lien, on any

                                      -43-
<PAGE>

Principal Property or upon any shares of capital stock of any Subsidiary owning
or leasing any Principal Property, now owned or hereafter acquired by the
Guarantor or such Subsidiary to secure any Indebtedness of the Guarantor, the
Company or any other Person (other than the Debt Securities), without in any
such case making effective provision whereby any and all Debt Securities then
outstanding will be secured by a Lien equally and ratably with, or prior to,
such Indebtedness for so long as such Indebtedness shall be so secured.
Notwithstanding the foregoing, the Guarantor may, and may permit any Subsidiary
to, create, assume, incur or suffer to exist any Lien upon any Principal
Property to secure Indebtedness of the Guarantor, the Company or any other
Person (other than the Debt Securities), other than a Permitted Lien without
securing the Debt Securities, provided that the aggregate principal amount of
all Indebtedness then outstanding secured by such Lien and all similar Liens
together with the aggregate amount of Attributable Indebtedness deemed to be
outstanding in respect of all Sale/Leaseback Transactions (exclusive of any such
Sale/Leaseback Transactions otherwise permitted under clauses (a) through (d) of
Section 4.12), does not exceed 10% of Consolidated Net Tangible Assets.

                                   ARTICLE V

                          HOLDERS' LISTS AND REPORTS
                                BY THE TRUSTEE


      Section 5.01. COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF HOLDERS; PRESERVATION OF INFORMATION. The Company covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect
to the Registered Securities of each series:

     (a) not more than 15 days after each record date with respect to the
payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Registered Holders as of such record
date, 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 contents 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 shall be the Registrar, such
lists shall not be required to be furnished.

     The Company shall also be required to furnish to the Trustee at all such
times set forth above all information in the possession or control of the
Company or any of its paying agents other than the Trustee as to the names and
addresses of the Bearer Holders of all series; provided, however, that the
Company shall have no obligation to investigate any matter relating to any
Bearer Holders.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (i)
contained in the most recent list furnished to it as provided in this Section
5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

                                      -44-
<PAGE>

     The Trustee may destroy any list furnished to it as provided in this
Section 5.01 upon receipt of a new list so furnished.

      Section 5.02. COMMUNICATIONS TO HOLDERS. Holders may communicate pursuant
to Section 312(b) of the TIA with other Holders with respect to their rights
under this Indenture or the Debt Securities. The Company, the Trustee, the
Registrar and anyone else shall have the protection of Section 312(c) of the
TIA.

      Section 5.03. REPORTS BY TRUSTEE. Within 60 days after each January 31,
beginning with January 31, 2001, and in any event on or before April 1 in each
year, the Trustee shall mail to Holders a brief report dated as of such January
31 that complies with TIA (S) 313 (a); provided, however, that if no event
described in TIA (S) 313 (a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted. The Trustee also shall comply
with TIA (S) 313 (b).

     Reports pursuant to this Section 5.03 shall be transmitted by mail:

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

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

     (c) except in the cases of reports under Section 313(b)(2) of the TIA, to
each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section
5.01.

     A copy of each report at the time of its mailing to Holders shall be filed
with the Securities and Exchange Commission and each stock exchange (if any) on
which the Debt Securities of any series are listed.  The Company agrees to
notify promptly the Trustee whenever the Debt Securities of any series become
listed on any stock exchange and of any delisting thereof.

      Section 5.04. RECORD DATES FOR ACTION BY HOLDERS. If the Company shall
solicit from the holders of Debt Securities of any series any action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action), the Company may, at its
option, by resolution of the Board of Directors, fix in advance a record date
for the determination of Holders of Debt Securities entitled to take such
action, but the Company shall have no obligation to do so. Any such record date
shall be fixed at the Company's discretion. If such a record date is fixed, such
action may be sought or given before or after the record date, but only the
Holders of Debt Securities of record at the close of business on such record
date shall be deemed to be Holders of Debt Securities for the purpose of
determining whether Holders of the requisite proportion of Debt Securities of
such series Outstanding have authorized or agreed or consented to such action,
and for that purpose the Debt Securities of such series Outstanding shall be
computed as of such record date.

                                      -45-
<PAGE>

                                  ARTICLE VI

            REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT


      Section 6.01. EVENTS OF DEFAULT.  If any one or more of the following
shall have occurred and be continuing with respect to Debt Securities of any
series (each of the following, an "Event of Default"):

     (a) default in the payment of any installment of interest upon any Debt
Securities of that series or any payment with respect to the related Coupons, if
any, as and when the same shall become due and payable, whether or not such
payment shall be prohibited by Article XII, if applicable, and continuance of
such default for a period of 30 days; or

     (b) default in the payment of the principal of or premium, if any, on any
Debt Securities of that series as and when the same shall become due and
payable, whether at maturity, upon redemption, by declaration, upon required
repurchase or otherwise, whether or not such payment shall be prohibited by
Article XII, if applicable; or

     (c) default in the payment of any sinking fund payment with respect to any
Debt Securities of that series as and when the same shall become due and
payable; or

     (d) failure on the part of the Guarantor or the Company duly to observe or
perform any other of the covenants or agreements on the part of the Guarantor or
the Company in the Debt Securities of that series, in any resolution of the
Board of Directors authorizing the issuance of that series of Debt Securities,
in this Indenture with respect to such series or in any supplemental Indenture
with respect to such series (other than a covenant a default in the performance
of which is elsewhere in this Section specifically dealt with), continuing for a
period of 60 days after the date on which written notice specifying such failure
and requiring the Guarantor or the Company to remedy the same shall have been
given, by registered or certified mail, to the Guarantor or the Company by the
Trustee or to the Guarantor or the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Debt Securities of that series at
the time Outstanding; or

     (e) the Guarantor or the Company pursuant to or within the meaning of any
Bankruptcy Law,

          (i)  commences a voluntary case,

          (ii) consents to the entry of an order for relief against it in an
involuntary case,

          (iii)  consents to the appointment of a Custodian of it or for all or
     substantially all of its property; or

          (iv) makes a general assignment for the benefit of its creditors;

     (f) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

                                      -46-
<PAGE>

          (i) is for relief against the Guarantor or the Company as debtor in an
     involuntary case,

          (ii) appoints a Custodian of the Guarantor or the Company or a
     Custodian for all or substantially all of the property of the Guarantor or
     the Company, or

          (iii)  orders the liquidation of the Guarantor or the Company,

     and the order or decree remains unstayed and in effect for 60 days;

     (g) the Guarantee ceases to be in full force and effect or is declared null
and void in a judicial proceeding or the Guarantor denies or disaffirms its
obligations under the Indenture or the Guarantee; or

     (h) any other Event of Default provided with respect to Debt Securities of
that series;

then and in each and every case that an Event of Default described in clause
(a), (b), (c), (d), (g), or (h) with respect to Debt Securities of that series
at the time Outstanding occurs and is continuing, unless the principal of and
interest on all the Debt Securities of that series shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Debt Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal of (or, if the Debt Securities of that
series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of that series) and interest
on all the Debt Securities of that series to be due and payable immediately, and
upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Debt Securities or Coupons
appertaining thereto of that series contained to the contrary notwithstanding.
If an Event of Default described in clause (e) or (f) occurs, then and in each
and every such case, unless the principal of and interest on all the Debt
Securities shall have become due and payable, the principal of (or, if any Debt
Securities are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms thereto) and interest on all
the Debt Securities then Outstanding hereunder shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders, anything in this Indenture or in the Debt Securities
contained to the contrary notwithstanding.

     The Holders of a majority in aggregate principal amount of the Debt
Securities of a particular series by written notice to the Trustee may waive all
past Defaults (except with respect to the nonpayment of principal, premium or
interest) and rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree already rendered and if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of acceleration. Upon
any such rescission, the parties hereto shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the parties hereto shall continue as though no such proceeding had been taken.

      Section 6.02. COLLECTION OF INDEBTEDNESS BY TRUSTEE, ETC.  If an Event of
Default occurs and is continuing, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and

                                      -47-
<PAGE>

empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid or enforce the performance of any
provision of the Debt Securities of the affected series or this Indenture, and
may prosecute any such action or proceedings to judgment or final decree, and
may enforce any such judgment or final decree against the Guarantor or the
Company or any other obligor upon the Debt Securities, and the Coupons, if any,
appertaining thereto, of such series (and collect in the manner provided by law
out of the property of the Guarantor or the Company or any other obligor upon
the Debt Securities and Coupons of such series wherever situated the moneys
adjudged or decreed to be payable).

