<PAGE>

                                    INDENTURE

                                      among

                            FEDERAL-MOGUL CORPORATION

                                   as Issuer,

                  THE GUARANTORS PARTY HERETO FROM TIME TO TIME

                                  as Guarantors

                                       and

                              THE BANK OF NEW YORK

                                   as Trustee





                            Dated as of June 29, 1998




                            Providing for Issuance of
                        Senior Debt Securities in Series
<PAGE>

Reconciliation  and tie between  Indenture,  dated as of June 29, 1998,  and the
Trust Indenture Act of 1939, as amended.

Trust Indenture Act                                          Indenture
Of 1939 Section                                               Section
--------------------                                         ---------
     310         (a)(1)  ................................     6.12
                 (a)(2)  ................................     6.12
                 (a)(3)  ................................     TIA
                 (a)(4)  ................................     Not applicable
                 (a)(5)  ................................     TIA
                 (b)     ................................     6.10; 6.12; TIA

     311         (a)     ................................     TIA
                 (b)     ................................     TIA

     312         (a)     ................................     6.8
                 (b)     ................................     TIA
                 (c)     ................................     TIA

     313         (a)     ................................     6.7; TIA
                 (b)     ................................     TIA
                 (c)     ................................     TIA; 6.7
                 (d)     ................................     TIA; 6.7

     314         (a)     ................................     9.5; 9.6; TIA
                 (b)     ................................     Not Applicable
                 (c)(1)  ................................     1.2
                 (c)(2)  ................................     1.2
                 (c)(3)  ................................     Not Applicable
                 (d)     ................................     Not Applicable
                 (e)     ................................     1.2; TIA
                 (f)     ................................     TIA

     315         (a)     ................................     6.1
                 (b)     ................................     6.6
                 (c)     ................................     6.1
                 (d)(1)  ................................     6.1; TIA
                 (d)(2)  ................................     6.1; TIA
                 (d)(3)  ................................     6.1; TIA
                 (e)     ................................     5.15; TIA
     316         (a)(last sentence)......................     1.1
                 (a)(1)(A)...............................     5.2; 5.8
                 (a)(1)(B)...............................     5.7
                 (b)     ................................     5.9; 5.10
                 (c)     ................................     1.4; TIA
<PAGE>

     317         (a)(l)  ................................     5.3
                 (a)(2)  ................................     5.4
                 (b)     ................................     9.3

     318         (a)     ................................     1.11
                 (b)     ................................     1.11; TIA
                 (c)     ................................     1.11; TIA

     This  reconciliation  and  tie  section  does  not  constitute  part of the
Indenture.

                                       2
<PAGE>

                              TABLE OF CONTENTS(1)


                                                                            Page
                                                                            ----

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.  Definitions......................................................1
SECTION 1.2.  Compliance Certificates and Opinions............................10
SECTION 1.3.  Form of Documents Delivered to Trustee..........................10
SECTION 1.4.  Acts of Holders.................................................11
SECTION 1.5.  Notices, etc., to the Trustee, the Company and the Guarantors...13
SECTION 1.6.  Notice to Holders; Waiver.......................................13
SECTION 1.7.  Headings and Table of Contents..................................14
SECTION 1.8.  Successors and Assigns..........................................14
SECTION 1.9.  Separability....................................................14
SECTION 1.10.  Benefits of Indenture..........................................14
SECTION 1.11.  Governing Law..................................................15
SECTION 1.12.  Legal Holidays.................................................15

                                    ARTICLE 2
                                 SECURITY FORMS

SECTION 2.1.  Forms Generally.................................................15
SECTION 2.2.  Form of Trustee's Certificate of Authentication.................16
SECTION 2.3.  Securities in Global Form.......................................16
SECTION 2.4.  Form of Legend for Securities in Global Form....................17

                                    ARTICLE 3
                                 THE SECURITIES

SECTION 3.1.  Amount Unlimited; Issuable in Series............................17
SECTION 3.2.  Denominations...................................................21
SECTION 3.3.  Execution, Authentication, Delivery and Dating..................21
SECTION 3.4.  Temporary Securities............................................24
SECTION 3.5.  Registration, Transfer and Exchange.............................24
SECTION 3.6.  Replacement Securities..........................................28
SECTION 3.7.  Payment of Interest; Interest Rights Preserved..................29
SECTION 3.8.  Persons Deemed Owners...........................................30
SECTION 3.9.  Cancellation....................................................31
SECTION 3.10.  Computation of Interest........................................31
SECTION 3.11.  CUSIP Numbers..................................................31
SECTION 3.12.  Currency and Manner of Payment in Respect of Securities........32
SECTION 3.13.  Appointment and Resignation of Exchange Rate Agent.............35

                                    ARTICLE 4
                     SATISFACTION, DISCHARGE AND DEFEASANCE

SECTION 4.1.  Termination of Company's Obligations Under the Indenture........36

--------------------
(1)  Note:  This table of  contents  shall not,  for any purpose be deemed to be
     part of the Indenture.