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Guarantor or the Company or any other obligor upon the
Debt Securities and Coupons, if any, of any series under Title 11 of the United
States Code or any other Federal or State bankruptcy, insolvency or similar law,
or in case a receiver, trustee or other similar official shall have been
appointed for its property, or in case of any other similar judicial proceedings
relative to the Guarantor or the Company or any other obligor upon the Debt
Securities of any series, its creditors or its property, the Trustee,
irrespective of whether the principal of Debt Securities and Coupons, if any, of
any series 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
pursuant to the provisions of this Section 6.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal, premium, if any, and interest
(or, if the Debt Securities of such series are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of the Debt Securities and
Coupons of such series, and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for reasonable compensation to the Trustee, its agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith)
and of the Holders thereof allowed in any such judicial proceedings relative to
the Guarantor or the Company, or any other obligor upon the Debt Securities and
Coupons of such series, its creditors or its property, and to collect and
receive any moneys or other property payable or deliverable on any such claims,
and to distribute all amounts received with respect to the claims of such
Holders and of the Trustee on their behalf, and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of such
Holders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to such Holders, to pay to the
Trustee such amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other reasonable
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.

     All rights of action and of asserting claims under this Indenture, or under
any of the Debt Securities and the Coupons, if any, appertaining thereto, of any
series, may be enforced by the Trustee without the possession of any such Debt
Securities or Coupons, or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment (except for any amounts payable to the Trustee pursuant
to Section 7.06) shall be for the ratable benefit of the Holders of all the Debt
Securities or Coupons in respect of which such action was taken.

                                      -48-
<PAGE>

     In case of an Event of Default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

      Section 6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys or
other property collected by the Trustee pursuant to Section 6.02 with respect to
Debt Securities and Coupons, if any, of any series shall be applied, after
giving effect to the provisions of Article XII, if applicable, in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys or other property, upon presentation of the several Debt Securities
or Coupons of such series in respect of which moneys or other property have been
collected, and the notation thereon of the payment, if only partially paid, and
upon surrender thereof if fully paid:

     FIRST:  To the payment of all money due the Trustee pursuant to Section
7.06;

     SECOND: In case the principal of the Outstanding Debt Securities in respect
of which such moneys have been collected shall not have become due, to the
payment of interest on the Debt Securities or Coupons of such series in the
order of the maturity of the installments of such interest, with interest (to
the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest at the rate or Yield to Maturity (in the case
of Original Issue Discount Debt Securities) borne by the Debt Securities or
Coupons of such series, such payments to be made ratably to the Persons entitled
thereto, without discrimination or preference;

     THIRD: In case the principal of the Outstanding Debt Securities in respect
of which such moneys have been collected shall have become due, by declaration
or otherwise, to the payment of the whole amount then owing and unpaid upon the
Debt Securities or Coupons of such series for principal and premium, if any, and
interest, with interest on the overdue principal and premium, if any, and (to
the extent that such interest has been collected by the Trustee) upon overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Debt Securities) borne by the Debt Securities or Coupons
of such series; and, in case such moneys shall be insufficient to pay in full
the whole amount so due and unpaid upon the Debt Securities and Coupons of such
series, then to the payment of such principal and premium, if any, and interest,
without preference or priority of principal and premium, if any, over interest,
or of interest over principal and premium, if any, or of any installment of
interest over any other installment of interest, or of any Debt Security or
Coupon of such series over any Debt Security or Coupon of such series, ratably
to the aggregate of such principal and premium, if any, and interest; and

     FOURTH: The remainder, if any, shall be paid to the Guarantor or the
Company, as applicable, its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same, or as a court of competent jurisdiction
may direct.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.03. At least 15 days before such record date,
the Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.

                                      -49-
<PAGE>

      Section 6.04. LIMITATION ON SUITS BY HOLDERS. No Holder of any Debt
Security or Coupon of any series shall have any right by virtue or by availing
of any provision of this Indenture to institute any action or proceeding at law
or in equity or in bankruptcy or otherwise, upon or under or with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such Holder previously shall have given to the
Trustee written notice of an Event of Default with respect to Debt Securities of
that same series and of the continuance thereof and unless the Holders of not
less than 25% in aggregate principal amount of the Outstanding Debt Securities
of that series shall have made written request upon the Trustee to institute
such action or proceedings in respect of such Event of Default in its own name
as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceedings and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.06; it being
understood and intended, and being expressly covenanted by the Holder of every
Debt Security or Coupon with every other Holder and the Trustee, that no one or
more Holders shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any Holders, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all such Holders. For the protection and enforcement of the
provisions of this Section 6.04, each and every Holder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

     Notwithstanding any other provision in this Indenture, however, the right
of any Holder of any Debt Security or Coupon to receive payment of the principal
of, and premium, if any, and (subject to Section 2.12) interest on, such Debt
Security or Coupon, on or after the respective due dates expressed in such Debt
Security, and to institute suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

      Section 6.05. REMEDIES CUMULATIVE; DELAY OR OMISSION IN EXERCISE OF RIGHTS
NOT A WAIVER OF DEFAULT. All powers and remedies given by this Article VI to the
Trustee or to the Holders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture, and no delay or omission of the Trustee or of any
Holder to exercise any right or power accruing upon any Default occurring and
continuing as aforesaid, shall impair any such right or power, or shall be
construed to be a waiver of any such Default or an acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy given by this
Article VI or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as shall be deemed expedient, by the Trustee or by the
Holders.

      Section 6.06. RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF DEBT
SECURITIES TO DIRECT TRUSTEE AND TO WAIVE DEFAULT.  The Holders of a majority in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Debt Securities
of such series; provided, however, that such direction shall not be otherwise
than in accordance with law and

                                      -50-
<PAGE>

the provisions of this Indenture, and that subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee being advised by counsel shall determine that the action so
directed may not lawfully be taken, or if the Trustee shall by a responsible
officer or officers determine that the action so directed would involve it in
personal liability or would be unjustly prejudicial to Holders of Debt
Securities of such series not taking part in such direction; and provided,
further, however, that nothing in this Indenture contained shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction by such Holders. Prior to the
acceleration of the maturity of the Debt Securities of any series, as provided
in Section 6.01, the Holders of a majority in aggregate principal amount of the
Debt Securities of that series at the time Outstanding may on behalf of the
Holders of all the Debt Securities and any related Coupons of that series waive
any past Default or Event of Default and its consequences for that series
specified in the terms thereof as contemplated by Section 2.03, except a Default
in the payment of the principal of, and premium, if any, or interest on, any of
the Debt Securities or in the payment of any related Coupon and a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Holder affected thereby. In case of any such waiver, such
Default shall cease to exist, any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture, and the
Guarantor, the Company, the Trustee and the Holders of the Debt Securities of
that series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.

      Section 6.07. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY
WITHHOLD SUCH NOTICE IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days
after the occurrence of a Default known to it with respect to a series of Debt
Securities or Coupons, if any, give to the Holders thereof, in the manner
provided in Section 13.03, notice of all Defaults with respect to such series
known to the Trustee, unless such Defaults shall have been cured or waived
before the giving of such notice; provided, that, except in the case of Default
in the payment of the principal of, or premium, if any, or interest on, any of
the Debt Securities or Coupons of such series or in the making of any sinking
fund payment with respect to the Debt Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a committee of directors or responsible
officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders thereof.

      Section 6.08. REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN SUITS
UNDER THE INDENTURE OR AGAINST THE TRUSTEE. All parties to this Indenture agree,
and each Holder of any Debt Security or Coupon by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit in the manner and to the extent provided in the TIA, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.08 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than ten percent in principal amount
of the Outstanding Debt Securities of that series or to any suit instituted by
any Holder for the

                                      -51-
<PAGE>

enforcement of the payment of the principal of, or premium, if any, or interest
on, any Debt Security or Coupon on or after the due date for such payment
expressed in such Debt Security or Coupon.