                                       i
<PAGE>

SECTION 4.2.  Application of Trust Funds......................................37
SECTION 4.3.  Applicability of Defeasance Provisions; Company's Option to
                   Effect Defeasance or Covenant Defeasance...................37
SECTION 4.4.  Defeasance and Discharge........................................38
SECTION 4.5.  Covenant Defeasance.............................................38
SECTION 4.6.  Conditions to Defeasance or Covenant Defeasance.................39
SECTION 4.7.  Deposited Money and Government Obligations to Be Held in Trust..40
SECTION 4.8.  Repayment to Company............................................41
SECTION 4.9.  Indemnity for Government Obligations............................41

                                    ARTICLE 5
                              DEFAULTS AND REMEDIES

SECTION 5.1.  Events of Default...............................................41
SECTION 5.2.  Acceleration; Rescission and Annulment..........................43
SECTION 5.3.  Collection of Indebtedness and Suits for Enforcement by Trustee.44
SECTION 5.4.  Trustee May File Proofs of Claim................................44
SECTION 5.5.  Trustee May Enforce Claims Without Possession of Securities.....45
SECTION 5.6.  Delay or Omission Not Waiver....................................45
SECTION 5.7.  Waiver of Past Defaults.........................................45
SECTION 5.8.  Control by Majority.............................................45
SECTION 5.9.  Limitation on Suits by Holders..................................45
SECTION 5.10.  Rights of Holders to Receive Payment...........................46
SECTION 5.11.  Application of Money Collected.................................46
SECTION 5.12.  Restoration of Rights and Remedies.............................47
SECTION 5.13.  Rights and Remedies Cumulative.................................47
SECTION 5.14.  Waiver of Usury, Stay or Extension Laws........................47
SECTION 5.15.  Undertaking for Costs..........................................47

                                    ARTICLE 6
                                   THE TRUSTEE

SECTION 6.1.  Certain Duties and Responsibilities of the Trustee..............48
SECTION 6.2.  Rights of Trustee...............................................48
SECTION 6.3.  Trustee May Hold Securities.....................................49
SECTION 6.4.  Money Held in Trust.............................................49
SECTION 6.5.  Trustee's Disclaimer............................................49
SECTION 6.6.  Notice of Defaults..............................................50
SECTION 6.7.  Reports by Trustee to Holders...................................50
SECTION 6.8.  Securityholder Lists............................................50
SECTION 6.9.  Compensation and Indemnity......................................50
SECTION 6.10.  Replacement of Trustee.........................................51
SECTION 6.11.  Acceptance of Appointment by Successor.........................52
SECTION 6.12.  Eligibility; Disqualification..................................53
SECTION 6.13.  Merger, Conversion, Consolidation or Succession to Business....54
SECTION 6.14.  Appointment of Authenticating Agent............................54

                                    ARTICLE 7
                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

SECTION 7.1.  Consolidation, Merger or Sale of Assets Permitted...............56

                                       ii
<PAGE>

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

SECTION 8.1.  Supplemental Indentures Without Consent of Holders..............56
SECTION 8.2.  Supplemental Indentures with Consent of Holders.................58
SECTION 8.3.  Compliance With Trust Indenture Act.............................59
SECTION 8.4.  Execution of Supplemental Indentures............................59
SECTION 8.5.  Effect of Supplemental Indentures...............................59
SECTION 8.6.  Reference in Securities to Supplemental Indentures..............59

                                    ARTICLE 9
                                    COVENANTS

SECTION 9.1.  Payment of Principal, Premium, if any, and Interest, if any.....60
SECTION 9.2.  Maintenance of Office or Agency.................................60
SECTION 9.3.  Money for Securities Payments to Be Held in Trust;
                   Unclaimed Money............................................61
SECTION 9.4.  Corporate Existence.............................................62
SECTION 9.5.  Reports by the Company..........................................62
SECTION 9.6.  Annual Review Certificate; Notice of Defaults or Events
                   of Default.................................................63
SECTION 9.7.  Books of Record and Account.....................................63

                                   ARTICLE 10
                                   REDEMPTION

SECTION 10.1.  Applicability of Article.......................................63
SECTION 10.2.  Election to Redeem Notice to Trustee...........................64
SECTION 10.3.  Selection of Securities to Be Redeemed.........................64
SECTION 10.4.  Notice of Redemption...........................................64
SECTION 10.5.  Deposit of Redemption Price....................................65
SECTION 10.6.  Securities Payable on Redemption Date..........................66
SECTION 10.7.  Securities Redeemed in Part....................................66

                                   ARTICLE 11
                                  SINKING FUNDS

SECTION 11.1.  Applicability of Article.......................................67
SECTION 11.2.  Satisfaction of Sinking Fund Payments with Securities..........67
SECTION 11.3.  Redemption of Securities for Sinking Fund......................67

                                   ARTICLE 12
                                   GUARANTEES

SECTION 12.1.  Guarantees 68
SECTION 12.1.  Obligations of Guarantors Unconditional........................70
SECTION 12.1.  Limitation on Guarantors' Liability............................70
SECTION 12.1.  Releases of Guarantees.........................................70
SECTION 12.1.  Application of Certain Terms and Provisions to Guarantors......70
SECTION 12.1.  Additional Guarantors..........................................71

                                      iii
<PAGE>

     INDENTURE,  dated as of June 29, 1998 among  Federal-Mogul  Corporation,  a
Michigan  corporation,  as issuer (the  "Company"),  the companies listed on the
signature pages hereto that are  subsidiaries of the Company (the  "Guarantors")
and The Bank of New  York,  a New York  banking  corporation,  as  trustee  (the
"Trustee").

                                    RECITALS

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

     The  Guarantors  have duly  authorized  the  execution and delivery of this
Indenture  to  provide a  guarantee  of the  Securities  and of  certain  of the
obligations of the Company hereunder.

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

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof,  it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the Holders of the Securities:


                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.1. Definitions. (a) For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

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

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

     (3) all  accounting  terms not otherwise  defined  herein have the meanings
assigned to them in accordance with generally  accepted  accounting  principles;
and

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

     "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" when used with
respect to any  specified  Person means the power to direct the  management  and
policies of such Person,  directly or indirectly,
<PAGE>

whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "Agent" means any Paying Agent or Registrar.

     "Authenticating  Agent"  means any  authenticating  agent  appointed by the
Trustee pursuant to Section 6.14.

     "Authorized  Newspaper"  means a newspaper in the official  language of the
country of publication or in the English language, customarily published on each
Business Day whether or not published on Saturdays,  Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place.  Whenever  successive  publications in an
Authorized  Newspaper are required  hereunder they may be made (unless otherwise
expressly  provided  herein) on any  Business  Day and in the same or  different
Authorized Newspapers.

     "Bankruptcy  Law"  means  Title  11,  United  States  Code,  or  any  other
applicable federal,  state or foreign bankruptcy,  insolvency or similar law, as
now or hereafter constituted.

     "Bearer  Security" means any Security issued  hereunder which is payable to
bearer.

     "Board"  or  "Board of  Directors"  means  the  Board of  Directors  of the
Company, the Executive Committee or any other duly authorized committee thereof.

     "Board  Resolution"  means a copy of a resolution of the Board of Directors
or the  equivalent  body  of any  Guarantor,  as  applicable,  certified  by the
Secretary or an Assistant Secretary of the Company, or the equivalent officer of
any  Guarantor,  as  applicable,  to have  been  duly  adopted  by the  Board of
Directors or the equivalent body of any Guarantor,  as applicable,  and to be in
full  force and  effect on the date of the  certificate,  and  delivered  to the
Trustee.

     "Business Day", when used with respect to any Place of Payment or any other
particular  location referred to in this Indenture or in the Securities,  means,
unless  otherwise  specified with respect to any Securities  pursuant to Section
3.1, each Monday, Tuesday, Wednesday,  Thursday and Friday which is not a day on
which banking  institutions in that Place of Payment or particular  location are
authorized or obligated by law or executive order to close.

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

     "Common  Stock"  means any and all shares of series and classes of stock of
the Company  designated  as common  stock,  whether  voting or  non-voting,  and
whether now outstanding or issued after the date of this Indenture.

                                       2
<PAGE>

     "Company"  means the party named as the Company in the first  paragraph  of
this Indenture until one or more successor  corporations  shall have become such
pursuant to the applicable  provisions of this Indenture,  and thereafter  means
such successors.

     "Company Order" and "Company Request" mean,  respectively,  a written order
or request  signed in the name of the Company by two Officers,  one of whom must
be the Chairman of the Board, the President,  the Chief Financial  Officer,  any
Executive  Vice  President,   Senior  Vice  President  or  Vice  President,  the
Treasurer, any Assistant Treasurer or the Controller of the Company.

     "Conversion  Event" means the  cessation  of use of (i) a Foreign  Currency
both by the  government  of the country  which issued such  currency and for the
settlement of transactions by a central bank or other public  institutions of or
within  the  international  banking  community,  (ii)  the ECU both  within  the
European  Monetary  System  and for the  settlement  of  transactions  by public
institutions  of or within the European  Communities  or (iii) any currency unit
other than the ECU for the purposes for which it was established.

     "Corporate  Trust  Office"  means the office of the Trustee in which at any
particular time its corporate trust business shall be principally  administered,
which office at the date hereof is located at 101 Barclay Street,  New York, New
York 10286, Attention: Corporate Trust Administration.

     "Debt" means indebtedness for money borrowed.

     "Default"  means any event which is, or after notice or passage of time, or
both, would be, an Event of Default.

     "Depositary",  when used with  respect to the  Securities  of or within any
series  issuable or issued in whole or in part in global form,  means the Person
designated  as  Depositary  by the  Company  pursuant  to  Section  3.1  until a
successor   Depositary  shall  have  become  such  pursuant  to  the  applicable
provisions of this Indenture,  and thereafter  shall mean or include each Person
which is then a Depositary hereunder,  and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

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

     "ECU" means the European  Currency Unit as defined and revised from time to
time by the Council of the European Communities.

     "European Communities" means the European Economic Community,  the European
Coal and Steel Community and the European Atomic Energy Community.

     "European  Monetary System" means the European Monetary System  established
by  the  Resolution  of  December  5,  1978  of  the  Council  of  the  European
Communities.

     "Exchange  Rate Agent",  when used with respect to  Securities of or within
any series,  means,  unless  otherwise  specified with respect to any Securities
pursuant to Section 3.1, a

                                       3
<PAGE>

New York Clearing House bank designated  pursuant to Section 3.1 or Section 3.13
(which may include any such bank acting as Trustee hereunder).

     "Exchange Rate Officers' Certificate" means a certificate setting forth (i)
the applicable Market Exchange Rate or the applicable bid quotation and (ii) the
Dollar or  Foreign  Currency  amounts of  principal  (and  premium,  if any) and
interest,  if any (on an aggregate  basis and on the basis of a Security  having
the lowest  denomination  principal amount in the relevant  currency or currency
unit),  payable  with  respect to a Security  of any series on the basis of such
Market  Exchange  Rate or the  applicable  bid  quotation,  signed  by the Chief
Financial Officer,  any Executive Vice President,  Senior Vice President or Vice
President,  the  Treasurer,  any  Assistant  Treasurer or the  Controller of the
Company.