                                  ARTICLE VII

                            CONCERNING THE TRUSTEE


      Section 7.01. CERTAIN DUTIES AND RESPONSIBILITIES. The Trustee, prior to
the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived), 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 their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

     (a) this subsection shall not be construed to limit the effect of the first
paragraph of this Section 7.01;

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

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

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture; but in the case of any such certificates or opinions which
     by any provision hereof are specifically required to be furnished to the
     Trustee, the Trustee shall be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Indenture; but the
     Trustee shall examine the evidence furnished to it pursuant to Sections
     4.05 and 4.06 to determine whether or not such evidence conforms to the
     requirement of this Indenture;

          (iii) the Trustee shall not be liable for an error of judgment made in
     good faith by a responsible officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts; and

                                      -52-
<PAGE>

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

     None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be 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 7.02. CERTAIN RIGHTS OF TRUSTEE.  Except as otherwise provided in
 Section 7.01:

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

     (b) any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by a Company Order (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the Secretary or an Assistant Secretary of the Company;

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

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

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

     (f) prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, the Trustee shall not be bound to
make any investigation into the

                                      -53-
<PAGE>

facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, approval or other
paper or document, unless requested in writing to do so by the Holders of a
majority in aggregate principal amount of the then Outstanding Debt Securities
of a series affected by such matter; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is not, in the
opinion of the Trustee, reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense of every such investigation shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand;

     (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 by it with due care
hereunder; and

     (h) if any property other than cash shall at any time be subject to a Lien
in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such lien, shall be entitled
to make advances for the purpose of preserving such property or of discharging
tax Liens or other prior Liens or encumbrances thereon.

      Section 7.03. TRUSTEE NOT LIABLE FOR RECITALS IN INDENTURE OR IN DEBT
SECURITIES.  The recitals contained herein, in the Debt Securities (except the
Trustee's certificate of authentication) and in any Coupons shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.  The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Debt Securities or Coupons,
if any, of any series, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Debt
Securities and perform its obligations hereunder, and that the statements made
by it or to be made by it in a Statement of Eligibility and Qualification on
Form T-1 supplied to the Company are true and accurate.  The Trustee shall not
be accountable for the use or application by the Company of any of the Debt
Securities or of the proceeds thereof.

      Section 7.04. TRUSTEE, PAYING AGENT OR REGISTRAR MAY OWN DEBT SECURITIES.
The Trustee or any paying agent or Registrar, in its individual or any other
capacity, may become the owner or pledgee of Debt Securities or Coupons and
subject to the provisions of the TIA relating to conflicts of interest and
preferential claims may otherwise deal with the Company with the same rights it
would have if it were not Trustee, paying agent or Registrar.

      Section 7.05. MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST.  Subject to
the provisions of Section 11.05, all moneys received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to the
extent required by law.  The Trustee shall be under no liability for interest on
any moneys received by it hereunder.  So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys shall be
paid from time to time to the Company upon a Company Order.

                                      -54-
<PAGE>

      Section 7.06. COMPENSATION AND REIMBURSEMENT.  The Company covenants and
agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall
be entitled to, reasonable compensation for all services rendered by it
hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise
expressly provided herein, the Company will pay or reimburse in Dollars the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents, attorneys and counsel and of all Persons not
regularly in its employ), including without limitation, Section 6.02, except any
such expense, disbursement or advances as may arise from its negligence or bad
faith.  The Company also covenants to indemnify in Dollars the Trustee for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence, wilful misconduct or bad faith on the part of the Trustee, arising
out of or in connection with the acceptance or administration of this trust or
trusts hereunder, including the reasonable costs and expenses of defending
itself against any claim of liability in connection with the exercise or
performance of any of its powers or duties hereunder.  The obligations of the
Company under this Section 7.06 to compensate and indemnify the Trustee and to
pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture.  The Company and the Holders agree that such
additional indebtedness shall be secured by a Lien prior to that of the Debt
Securities and Coupons, if any, upon all property and funds held or collected by
the Trustee, as such, except funds held in trust for the payment of principal
of, and premium, if any, or interest on, particular Debt Securities and Coupons.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency, reorganization or other similar
law.

      Section 7.07. RIGHT OF TRUSTEE TO RELY ON AN OFFICERS' CERTIFICATE WHERE
NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED.  Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

      Section 7.08. SEPARATE TRUSTEE; REPLACEMENT OF TRUSTEE.  The Company may,
but need not, appoint a separate Trustee for any one or more series of Debt
Securities.  The Trustee may resign with respect to one or more or all series of
Debt Securities at any time by giving notice to the Company.  The Holders of a
majority in principal amount of the Debt Securities of a particular series

                                      -55-
<PAGE>

may remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:

     (a)   the Trustee fails to comply with Section 7.10;

     (b)   the Trustee is adjudged bankrupt or insolvent;

     (c)   a receiver or other public officer takes charge of the Trustee or its
           property; or

     (d)   the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns, is removed by the Company or by the Holders of a
majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor Trustee. No resignation or removal of the Trustee
and no appointment of a successor Trustee shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.08.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of Debt Securities of each applicable series. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the Lien provided for in Section 7.06.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.

     If the Trustee fails to comply with Section 7.10, any Holder of Debt
Securities of any applicable series may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee for the Debt Securities of such series.

     Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.

     In the case of the appointment hereunder of a separate or successor trustee
with respect to the Debt Securities of one or more series, the Company, any
retiring Trustee and each successor or separate Trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an Indenture
supplemental hereto (i) which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of any retiring Trustee with respect to the Debt Securities of any series as to
which any such retiring Trustee is not retiring shall continue to be vested in
such retiring Trustee and (ii) that 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

                                      -56-
<PAGE>

by more than one trustee, it being understood that nothing herein or in such
supplemental Indenture shall constitute such Trustees co-trustees of the same
trust and that each such separate, retiring or successor 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.

      Section 7.09. SUCCESSOR TRUSTEE BY MERGER.  If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

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

      Section 7.10. ELIGIBILITY; DISQUALIFICATION.  The Trustee shall at all
times satisfy the requirements of Section 310(a) of the TIA.  The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition.  No obligor upon the Debt
Securities or Coupons, if any, of a particular series or Person directly or
indirectly controlling, controlled by or under common control with such obligor
shall serve as Trustee upon the Debt Securities and Coupons of such series.  The
Trustee shall comply with Section 310(b) of the TIA; provided, however, that
there shall be excluded from the operation of Section 310(b)(1) of the TIA this
Indenture or 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)(1) of the TIA are met.

      Section 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.  The
Trustee shall comply with Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA.  A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.

      Section 7.12. COMPLIANCE WITH TAX LAWS.  The Trustee hereby agrees to
comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Debt Securities, whether acting as Trustee, Security Registrar,
paying agent or otherwise with respect to the Debt Securities.

                                      -57-
<PAGE>

                                 ARTICLE VIII

                            CONCERNING THE HOLDERS


      Section 8.01. EVIDENCE OF ACTION BY HOLDERS.  Whenever in this Indenture
it is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced  by any instrument or any number of instruments of
similar tenor executed by Holders in Person or by agent or proxy appointed in
writing,  by the record of the Holders voting in favor thereof at any meeting of
Holders duly called and held in accordance with the provisions of Section 5.02
or  by a combination of such instrument or instruments and any such record of
such a meeting of Holders.

      Section 8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF DEBT
SECURITIES. Subject to the provisions of Sections 7.01, 7.02 and 13.11, proof of
the execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

     The ownership of Registered Securities of any series shall be proved by the
Debt Security Register or by a certificate of the Registrar for such series.

     The ownership of Bearer Securities shall be proved by production of such
Bearer Securities or by a certificate executed by any bank or trust company,
which certificate shall be dated and shall state on the date thereof a Bearer
Security bearing a specified identifying number or other mark was deposited with
or exhibited to the Person executing such certificate by the Person named in
such certificate, or by any other proof of possession reasonably satisfactory to
the Trustee.  The holding by the Person named in any such certificate of any
Bearer Security specified therein shall be presumed to continue for a period of
one year unless at the time of determination of such holding (a) another
certificate bearing a later date issued in respect of the same Bearer Security
shall be produced, (b) such Bearer Security shall be produced by some other
Person, (c) such Bearer Security shall have been registered on the Debt Security
Register, if, pursuant to Section 2.03, such Bearer Security can be so
registered, or (d) such Bearer Security shall have been canceled or paid.