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

     "Government  Obligations" means securities which are (i) direct obligations
of the United  States or, if  specified  as  contemplated  by Section  3.1,  the
government  which  issued the currency in which the  Securities  of a particular
series are or may be payable, for the payment of which its full faith and credit
is pledged or (ii)  obligations  of a Person  controlled  or  supervised  by and
acting as an agency or  instrumentality of the United States or, if specified as
contemplated by Section 3.1, such government  which issued the foreign  currency
in which the  Securities  of such series are or may be  payable,  the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States or such other government,  which, in either case, are not callable
or  redeemable  at the option of the issuer  thereof,  and shall also  include a
depositary  receipt  issued by a bank or trust company as custodian with respect
to any such  Government  Obligation  or a  specific  payment of  interest  on or
principal  of any such  Government  Obligation  held by such  custodian  for the
account of the holder of a depositary receipt, provided that (except as required
by law) such  custodian is not  authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Government  Obligation  evidenced by such depositary
receipt.

     "Guarantee"  means the guarantee of the Securities by each Guarantor  under
Article 12 hereof.

     "Guarantors"  means (i) the Subsidiaries of the Company which have executed
this  Indenture  as a  Guarantor  as of the date  hereof,  and (ii)  each of the
Company's Subsidiaries,  whether formed, created or acquired before or after the
issue date of Securities  of any series,  which become a guarantor of Securities
pursuant to the provisions of this Indenture.

     "Holder" means, with respect to a Bearer Security, a bearer thereof or of a
coupon appertaining thereto and, with respect to a Registered Security, a person
in whose name a Security is registered on the Register.

                                       4
<PAGE>

     "Indenture"  means this  Indenture as originally  executed or as amended or
supplemented  from  time to time  and  shall  include  the  forms  and  terms of
particular series of Securities established as contemplated hereunder.

     "Indexed  Security"  means a Security  the terms of which  provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

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

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

     "Market Exchange Rate" means,  unless  otherwise  specified with respect to
any  Securities  pursuant to Section  3.1,  (i) for any  conversion  involving a
currency unit on the one hand and Dollars or any Foreign  Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency  calculated  by the method  specified  pursuant  to Section 3.1 for the
Securities of the relevant  series,  (ii) for any conversion of Dollars into any
Foreign  Currency,  the noon buying  rate for such  Foreign  Currency  for cable
transfers  quoted in New York City as  certified  for  customs  purposes  by the
Federal  Reserve  Bank of New York and (iii) for any  conversion  of one Foreign
Currency into Dollars or another Foreign  Currency,  the spot rate at noon local
time in the  relevant  market  at  which,  in  accordance  with  normal  banking
procedures,  the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City,  London or any other principal market
for Dollars or such purchased Foreign  Currency,  in each case determined by the
Exchange Rate Agent.  Unless otherwise  specified with respect to any Securities
pursuant  to  Section  3.1,  in the  event of the  unavailability  of any of the
exchange  rates provided for in the foregoing  clauses (i), (ii) and (iii),  the
Exchange Rate Agent shall use, in its sole  discretion and without  liability on
its part,  such quotation of the Federal Reserve Bank of New York as of the most
recent  available  date, or quotations  from one or more major banks in New York
City,  London or other  principal  market for such  currency or currency unit in
question  (which  may  include  any such  bank  acting  as  Trustee  under  this
Indenture),  or such other  quotations  as the  Exchange  Rate Agent  shall deem
appropriate.  If there is more than one market for  dealing in any  currency  or
currency unit by reason of foreign exchange regulations or otherwise, the market
to be used in respect of such currency or currency unit shall be that upon which
a nonresident issuer of securities  designated in such currency or currency unit
would  purchase  such  currency  or currency  unit in order to make  payments in
respect of such securities.

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

                                       5
<PAGE>

     "Obligations" means any principal,  premiums,  interest,  penalties,  fees,
indemnifications,  reimbursements,  damages and other liabilities  payable under
the documentation governing any indebtedness.

     "Officer"  means  the  Chairman  of the  Board,  the  President,  the Chief
Financial Officer,  any Executive Vice President,  Senior Vice President or Vice
President, the Treasurer, any Assistant Treasurer, the Controller, the Secretary
or any Assistant Secretary.

     "Officers'  Certificate",  when used with respect to the  Company,  means a
certificate  signed by two  Officers,  one of whom must be the  Chairman  of the
Board, the President, the Chief Financial Officer, any Executive Vice President,
Senior Vice President or Vice President,  the Treasurer, any Assistant Treasurer
or the Controller of the Company.

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

     "Original Issue Discount Security" means any Security which provides for an
amount less than the stated  principal amount thereof to be due and payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

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

          (ii) Securities,  or portions thereof, for whose payment or redemption
     money  or  Government   Obligations  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 (if the  Company
     shall act as its own Paying Agent) for the Holders of such  Securities  and
     any coupons appertaining thereto;  provided that, if such Securities are to
     be redeemed, notice of such redemption has been duly given pursuant to this
     Indenture  or  provisions  therefor  satisfactory  to the Trustee have been
     made;

          (iii)  Securities,  except to the extent  provided in Sections 4.4 and
     4.5,  with  respect to which the Company  has  effected  defeasance  and/or
     covenant defeasance as provided in Article 4; and

          (iv)  Securities  which have been paid  pursuant  to Section 3.6 or in
     exchange for or in lieu of which other  Securities have been  authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which  there  shall have been  presented  to the  Trustee  proof
     satisfactory  to it that such  Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization,  direction,  notice,  consent  or waiver  hereunder,  or  whether
sufficient  funds are available for  redemption or for any

                                       6
<PAGE>

other purpose and for the purpose of making the calculations required by Section
313 of the Trust  Indenture Act, (w) the principal  amount of any Original Issue
Discount  Securities  that  may be  counted  in  making  such  determination  or
calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the  amount of  principal  thereof  that  would be (or shall  have been
declared  to be) due and  payable,  at the  time of such  determination,  upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.2, (x)
the principal amount of any Security  denominated in a Foreign Currency that may
be counted in making such  determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the Dollar equivalent, determined
as of the date such Security is originally issued by the Company as set forth in
an  Exchange  Rate  Officers'  Certificate  delivered  to  the  Trustee,  of the
principal  amount (or, in the case of an Original Issue Discount  Security,  the
Dollar  equivalent as of such date of original issuance of the amount determined
as provided in clause (w) above) of such Security,  (y) the principal  amount of
any  Indexed  Security  that may be  counted  in making  such  determination  or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the  principal  face amount of such  Indexed  Security at original  issuance,
unless otherwise provided with respect to such security pursuant to Section 3.1,
and (z) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other  obligor  shall be  disregarded
and deemed not to be  Outstanding,  except  that,  in  determining  whether  the
Trustee  shall be  protected in making such  calculation  or in relying upon any
such request, demand, authorization,  direction, notice, consent or waiver, only
Securities  which  the  Trustee  knows to be so owned  shall be so  disregarded.
Securities  so owned  which have been  pledged in good faith may be  regarded as
Outstanding if the pledgee  establishes to the  satisfaction  of the Trustee the
pledgee's  right so to act with respect to such  Securities and that the pledgee
is not the Company or any other obligor upon the  Securities or any Affiliate of
the Company or of such other obligor.

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

     "Periodic  Offering"  means an offering of Securities of a series from time
to time the specific terms of which Securities,  including,  without limitation,
the rate or rates of interest or formula  for  determining  the rate or rates of
interest thereon, if any, the Maturity thereof and the redemption provisions, if
any, with respect thereto, are to be determined by the Company upon the issuance
of such Securities.

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

     "Place of Payment",  when used with respect to the  Securities of or within
any series,  means the place or places where the principal of, premium,  if any,
and interest,  if any, and any other payments on such  Securities are payable as
specified as contemplated by Sections 3.1 and 9.2.

     "Predecessor  Security" of any  particular  Security  means every  previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security  and,

                                       7
<PAGE>

for the purposes of this definition,  any Security  authenticated  and delivered
under Section 3.6 in exchange for or in lieu of a mutilated,  destroyed, lost or
stolen  Security  shall be deemed to  evidence  the same debt as the  mutilated,
destroyed, lost or stolen Security.

     "Preferred  Stock"  means any and all shares of series and classes of stock
of the Company designated as preferred stock, whether voting or non-voting,  and
whether now outstanding or issued after the date of this Indenture.

     "Principal  Amount",  when used with  respect  to any  Security,  means the
amount of principal,  if any, payable in respect thereof at Maturity;  provided,
however, that when used with respect to an Indexed Security in any context other
than the making of payments at Maturity,  "principal amount" means the principal
face amount of such Indexed Security at original issuance.

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

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

     "Registered Security" means any Security issued hereunder and registered as
to principal and interest in the Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the  Registered  Securities of or within any series means the date  specified
for that purpose as contemplated by Section 3.1.

     "Responsible  Officer",  when used with respect to the Trustee,  shall mean
any officer within the corporate trust department of the Trustee,  including any
vice  president,  any assistant vice  president,  any assistant  secretary,  any
assistant  treasurer,  any trust  officer,  or any other  officer of the Trustee
customarily  performing  functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such officer's knowledge of and familiarity with a
particular   subject   and  who  shall  have  direct   responsibility   for  the
administration of this Indenture.

     "Security" or  "Securities"  has the meaning stated in the first recital of
this  Indenture  and more  particularly  means any security or securities of the
Company issued, authenticated and delivered under this Indenture.

     "Senior  Credit  Agreement"  means the Second  Amended and Restated  Credit
Agreement among Federal-Mogul Corporation, The Chase Manhattan Bank as Agent and
the lenders thereunder, dated as of December 18, 1997, as amended.

     "Special  Record Date" for the payment of any  Defaulted  Interest  means a
date fixed by the Trustee pursuant to Section 3.7.

     "Stated  Maturity",   when  used  with  respect  to  any  Security  or  any
installment of principal thereof or interest  thereon,  means the date specified
in such Security or in a coupon

                                       8
<PAGE>

representing  such  installment  of  interest  as the  fixed  date on which  the
principal of such Security or such  installment  of principal or interest is due
and payable.

     "Subsidiary" of any Person means any Person of which at least a majority of
capital  stock  having  ordinary  voting  power for the election of directors or
other  governing body of such Person is owned by such Person directly or through
one or more Subsidiaries of such Person.

     "Total Assets" means,  at any date, the total assets  appearing on the most
recently prepared consolidated balance sheet of the Company and its consolidated
Subsidiaries  as at the end of a fiscal  quarter  of the  Company,  prepared  in
accordance with generally accepted accounting principles.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in effect on
the date of this Indenture, except as provided in Section 8.3.