     The Trustee may require such additional proof of any matter referred to in
this Section 8.02 as it shall deem necessary.

      Section 8.03. WHO MAY BE DEEMED OWNER OF DEBT SECURITIES.  Prior to due
presentment for registration of transfer of any Registered Security, the
Company, the Trustee, any paying agent and any Registrar may deem and treat the
Person in whose name any Registered Security shall be registered upon the books
of the Company as the absolute owner of such Registered Security (whether or not
such Registered Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of or
on account of the principal of and premium, if any, and (subject to Section
2.03) interest on such Registered Security and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Registrar shall
be

                                      -58-
<PAGE>

affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Registered Security.

     The Company, the Trustee and any paying agent may deem and treat the Holder
of any Bearer Security or Coupon as the absolute owner of such Bearer Security
or Coupon (whether or not such Debt Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.03) interest on such Bearer Security or Coupon
and for all other purposes, and neither the Company nor the Trustee nor any
paying agent shall be affected by any notice to the contrary; and all such
payments so made to any such Holder for the time being, or upon his order, shall
be valid and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Bearer Security or
Coupon.

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

      Section 8.04. INSTRUMENTS EXECUTED BY HOLDERS BIND FUTURE HOLDERS.  At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Debt Security.  Except as aforesaid any such action
taken by the Holder of any Debt Security shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Debt Security and all
past, present and future Holders of Coupons, if any, appertaining thereto, and
of any Debt Security issued upon transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities or Coupons.  Any action
taken by the Holders of the percentage in aggregate principal amount of the Debt
Securities of any series specified in this Indenture in connection with such
action shall be conclusively binding upon the Company, the Trustee and the
Holders of all the Securities and Coupons of such series.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Registered Securities entitled to give
their consent or take any other action required or permitted to be taken
pursuant to this Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders of Registered
Securities at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders of Registered Securities after such record date. No such
consent shall be valid or effective for more than 120 days after such record
date unless the consent of the Holders of the percentage in aggregate principal
amount of the Debt Securities of such series specified in this Indenture shall
have been received within such 120-day period.

                                      -59-
<PAGE>

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES


      Section 9.01. PURPOSES FOR WHICH SUPPLEMENTAL INDENTURE MAY BE ENTERED
INTO WITHOUT CONSENT OF HOLDERS.  The Company and the Guarantor, when authorized
by resolutions of the Board of Directors, and the Trustee may from time to time
and at any time, without the consent of Holders, enter into an Indenture or
Indentures supplemental hereto (which shall conform to the provisions of the TIA
as in force at the date of the execution thereof) for one or more of the
following purposes:

     (a) to evidence the succession pursuant to Article X of another Person to
the Company or the Guarantor, or successive successions, and the assumption by
the Successor Company (as defined in Section 10.01) of the covenants, agreements
and obligations of the Company or the Guarantor in this Indenture and in the
Debt Securities;

     (b) to surrender any right or power herein conferred upon the Company or
the Guarantor, to add to the covenants of the Company or the Guarantor such
further covenants, restrictions, conditions or provisions for the protection of
the Holders of all or any series of Debt Securities and the Coupons, if any,
appertaining thereto (and if such covenants are to be for the benefit of less
than all series of Debt Securities, stating that such covenants are expressly
being included solely for the benefit of such series) as the Board of Directors
shall consider to be for the protection of the Holders of such Debt Securities,
and to make the occurrence, or the occurrence and continuance, of a Default in
any of such additional covenants, restrictions, conditions or provisions a
Default or an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture; provided, that in respect of any
such additional covenant, restriction, condition or provision such supplemental
Indenture may provide for a particular period of grace after Default (which
period may be shorter or longer than that allowed in the case of other Defaults)
or may provide for an immediate enforcement upon such Default or may limit the
remedies available to the Trustee upon such Default or may limit the right of
the Holders of a majority in aggregate principal amount of any or all series of
Debt Securities to waive such default;

     (c) to cure any ambiguity or omission or to correct or supplement any
provision contained herein, in any supplemental Indenture or in any Debt
Securities of any series that may be defective or inconsistent with any other
provision contained herein, in any supplemental Indenture or in the Debt
Securities of such series; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee, or to make such other provisions in regard to
matters or questions arising under this Indenture as shall not adversely affect
the interests of any Holders of Debt Securities of any series;

     (d) to modify or amend this Indenture in such a manner as to permit the
qualification of this Indenture or any Indenture supplemental hereto under the
TIA as then in effect, except that nothing herein contained shall permit or
authorize the inclusion in any Indenture supplemental hereto of the provisions
referred to in Section 316(a)(2) of the TIA;

     (e) 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

                                      -60-
<PAGE>

of principal of, or premium, if any, on, Registered Securities or of principal
of, or premium, if any, or interest on, Bearer Securities or to permit
Registered Securities to be exchanged for Bearer Securities; provided, that any
such action shall not adversely affect the interests of the Holders of Debt
Securities or any Coupons of any series in any material respect or permit or
facilitate the issuance of Debt Securities of any series in uncertificated form;

     (f)  to comply with Article X;

     (g)  in the case of any Debt Securities and Coupons, if any, appertaining
thereto subordinated pursuant to Article XII, to make any change in Article XII
that would limit or terminate the benefits available to any holder of Senior
Indebtedness (or Representatives therefor) under Article XII;

     (h)  to add guarantees with respect to any or all of the Debt Securities or
to secure any or all of the Debt Securities;

     (i)  to make any change that does not adversely affect the rights of any
Holder;

     (j)  to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Debt Securities; provided, however, that any
such addition, change or elimination not otherwise permitted under this Section
9.01 shall neither apply to any Debt Security of any series created prior to the
execution of such supplemental Indenture and entitled to the benefit of such
provision nor modify the rights of the Holder of any such Debt Security with
respect to such provision or shall become effective only when there is no such
Debt Security Outstanding;

     (k)  to evidence and provide for the acceptance of appointment hereunder by
a successor or separate Trustee with respect to the Debt Securities of one or
more series and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee;

     (l)  to establish the form or terms of Debt Securities and Coupons, if any,
of any series as permitted by Sections 2.01 and 2.03; and

     (m)  to provide for uncertificated Debt Securities in addition to or in
place of certificated Debt Securities (provided that the uncertificated Debt
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code of 1986, as amended, or in a manner such that the
uncertificated Debt Securities are described in Section 163(f)(2)(B) of the
Internal Revenue Code of 1986, as amended).

     The Trustee is hereby authorized to join with the Company and the Guarantor
in the execution of any such supplemental Indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental Indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                                      -61-
<PAGE>

     Any supplemental Indenture authorized by the provisions of this Section
9.01 may be executed by the Company, the Guarantor and the Trustee without the
consent of the Holders of any of the Debt Securities or Coupons, if any,
appertaining thereto at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.

     In the case of Debt Securities or Coupons, if any, appertaining thereto
subordinated pursuant to Article XII, an amendment under this Section 9.01 may
not make any change that adversely affects the rights under Article XII of any
holder of Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or any group or Representative thereof authorized to give a
consent) consent to such change.