     "Trustee"  means the party  named as such in the  first  paragraph  of this
Indenture  until a successor  Trustee  replaces  it  pursuant to the  applicable
provisions of this Indenture,  and thereafter  means such successor  Trustee and
if, at any time, there is more than one Trustee,  "Trustee" as used with respect
to the  Securities  of any series  shall mean the  Trustee  with  respect to the
Securities of that series.

     "United  States"  means,  unless  otherwise  specified  with respect to the
Securities  of any series as  contemplated  by Section 3.1 the United  States of
America  (including the States and the District of Columbia),  its  territories,
its possessions and other areas subject to its jurisdiction.

     "U.S.  Person"  means,  unless  otherwise  specified  with  respect  to the
Securities of any series as contemplated by Section 3.1, a citizen,  national or
resident  of the United  States,  a  corporation,  partnership  or other  entity
created or organized in or under the laws of the United  States or any political
subdivision  thereof,  or an estate or trust,  the income of which is subject to
United States federal income taxation regardless of its source.

                                       9
<PAGE>

     (b) The following  terms shall have the meanings  specified in the Sections
referred to opposite such term below:

           Term                                                   Section
           ----                                                   -------
           "Act"                                                  1.4(a)
           "Bankruptcy Law"                                       5.1
           "Component Currency"                                   3.12(d)
           "Conversion Date"                                      3.12(d)
           "Custodian"                                            5.1
           "Defaulted Interest"                                   3.7(b)
           "Election Date"                                        3.12(h)
           "Event of Default"                                     5.1
           "Notice of Default"                                    5.1(3)
           "Register"                                             3.5
           "Registrar"                                            3.5
           "Valuation Date"                                       3.7(c)

     Section 1.2. Compliance  Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take an action  under any  provision of
this  Indenture,   the  Company  shall  furnish  to  the  Trustee  an  Officers'
Certificate stating that all conditions precedent,  if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel  stating  that in the  opinion of such  counsel  all such  conditions
precedent,  if any, have been complied with, except that in the case of any such
application  or  request  as to  which  the  furnishing  of  such  documents  is
specifically  required  by any  provision  of this  Indenture  relating  to such
particular  application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant  provided for in this  Indenture  (other than pursuant to Sections 2.3,
3.3 and 9.6) shall include:

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

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

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

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

     Section  1.3.  Form of Documents  Delivered  to Trustee.  In any case where
several  matters are required to be  certified  by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such

                                       10
<PAGE>

Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

     Any  certificate,  statement or opinion of an Officer of the Company or the
Guarantors  or of counsel  may be based,  insofar  as it  relates to  accounting
matters, upon a certificate or opinion of or representations by an accountant or
firm of  accountants  in the  employ of the  Company,  unless  such  Officer  or
counsel, as the case may be, knows, or in the exercise of reasonable care should
know,  that the  certificate or opinion or  representations  with respect to the
accounting matters upon which his certificate, statement or opinion is based are
erroneous.

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

     Any acts to be taken  or  matters  to be  established  pursuant  to a Board
Resolution  may be  taken  or  established  by one or  more  Officers  or  other
individuals authorized to act pursuant to a Board Resolution.

     Section  1.4.  Acts of Holders.  (a) Any  request,  demand,  authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders  may be embodied  in and  evidenced  by one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required,  to the
Company and the  Guarantors.  Such  instrument  or  instruments  (and the action
embodied therein and evidenced  thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments.  Proof of execution
of any such  instrument  or of a  writing  appointing  any such  agent  shall be
sufficient  for any purpose of this  Indenture  and  conclusive  in favor of the
Trustee and the Company and the  Guarantors,  if made in the manner  provided in
this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate  of a notary  public  or  other  officer  authorized  by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution

                                       11
<PAGE>

thereof. Where such execution is by a signer acting in a capacity other than his
individual  capacity,  such  certificate  or  affidavit  shall  also  constitute
sufficient  proof of his  authority.  The fact and date of the  execution of any
such instrument or writing,  or the authority of the Person  executing the same,
may also be proved in any  other  reasonable  manner  which  the  Trustee  deems
sufficient.

     (c) The ownership of Bearer  Securities  may be proved by the production of
such Bearer Securities or by a certificate executed by any trust company,  bank,
banker or other  depositary,  wherever  situated,  if such certificate  shall be
deemed by the  Trustee  to be  satisfactory,  showing  that at the date  therein
mentioned such Person had on deposit with such  depositary,  or exhibited to it,
the  Bearer  Securities  therein  described;  or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer  Securities,  if such
certificate  or  affidavit  is deemed by the  Trustee  to be  satisfactory.  The
Trustee and the Company may assume that such  ownership  of any Bearer  Security
continues until (i) another such  certificate or affidavit  bearing a later date
issued in respect of the same  Bearer  Security  is  produced,  (ii) such Bearer
Security  is produced  to the  Trustee by some other  Person,  (iii) such Bearer
Security is  surrendered  in  exchange  for a  Registered  Security or (iv) such
Bearer Security is no longer Outstanding. The ownership of Bearer Securities may
also  be  proved  in  any  other  reasonable  manner  which  the  Trustee  deems
sufficient.

     (d) The ownership of Registered Securities shall be proved by the Register.