      Section 9.02. MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF DEBT
SECURITIES. Without notice to any Holder but with the consent (evidenced as
provided in Section 8.01) of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such supplemental Indenture (including consents obtained in
connection with a tender offer or exchange offer for any such series of Debt
Securities), the Company and the Guarantor, when authorized by resolutions of
the Board of Directors, and the Trustee may from time to time and at any time
enter into an Indenture or Indentures supplemental hereto (which shall conform
to the provisions of the TIA as in force at the date of execution thereof) for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental Indenture or of
modifying in any manner the rights of the Holders of the Debt Securities of such
series; provided, that no such supplemental Indenture, without the consent of
the Holders of each Debt Security so affected, shall reduce the percentage in
principal amount of Debt Securities of any series whose Holders must consent to
an amendment; reduce the rate of or extend the time for payment of interest on
any Debt Security or Coupon or reduce the amount of any payment to be made with
respect to any Coupon; reduce the principal of or extend the Stated Maturity of
any Debt Security; reduce the premium payable upon the redemption of any Debt
Security or change the time at which any Debt Security may or shall be redeemed
in accordance with Article III; make any Debt Security or Coupon payable in
Currency other than that stated in the Debt Security; impair the right of any
Holder to receive payment of, premium, if any, principal of and interest on such
Holder's Debt Securities on or after the due dates therefor or to institute suit
for the enforcement of any payment on or with respect to such Holder's Debt
Securities; in the case of any Debt Security or Coupons, if any, appertaining
thereto subordinated pursuant to Article XII, make any change in Article XII
that adversely affects the rights of any Holder under Article XII; release any
security that may have been granted in respect of the Debt Securities; make any
change in Section 6.06 or this Section 9.02; change any obligation of the
Company to pay additional interest pursuant to Section 4.07; release the
Guarantor or modify the Guarantee in any manner adverse to the Holders; or limit
the obligation of the Company to maintain a paying agency outside the United
States for payment on Bearer Securities as provided in Section 4.02 or limit the
obligation of the Company to redeem a Bearer Security as provided in Section
3.02(b).

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

                                      -62-
<PAGE>

affect the rights under this Indenture of the Holders of Debt Securities and
Coupons, if any, of any other series.

     Upon the request of the Company and the Guarantor, accompanied by a copy of
resolutions of the Board of Directors authorizing the execution of any such
supplemental Indenture, and upon the filing with the Trustee of evidence of the
consent of Holders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental Indenture unless such supplemental Indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental Indenture.

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

     In the case of any Debt Securities or Coupons, if any, appertaining
thereto, subordinated pursuant to Article XII, an amendment under this Section
9.02 may not make any change that adversely affects the rights under Article XII
of any holder of Senior Indebtedness then outstanding unless the holders of such
Senior Indebtedness (or any group or Representative thereof authorized to give a
consent) consent to such change.

     After an amendment under this Section 9.02 becomes effective, the Company
shall mail to Holders of Debt Securities of each series affected thereby a
notice briefly describing such amendment. The failure to give such notice to all
such Holders, or any defect therein, shall not impair or affect the validity of
an amendment under this Section 9.02.

      Section 9.03. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental Indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company, the Guarantor
and the Holders shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental Indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

     The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental Indenture complies with the provisions of
this Article IX.

      Section 9.04. DEBT SECURITIES MAY BEAR NOTATION OF CHANGES BY SUPPLEMENTAL
INDENTURES.  Debt Securities and Coupons, if any, of any series authenticated
and delivered after the execution of any supplemental Indenture pursuant to the
provisions of this Article IX 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.  New Debt Securities and Coupons of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental Indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Debt Securities
and

                                      -63-
<PAGE>

Coupons of such series then Outstanding. Failure to make the appropriate
notation or to issue a new Debt Security or Coupon of such series shall not
affect the validity of such amendment.

                                   ARTICLE X

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE


      Section 10.01. CONSOLIDATIONS AND MERGERS OF THE COMPANY AND THE
GUARANTOR. Neither the Company nor the Guarantor shall consolidate with or merge
with or into any Person, or convey, transfer or lease all or substantially all
its assets to any Person, unless: (a) either (i) the Company or the Guarantor
shall be the continuing Person in the case of a merger or (ii) the resulting,
surviving or transferee Person if other than the Company or the Guarantor (the
"Successor Company") shall be a Person organized and existing under the laws of
the United States, any State thereof or the District of Columbia and the
Successor Company shall expressly assume, by an Indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Company or the Guarantor, as the case may be, under the
Indenture and the Debt Securities and Coupons, if any, according to their tenor
(in the case of the Company) and the Guarantee (in the case of the Guarantor);
(b) immediately after giving effect to such transaction (and treating any
Indebtedness which becomes an obligation of the Successor Company or any
Subsidiary of the Company as a result of such transaction as having been
incurred by the Successor Company or such Subsidiary at the time of such
transaction), no Default or Event of Default would occur or be continuing; (c)
the Successor Company waives any right to redeem any Bearer Security under
circumstances in which the Successor Company would be entitled to redeem such
Bearer Security but the Company would not have been so entitled to redeem if the
consolidation, merger, conveyance, transfer or lease had not occurred; and (d)
the Company and the Guarantor shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental Indenture (if any) complies with this
Indenture.

      Section 10.02. RIGHTS AND DUTIES OF SUCCESSOR COMPANY. In case of any
consolidation or merger, or conveyance or transfer of the assets of the Company
or the Guarantor as an entirety or substantially as an entirety in accordance
with Section 10.01, the Successor Company shall succeed to and be substituted
for the Company or the Guarantor, as the case may be, with the same effect as if
it had been named herein as the party of the first part, and the predecessor
corporation shall be released from all liabilities and obligations under the
Indenture and the Debt Securities (in the case of the Company) or the Guarantee
(in the case of the Guarantor), except that no such release will occur in the
case of a lease of all or substantially all of its assets. The Successor Company
(if succeeding to the Company) thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all the Debt
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of the Successor
Company, 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 Debt Securities and Coupons, if any, appertaining thereto,
which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Debt Securities and Coupons,
if any, appertaining thereto, which the Successor Company thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All the Debt
Securities and Coupons, if any, appertaining thereto so issued shall in all
respects have the same legal rank and benefit under this Indenture as the

                                      -64-
<PAGE>

Debt Securities and Coupons, if any, appertaining thereto theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
such Debt Securities and Coupons had been issued at the date of the execution
hereof.

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

                                  ARTICLE XI

                         SATISFACTION AND DISCHARGE OF
                    INDENTURE; DEFEASANCE; UNCLAIMED MONEYS


      Section 11.01. APPLICABILITY OF ARTICLE. The provisions of this Article XI
relating to defeasance of Debt Securities shall be applicable to each series of
Debt Securities except as otherwise specified pursuant to Section 2.03 for Debt
Securities of such series.

      Section 11.02. SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE. (a) If
at any time the Company shall have delivered to the Trustee for cancellation all
Debt Securities of any series theretofore authenticated and delivered (other
than Coupons appertaining to Bearer Securities of such series called for
redemption and maturing after the relevant redemption date, surrender of which
has been waived, any Debt Securities and Coupons of such series which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09 and Debt Securities and Coupons for whose payment money
has theretofore been deposited in trust and thereafter repaid to the Company as
provided in Section 11.05) or all Debt Securities and the Coupons, if any, of
such series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit with the Trustee as trust funds the entire amount in the
Currency in which such Debt Securities are denominated (except as otherwise
provided pursuant to Section 2.03) sufficient to pay at maturity or upon
redemption all Debt Securities of such series not theretofore delivered to the
Trustee for cancellation, including principal and premium, if any, and interest
due or to become due on such date of maturity or redemption date, as the case
may be, and if in either case the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture shall cease to
be of further effect (except as to any surviving rights of registration of
transfer or exchange of such Debt Securities herein expressly provided for and
rights to receive payments of principal of, and premium, if any, and interest
on, such Debt Securities and any right to receive additional interest as
provided in Section 4.07) with respect to the Debt Securities of such series,
and the Trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture.

     (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Company at any time
may terminate, with respect to Debt Securities of a particular series, all its
obligations under the Debt Securities of such series and this Indenture with
respect to the Debt Securities of such series ("legal defeasance option") or the
operation of Sections 6.01(d), (g) and (h) and, as they relate to the Guarantor
only,

                                      -65-
<PAGE>

Sections 6.01(e) and (f) ("covenant defeasance option"). If the Company
exercises its legal defeasance option, the Guarantee will terminate with respect
to that series of Debt Securities. The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option.

     If the Company exercises its legal defeasance option, payment of the Debt
Securities of the defeased series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, payment of the
Debt Securities of the defeased series may not be accelerated because of an
Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to
the Guarantor only, Sections 6.01(e) and (f) (except to the extent covenants or
agreements referenced in such Sections remain applicable).

     Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

     (c) Notwithstanding clauses (a) and (b) above, the Company's obligations
in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07
shall survive until the Debt Securities of the defeased series have been paid in
full. Thereafter, the Company's obligations in Sections 7.06, 11.05 and 11.06
shall survive.

      Section 11.03. CONDITIONS OF DEFEASANCE. The Company may exercise its
legal defeasance option or its covenant defeasance option with respect to Debt
Securities of a particular series only if:

     (a) the Company irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations for the payment of principal of, and premium, if
any, and interest on, the Debt Securities of such series to maturity or
redemption, as the case may be;

     (b) the Company delivers to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium and interest when due on all the Debt
Securities of such series to maturity or redemption, as the case may be;

     (c) 91 days pass after the deposit is made and during the 91-day period no
Default specified in Section 6.01(e) or (f) with respect to the Company occurs
which is continuing at the end of the period;

     (d) no Default has occurred and is continuing on the date of such deposit
and after giving effect thereto;

     (e) the deposit does not constitute a default under any other agreement
binding on the Company and, if the Debt Securities of such series are
subordinated pursuant to Article XII, is not prohibited by Article XII;

                                      -66-
<PAGE>

     (f) the Company delivers to the Trustee an Opinion of Counsel to the effect
that the trust resulting from the deposit does not constitute, or is qualified
as, a regulated investment company under the Investment Company Act of 1940;

     (g) in the event of the legal defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that the Company has
received from the Internal Revenue Service a ruling, or since the date of this
Indenture there has been a change in the applicable Federal income tax law, in
either case of the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of Debt Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred;

     (h) in the event of the covenant defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
Debt Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred; and

     (i) the Company delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Debt Securities of such series as contemplated by this
Article XI have been complied with.

     Before or after a deposit, the Company may make arrangements satisfactory
to the Trustee for the redemption of Debt Securities of such series at a future
date in accordance with Article III.

      Section 11.04. APPLICATION OF TRUST MONEY. The Trustee shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to this Article
XI. It shall apply the deposited money and the money from U.S. Government
Obligations through any paying agent and in accordance with this Indenture to
the payment of principal of, and premium, if any, and interest on, the Debt
Securities and Coupons, if any, of the defeased series. In the event the Debt
Securities and Coupons, if any, of the defeased series are subordinated pursuant
to Article XII, money and securities so held in trust are not subject to Article
XII.

      Section 11.05.  REPAYMENT TO COMPANY. The Trustee and any paying agent
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

     Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Company upon request any money held by them for
the payment of principal, premium or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to such money must look to the Company
for payment as general creditors.

                                      -67-
<PAGE>

      Section 11.06. INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The Company
shall pay and shall indemnify the Trustee and the Holders against any tax, fee
or other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.

      Section 11.07. REINSTATEMENT. If the Trustee or any paying agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article XI by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Debt Securities of the defeased series shall be revived and
reinstated as though no deposit had occurred pursuant to this Article XI until
such time as the Trustee or any paying agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article XI.

                                  ARTICLE XII

                SUBORDINATION OF DEBT SECURITIES AND GUARANTEE


      Section 12.01. APPLICABILITY OF ARTICLE; AGREEMENT TO SUBORDINATE. The
provisions of this Article XII shall be applicable to the Debt Securities of any
series (Debt Securities of such series referred to in this Article XII as
"Subordinated Debt Securities") designated, pursuant to Section 2.03, as
subordinated to Senior Indebtedness and the related Guarantee of such
Subordinated Debt Securities. Each Holder by accepting a Subordinated Debt
Security agrees that the Indebtedness evidenced by such Subordinated Debt
Security and the related Guarantee of such Subordinated Debt Security is
subordinated in right of payment, to the extent and in the manner provided in
this Article XII, to the prior payment of all Senior Indebtedness and that the
subordination is for the benefit of and enforceable by the holders of Senior
Indebtedness. All provisions of this Article XII shall be subject to Section
12.12.

      Section 12.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any payment or
distribution of the assets of the Company or the Guarantor, as the case may be,
to creditors upon a total or partial liquidation or a total or partial
dissolution of the Company or the Guarantor, as the case may be, or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or the Guarantor, as the case may be, or their
respective property:

     (a) holders of Senior Indebtedness of the Company or the Guarantor, as the
case may be, shall be entitled to receive payment in full in cash of such Senior
Indebtedness (including interest (if any), accruing on or after the commencement
of a proceeding in bankruptcy, whether or not allowed as a claim against the
Company or the Guarantor, as the case may be, in such bankruptcy proceeding)
before Holders of Subordinated Debt Securities from the Company or the
Guarantor, as the case may be, shall be entitled to receive any payment of
principal of, or premium, if any, or interest on, the Subordinated Debt
Securities; and

     (b) until the Senior Indebtedness is paid in full, any distribution to
which Holders of Subordinated Debt Securities would be entitled but for this
Article XII shall be made to holders of Senior Indebtedness of the Company or
the Guarantor, as the case may be, as their interests may appear, except that
such Holders may receive shares of stock and any debt securities that are subor-

                                      -68-
<PAGE>

dinated to Senior Indebtedness of the Company or the Guarantor, as the case may
be, to at least the same extent as the Subordinated Debt Securities of the
Company or the Guarantor, as the case may be.

      Section 12.03. DEFAULT ON SENIOR INDEBTEDNESS. The Company and the
Guarantor may not pay the principal of, or premium, if any, or interest on, the
Subordinated Debt Securities or make any deposit pursuant to Article XI and may
not repurchase, redeem or otherwise retire (except, in the case of Subordinated
Debt Securities that provide for a mandatory sinking fund pursuant to Section
3.05, by the delivery of Subordinated Debt Securities by the Company to the
Trustee pursuant to the first paragraph of Section 3.06) any Subordinated Debt
Securities (collectively, "pay the Subordinated Debt Securities") if any
principal, premium or interest in respect of Senior Indebtedness is not paid
within any applicable grace period (including at maturity) or any other default
on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, the default has
been cured or waived and any such acceleration has been rescinded or such Senior
Indebtedness has been paid in full in cash; provided, however, that the Company
and the Guarantor may pay the Subordinated Debt Securities without regard to the
foregoing if the Company and the Trustee receive written notice approving such
payment from the Representative of each issue of Designated Senior Indebtedness.
During the continuance of any default (other than a default described in clause
(a) or (b) of the preceding sentence) with respect to any Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods, the
Company and the Guarantor may not pay the Subordinated Debt Securities for a
period (a "Payment Blockage Period") commencing upon the receipt by the Company
and the Trustee of written notice of such default from the Representative of any
Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period (a "Blockage Notice") and ending 179 days thereafter (or earlier
if such Payment Blockage Period is terminated by written notice to the Trustee
and the Company from the Person or Persons who gave such Blockage Notice, by
repayment in full in cash of such Designated Senior Indebtedness or because the
default giving rise to such Blockage Notice is no longer continuing).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the first sentence of this Section
12.03), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, the Company and the Guarantor may resume
payments on the Subordinated Debt Securities after such Payment Blockage Period.
Not more than one Blockage Notice may be given in any consecutive 360-day
period, irrespective of the number of defaults with respect to any number of
issues of Designated Senior Indebtedness during such period, unless otherwise
specified pursuant to Section 2.03 for the Subordinated Debt Securities of a
series; provided, however, that in no event may the total number of days during
which any Payment Blockage Period or Periods is in effect exceed 179 days in the
aggregate during any 360 consecutive day period. For purposes of this Section
12.03, no default or event of default which existed or was continuing on the
date of the commencement of any Payment Blockage Period with respect to the
Designated Senior Indebtedness initiating such Payment Blockage Period shall be,
or be made, the basis of the commencement of a subsequent Payment Blockage
Period by the Representative of such Designated Senior Indebtedness, whether or
not within a period of 360 consecutive days, unless such default or event of
default shall have been cured or waived for a period of not less than 90
consecutive days.

                                      -69-
<PAGE>

      Section 12.04. ACCELERATION OF PAYMENT OF DEBT SECURITIES. If payment of
the Subordinated Debt Securities is accelerated because of an Event of Default,
the Company shall promptly notify the holders of the Designated Senior
Indebtedness (or their Representatives) of the acceleration.