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

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

                                       12
<PAGE>

     (g) The  Trustee  may  set any day as a  record  date  for the  purpose  of
determining  the Holders of any series  entitled to join in the giving or making
of (i) any Notice of Default,  (ii) any declaration of acceleration  referred to
in Section  5.2,  (iii) any  direction  referred  to in Section  5.8 or (iv) any
request to institute  proceedings  referred to in Section  5.9(2),  in each case
with  respect  to  Securities  of such  series.  If such a record  date is fixed
pursuant to this paragraph,  the relevant action may be taken or given before or
after such record date,  but only the Holders of record at the close of business
on such record date shall be deemed to be holders of a series for the purpose of
determining   whether  Holders  of  the  requisite   proportion  of  Outstanding
Securities of such series have authorized or agreed or consented to such action,
and for that purpose the Outstanding Securities of such series shall be computed
as of such record date;  provided  that no such action by Holders on such record
date shall be deemed effective unless it shall become effective  pursuant to the
provisions  of this  Indenture  not later than six months after the record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting
a new record date for any action for which a record date has previously been set
pursuant  to this  paragraph  (whereupon  the record date  previously  set shall
automatically  and with no action by any Person be cancelled  and of no effect),
and nothing in this  paragraph  shall be  construed  to render  ineffective  any
action  taken by  Holders  of the  requisite  principal  amount  of  Outstanding
Securities  of the  relevant  series on the date such action is taken.  Promptly
after any record date is set pursuant to this  paragraph,  the  Trustee,  at the
Company's  expense,  shall cause  notice of such  record  date and the  proposed
action by Holders to be given to the  Company in writing  and to each  Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

     Section 1.5. Notices, etc., to the Trustee, the Company and the Guarantors.
Any request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other  document  provided or permitted  by this  Indenture to be made
upon, given or furnished to, or filed with,

     (a) the Trustee by any Holder or by the Company or any  Guarantor  shall be
sufficient  for every  purpose  hereunder  (unless  otherwise  herein  expressly
provided) if in writing and mailed,  first-class postage prepaid, to the Trustee
at  its   Corporate   Trust   Office,   Attention:   Corporate   Trust   Trustee
Administration, or

     (b) the Company, or any Guarantor, by the Trustee or by any Holder shall be
sufficient  for every  purpose  hereunder  (unless  otherwise  herein  expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company,
or  any  Guarantor,   addressed  to  it  at  Federal-Mogul  Corporation,   26555
Northwestern Highway, Southfield,  Michigan 48034, Attention: General Counsel or
at any other  address  previously  furnished  in writing  to the  Trustee by the
Company.

     Section 1.6. Notice to Holders;  Waiver.  Where this Indenture provides for
notice to  Holders  of an event (i) if any of the  Securities  affected  by such
event are  Registered  Securities,  such notice to the Holders  thereof shall be
sufficiently  given (unless  otherwise herein expressly  provided) if in writing
and mailed  first-class  postage  prepaid to each such  Holder  affected by such
event,  at his address as it appears in the Register  within the time prescribed
for the giving of such notice  and,  (ii) if any of the  Securities  affected by
such  event are  Bearer  Securities,  notice  to the  Holders  thereof  shall be
sufficiently  given  (unless  otherwise  herein or in the  terms of such  Bearer
Securities  expressly provided) if published once in an Authorized

                                       13
<PAGE>

Newspaper in New York, New York and in such other city or cities, if any, as may
be specified as contemplated by Section 3.1.

     In any case where  notice to Holders is given by mail,  neither the failure
to mail such notice,  nor any defect in any notice so mailed,  to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders
of Registered  Securities or the  sufficiency of any notice to Holders of Bearer
Securities  given as  provided  herein.  In any case  where  notice  is given to
Holders by  publication,  neither the failure to publish  such  notice,  nor any
defect in any notice so published,  shall affect the  sufficiency of such notice
with respect to other  Holders of Bearer  Securities or the  sufficiency  of any
notice with respect to any Holders of  Registered  Securities  given as provided
herein.  Any notice mailed to a Holder in the manner herein  prescribed shall be
conclusively  deemed to have been  received by such Holder,  whether or not such
Holder actually receives such notice.

     If by reason of the  suspension of regular mail service or by reason of any
other cause it shall be  impracticable  to give such  notice as provided  above,
then such  notification  as shall be made with the approval of the Trustee shall
constitute a  sufficient  notification  for every  purpose  hereunder.  If it is
impossible or, in the opinion of the Trustee,  impracticable  to give any notice
by  publication  in the manner herein  required,  then such  publication in lieu
thereof as shall be made with the  approval of the Trustee  shall  constitute  a
sufficient publication of such notice.

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

     Where this Indenture provides for notice in any manner,  such notice may be
waived in writing by the Person  entitled to receive such notice,  either before
or after the event  and such  waiver  shall be the  equivalent  of such  notice.
Waivers of notice by Holders  shall be filed with the  Trustee,  but such filing
shall not be a  condition  precedent  to the  validity  of any  action  taken in
reliance upon such waiver.

     Section  1.7.  Headings  and Table of  Contents.  The  Article  and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

     Section 1.8.  Successors and Assigns.  All covenants and agreements in this
Indenture  by the  Company  and  the  Guarantors  shall  bind  their  respective
successors and assigns, whether so expressed or not.

     Section 1.9.  Separability.  In case any provision of this Indenture or the
Securities or the Guarantees  shall be invalid,  illegal or  unenforceable,  the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

     Section 1.10.  Benefits of Indenture.  Nothing in this  Indenture or in the
Securities or the  Guarantees,  expressed or implied,  shall give to any Person,
other than the parties  hereto and their  successors  hereunder and the Holders,
any  benefit  or any  legal or  equitable  right,  remedy  or claim  under  this
Indenture.