      Section 12.05. WHEN DISTRIBUTION MUST BE PAID OVER. If a distribution is
made to Holders of Subordinated Debt Securities that because of this Article XII
should not have been made to them, the Holders who receive such distribution
shall hold it in trust for holders of Senior Indebtedness and pay it over to
them as their interests may appear.

      Section 12.06. SUBROGATION. After all Senior Indebtedness is paid in full
and until the Subordinated Debt Securities are paid in full, Holders thereof
shall be subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness. A distribution made under this
Article XII to holders of Senior Indebtedness which otherwise would have been
made to Holders of Subordinated Debt Securities is not, as between the Company
or the Guarantor, as the case may be, and such Holders, a payment by the Company
or the Guarantor, as the case may be, on Senior Indebtedness.

      Section 12.07. RELATIVE RIGHTS. This Article XII defines the relative
rights of Holders of Subordinated Debt Securities and holders of Senior
Indebtedness. Nothing in this Indenture shall:

     (a) impair, as between the Company or the Guarantor, as the case may be,
and Holders of either Subordinated Debt Securities or Debt Securities, the
obligation of the Company or the Guarantor, as the case may be, which is
absolute and unconditional, to pay principal of, and premium, if any, and
interest on, the Subordinated Debt Securities and the Debt Securities in
accordance with their terms; or

     (b) prevent the Trustee or any Holder of either Subordinated Debt
Securities or Debt Securities from exercising its respective available remedies
upon a Default, subject to the rights of holders of Senior Indebtedness to
receive distributions otherwise payable to Holders of Subordinated Debt
Securities.

      Section 12.08. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY. No right of
any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Subordinated Debt Securities and the Guarantee in
respect thereof shall be impaired by any act or failure to act by the Company or
the Guarantor or by its failure to comply with this Indenture.

      Section 12.09. RIGHTS OF TRUSTEE AND PAYING AGENT. Notwithstanding Section
12.03, the Trustee or any paying agent may continue to make payments on
Subordinated Debt Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a responsible
officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article XII. The Company, the Registrar, any paying agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided,
however, that, if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice on behalf of the Holders of the Senior
Indebtedness of that issue.

                                      -70-
<PAGE>

     The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Registrar and any paying agent may do the same with like rights. The Trustee
shall be entitled to all the rights set forth in this Article XII with respect
to any Senior Indebtedness which may at any time be held by it, to the same
extent as any other holder of Senior Indebtedness; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article XII shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.06.

      Section 12.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative (if
any).

      Section 12.11. ARTICLE XII NOT TO PREVENT DEFAULTS OR LIMIT RIGHT TO
ACCELERATE. The failure to make a payment pursuant to the Subordinated Debt
Securities, whether directly or pursuant to the Guarantee, by reason of any
provision in this Article XII shall not be construed as preventing the
occurrence of a Default. Nothing in this Article XII shall have any effect on
the right of the Holders or the Trustee to accelerate the maturity of either the
Subordinated Debt Securities or the Debt Securities, as the case may be.

      Section 12.12. TRUST MONEYS NOT SUBORDINATED. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article XI by the Trustee for the
payment of principal of, and premium, if any, and interest on, the Subordinated
Debt Securities or the Debt Securities shall not be subordinated to the prior
payment of any Senior Indebtedness or subject to the restrictions set forth in
this Article XII, and none of the Holders thereof shall be obligated to pay over
any such amount to the Company, the Guarantor or any holder of Senior
Indebtedness of the Company or the Guarantor or any other creditor of the
Company or the Guarantor.

      Section 12.13. TRUSTEE ENTITLED TO RELY. Upon any payment or distribution
pursuant to this Article XII, the Trustee and the Holders shall be entitled to
rely upon any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 12.02 are pending, upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to such Holders or upon the
Representatives for the holders of Senior Indebtedness for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company or the Guarantor, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article XII. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XII, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and other facts pertinent to the rights of such
Person under this Arti cle XII, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment. The provisions of Sections
7.01 and 7.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article XII.

                                      -71-
<PAGE>

      Section 12.14. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder by
accepting a Subordinated Debt Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders of Subordinated Debt Securities
and the holders of Senior Indebtedness as provided in this Article XII and
appoints the Trustee as attorney-in-fact for any and all such purposes.

      Section 12.15. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Holders of Subordinated Debt Securities or
the Company or the Guarantor or any other Person, money or assets to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article XII
or otherwise.

      Section 12.16. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION
PROVISIONS. Each Holder by accepting a Subordinated Debt Security acknowledges
and agrees that the foregoing subordination provisions are, and are intended to
be, an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Subordinated Debt Securities, to acquire and continue to hold,
or to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

                                 ARTICLE XIII

                           MISCELLANEOUS PROVISIONS


      Section 13.01. SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Company, the Guarantor or the Trustee shall bind their
respective successors and assigns, whether so expressed or not.

      Section 13.02. ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR COMPANY
VALID. Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company or the Guarantor shall and may be done and performed with like force and
effect by the like board, committee or officer of any Successor Company.

      Section 13.03. REQUIRED NOTICES OR DEMANDS. Any notice or communication by
the Company, the Guarantor or the Trustee to the others is duly given if in
writing and delivered in Person or mailed by registered or certified mail
(return receipt requested), telecopier or overnight air courier guaranteeing
next day delivery, to the other's address:

                                      -72-
<PAGE>

     If to the Company or the Guarantor:

     Enterprise Products Partners L.P.
     Enterprise Products Operating L.P.
     2727 North Loop West
     Houston, Texas 77008
     Attention: Chief Financial Officer
     Telecopy No. 713-880-6570

     If to the Trustee:

     First Union National Bank
     1001 Fannin Street, Suite 2255
     Houston, Texas 77002
     Attention: Corporate Trust Department
     Telecopy No. 713-346-2747

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

     All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; on the first Business
Day on or after being sent, if telecopied and the sender receives confirmation
of successful transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

     Any notice required or permitted to a Registered Holder by the Company, the
Guarantor or the Trustee pursuant to the provisions of this Indenture shall be
deemed to be properly mailed by being deposited postage prepaid in a post office
letter box in the United States addressed to such Holder at the address of such
Holder as shown on the Debt Security Register. Any report pursuant to Section
313 of the TIA shall be transmitted in compliance with subsection (c) therein.

     Any notice required or permitted to a Bearer Holder by the Company, the
Guarantor or the Trustee pursuant to this Indenture shall be deemed to be
properly given if published on two separate business days in an Authorized
Newspaper or Newspapers in such Place or Places of Payment specified pursuant to
Section 2.03, the first such publication to be not earlier than the earliest
date and not later than two business days prior to the latest date prescribed
for the giving of such notice. Notwithstanding the foregoing, any notice to
Holders of Floating Rate Debt Securities regarding the determination of a
periodic rate of interest, if such notice is required pursuant to Section 2.03,
shall be sufficiently given if given in the manner specified pursuant to Section
2.03.

     In the event of suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice by mail, then such
notification as shall be given with the approval of the Trustee shall constitute
sufficient notice for every purpose hereunder.

                                      -73-
<PAGE>

     In the event of suspension of publication of any Authorized Newspaper or by
reason of any other cause it shall be impracticable to give notice by
publication, then such notification as shall be given with the approval of the
Trustee shall constitute sufficient notice for every purpose hereunder.

     Failure to mail a notice or communication to a Holder or any defect in it
or any defect in any notice by publication as to a Holder shall not affect the
sufficiency of such notice with respect to other Holders. If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

      Section 13.04. INDENTURE AND DEBT SECURITIES TO BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE, EACH DEBT SECURITY AND
EACH COUPON AND THE GUARANTEE SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SAID STATE.

      Section 13.05. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL TO BE
FURNISHED UPON APPLICATION OR DEMAND BY THE COMPANY. Upon any application or
demand by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

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

      Section 13.06. PAYMENTS DUE ON LEGAL HOLIDAYS. In any case where the date
of maturity of interest on or principal of and premium, if any, on the Debt
Securities of a series or the date fixed for redemption or repayment of any Debt
Security or the making of any sinking fund payment shall not be a business day
at any Place of Payment for the Debt Securities of such series, then payment of
interest or principal and premium, if any, or the making of such sinking fund
payment need not be made on such date at such Place of Payment, 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 date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date. If a record date is
not a business day, the record date shall not be affected.

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      Section 13.07. PROVISIONS REQUIRED BY TIA TO CONTROL. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture which is required to be included in this
Indenture by any of Sections 310 to 318, inclusive, of the TIA, such required
provision shall control.

      Section 13.08. COMPUTATION OF INTEREST ON DEBT SECURITIES. Interest, if
any, on the Debt Securities shall be computed on the basis of a 360-day year of
twelve 30-day months, except as may otherwise be provided pursuant to Section
2.03.

      Section 13.09. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The Trustee
may make reasonable rules for action by or a meeting of Holders. The Registrar
and any paying agent may make reasonable rules for their functions.

      Section 13.10. NO RECOURSE AGAINST OTHERS. The General Partner and its
directors, officers, employees, incorporators and stockholders, as such, shall
have no liability for any obligations of the Guarantor or the Company under the
Debt Securities, the Indenture or the Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation. By accepting a
Debt Security or Coupon, each Holder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of the
Debt Securities and Coupons.

      Section 13.11. SEVERABILITY. In case any provision in this Indenture, the
Debt Securities or the Coupons 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 13.12. EFFECT OF HEADINGS. The article and section headings herein
and in the Table of Contents are for convenience only and shall not affect the
construction hereof.

      Section 13.13. INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.

                                  ARTICLE XIV

                                   GUARANTEE

      Section 14.01. UNCONDITIONAL GUARANTEE. (a) For value received, the
Guarantor hereby fully, unconditionally and absolutely guarantees (the
"Guarantee") to the Holders and to the Trustee the due and punctual payment of
the principal of, and premium, if any, and interest on the Debt Securities and
all other amounts due and payable under this Indenture and the Debt Securities
by the Company, when and as such principal, premium, if any, and interest shall
become due and payable, whether at the stated maturity or by declaration of
acceleration, call for redemption or otherwise, according to the terms of the
Debt Securities and this Indenture, subject, in the case of the Guarantee of the
Subordinated Debt Securities, to the subordination provisions contained in
Article XII.

     (b) Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, the Guarantor will be obligated to pay the same
immediately, subject, in the case

                                      -75-
<PAGE>

of the Guarantee of the Subordinated Debt Securities, to the subordination
provisions contained in Article XII. The Guarantee hereunder (other than the
Guarantee of Subordinated Debt Securities) is intended to be a general,
unsecured, senior obligation of the Guarantor and will rank pari passu in right
of payment with all Indebtedness of the Guarantor that is not, by its terms,
expressly subordinated in right of payment to the Guarantee. The Guarantor
hereby agrees that its obligations hereunder, shall be full, unconditional and
absolute, irrespective of the validity, regularity or enforceability of the Debt
Securities, the Guarantee or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Debt Securities
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstances
which might otherwise constitute a legal or equitable discharge or defense of
the Guarantor. The Guarantor hereby agrees that in the event of a default in
payment of the principal of, or premium, if any, or interest on the Debt
Securities, whether at the stated maturity or by declaration of acceleration,
call for redemption or otherwise, legal proceedings may be instituted by the
Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders, on
the terms and conditions set forth in this Indenture, directly against the
Guarantor to enforce the Guarantee without first proceeding against the Company.

     (c) The obligations of the Guarantor under this Article XIV shall be as
aforesaid full, unconditional and absolute and shall not be impaired, modified,
released or limited by any occurrence or condition whatsoever, including,
without limitation, (A) any compromise, settlement, release, waiver, renewal,
extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Company or the Guarantor contained in the
Debt Securities or this Indenture, (B) any impairment, modification, release or
limitation of the liability of the Company, the Guarantor or either of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (C) the
assertion or exercise by the Company, the Guarantor or the Trustee of any rights
or remedies under the Debt Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (D) the assignment or
the purported assignment of any property as security for the Debt Securities,
including all or any part of the rights of the Company or the Guarantor under
this Indenture, (E) the extension of the time for payment by the Company or the
Guarantor of any payments or other sums or any part thereof owing or payable
under any of the terms and provisions of the Debt Securities or this Indenture
or of the time for performance by the Company or the Guarantor of any other
obligations under or arising out of any such terms and provisions or the
extension or the renewal of any thereof, (F) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Company or the Guarantor set forth in this Indenture, (G) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Company or the Guarantor or any of their respective
assets, or the disaffirmance of the Debt Securities, the Guarantee or this
Indenture in any such proceeding, (H) the release or discharge of the Company or
the Guarantor from the performance or observance of any agreement, covenant,
term or condition contained in any of such instruments by operation of law, (I)
the unenforceability of the Debt Securities, the Guarantee or this Indenture or
(J) any other circumstances which might otherwise constitute a legal or
equitable discharge of a surety or guarantor.

                                      -76-
<PAGE>

     (d) The Guarantor hereby (A) waives diligence, presentment, demand of
payment, filing of claims with a court in the event of the merger, insolvency or
bankruptcy of the Company or the Guarantor, and all demands whatsoever, (B)
acknowledges that any agreement, instrument or document evidencing the Guarantee
may be transferred and that the benefit of its obligations hereunder shall
extend to each holder of any agreement, instrument or document evidencing the
Guarantee without notice to it and (C) covenants that the Guarantee will not be
discharged except by complete performance of the Guarantee. The Guarantor
further agrees that if at any time all or any part of any payment theretofore
applied by any Person to the Guarantee is, or must be, rescinded or returned for
any reason whatsoever, including without limitation, the insolvency, bankruptcy
or reorganization of the Company or the Guarantor, the Guarantee shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and the Guarantee shall
continue to be effective or be reinstated, as the case may be, as though such
application had not been made.

     (e) The Guarantor shall be subrogated to all rights of the Holders and the
Trustee against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Indenture, provided, however, that the
Guarantor, shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until all of the Debt
Securities and the Guarantee shall have been paid in full or discharged.

      Section 14.02. EXECUTION AND DELIVERY OF GUARANTEE. To further evidence
the Guarantee set forth in Section 14.01, the Guarantor hereby agrees that a
notation relating to such Guarantee, substantially in the form attached hereto
as Annex A, shall be endorsed on each Debt Security authenticated and delivered
by the Trustee and executed by either manual or facsimile signature of an
officer of the general partner of the Guarantor. The Guarantor hereby agrees
that the Guarantee set forth in Section 14.01. shall remain in full force and
effect notwithstanding any failure to endorse on each Debt Security a notation
relating to the Guarantee. If any officer of the general partner of the
Guarantor whose signature is on this Indenture or a Debt Security no longer
holds that office at the time the Trustee authenticates such Debt Security or at
any time thereafter, the Guarantee of such Debt Security shall be valid
nevertheless. The delivery of any Debt Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantor.

     The Trustee hereby accepts the trusts in this Indenture upon the terms and
conditions herein set forth.

                                      -77-
<PAGE>

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

                              ENTERPRISE PRODUCTS OPERATING L.P.

                              By: Enterprise Products GP, LLC
                                  Its General Partner


                              By: ________________________________
                                  Gary L.  Miller
                                  Executive Vice President, Chief Financial
                                  Officer and Treasurer

                              ENTERPRISE PRODUCTS PARTNERS L.P.

                              By: Enterprise Products GP, LLC
                                  Its General Partner


                              By: ________________________________
                                  Gary L.  Miller
                                  Executive Vice President, Chief Financial
                                  Officer and Treasurer


                              FIRST UNION NATIONAL BANK


                              By: ________________________________
                              Name:_______________________________
                              Title:______________________________

                                      -78-
<PAGE>

                                                                         ANNEX A

                             NOTATION OF GUARANTEE

     The Guarantor (which term includes any successor Person under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, the
due and punctual payment of the principal of, and premium, if any, and interest
on the Debt Securities and all other amounts due and payable under the Indenture
and the Debt Securities by the Company.

     The obligations of the Guarantor to the Holders of Debt Securities and to
the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Article XIV of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee.

                              ENTERPRISE PRODUCTS PARTNERS L.P.

                              By:  Enterprise Products GP, LLC
                                   Its General Partner


                              By:  ______________________________
                                   Gary L.  Miller
                                   Executive Vice President, Chief Financial
                                   Officer and Treasurer

                                      -79-