                                       14
<PAGE>

     Section 1.11. Governing Law. THIS INDENTURE, THE SECURITIES AND ANY COUPONS
APPERTAINING  THERETO AND THE GUARANTEES  SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Indenture is subject to
the  Trust  Indenture  Act and if any  provision  hereof  limits,  qualifies  or
conflicts with any provision of the Trust Indenture Act, which is required under
such Act to be a part of and govern this Indenture,  the latter  provision shall
control.  If any provision of this Indenture  modifies or excludes any provision
of the Trust  Indenture  Act which may be so  modified  or  excluded  the latter
provision  shall be deemed to apply to this  Indenture  as so  modified or to be
excluded,  as the case may be.  Whether or not this  Indenture is required to be
qualified  under the Trust  Indenture Act, the provisions of the Trust Indenture
Act required to be included in an indenture in order for such indenture to be so
qualified  shall be deemed to be included in this Indenture with the same effect
as if such provisions were set forth herein and any provisions  hereof which may
not be  included in an  indenture  which is so  qualified  shall be deemed to be
deleted or  modified  to the extent  such  provisions  would be  required  to be
deleted or modified in an indenture so qualified.

     Section 1.12. Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date,  sinking fund payment date,  Stated Maturity or Maturity of any
Security   shall  not  be  a  Business  Day  at  any  Place  of  Payment,   then
(notwithstanding  any other  provision  of this  Indenture or of any Security or
coupon other than a provision in the Securities of any series which specifically
states  that such  provision  shall  apply in lieu of this  Section)  payment of
principal,  premium, if any, or interest, if any, need not be made at such Place
of Payment on such date, but may be made on the next succeeding  Business Day at
such  Place of  Payment  with the same force and effect as if made on such date;
provided  that no interest  shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.


                                    ARTICLE 2

                                 SECURITY FORMS

     Section  2.1.  Forms  Generally.  The  Securities  of each  series  and the
coupons,  if any, to be attached thereto shall be in substantially  such form as
shall be  established  by or  pursuant to a Board  Resolution  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 may be
required  to comply  with the rules of any  securities  exchange  or  Depositary
therefor  or as  may,  consistently  herewith,  be  determined  by the  officers
executing such  Securities and coupons,  if any, as evidenced by their execution
of the Securities and coupons, if any. If temporary Securities of any series are
issued as permitted  by Section 3.4, the form thereof also shall be  established
as provided in the preceding  sentence.  If the forms of Securities and coupons,
if any, of any series are  established  by, or by action  taken  pursuant  to, a
Board  Resolution,  a copy of the Board Resolution  together with an appropriate
record  of any such  action  taken  pursuant  thereto,  including  a copy of the
approved  form of  Securities  or coupons,  if any,  shall be  certified  by the
Secretary or an Assistant  Secretary of the

                                       15
<PAGE>

Company and  delivered to the Trustee at or prior to the delivery of the Company
Order  contemplated by Section 3.3 for the  authentication  and delivery of such
Securities.

     Unless   otherwise   specified  as  contemplated  by  Section  3.1,  Bearer
Securities shall have interest coupons attached.

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

     Section 2.2. Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:

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

                                                    The Bank of New York
                                                         as Trustee


                                                    -------------------------
                                                    by Authorized Signatory


     Section 2.3. Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form,  any such  Security may provide
that it shall  represent  the  aggregate  or  specified  amount  of  Outstanding
Securities  from time to time  endorsed  thereon and may also  provide  that the
aggregate amount of Outstanding  Securities represented thereby may from time to
time be reduced or increased to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount,
or changes in the  rights of  Holders,  of  Outstanding  Securities  represented
thereby,  shall be made in such manner and by such Person or Persons as shall be
specified  therein  or in the  Company  Order  to be  delivered  to the  Trustee
pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3 and, if
applicable, Section 3.4, the Trustee shall deliver and redeliver any security in
permanent global form in the manner and upon instructions given by the Person or
Persons specified  therein or in the applicable  Company Order. Any instructions
by the Company  with  respect to  endorsement  or delivery  or  redelivery  of a
Security in global form shall be in writing but need not comply with Section 1.2
hereof and need not be accompanied by an Opinion of Counsel.

     The  provisions  of the last  paragraph  of Section  3.3 shall apply to any
Security  in  global  form if such  Security  was never  issued  and sold by the
Company  and the Company  delivers  to the  Trustee the  Security in global form
together with written  instructions  (which need not comply with Section 1.2 and
need not be  accompanied  by an Opinion of Counsel) with regard to the reduction
in the principal  amount of Securities  represented  thereby,  together with the
written statement contemplated by the last paragraph of Section 3.3.

                                       16
<PAGE>

     Notwithstanding  the provisions of Section 2.1, unless otherwise  specified
as  contemplated by Section 3.1,  payment of principal of, premium,  if any, and
interest,  if any, on any Security in permanent global form shall be made to the
Person or Persons specified therein.

     Section 2.4. Form of Legend for  Securities in Global Form.  Any Registered
Security in global  form  authenticated  and  delivered  hereunder  shall bear a
legend in substantially  the following form with such changes as may be required
by the Depositary:

     THIS  SECURITY  IS IN GLOBAL  FORM  WITHIN  THE  MEANING  OF THE  INDENTURE
     HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
     NOMINEE OF A  DEPOSITARY.  UNLESS AND UNTIL IT IS  EXCHANGED IN WHOLE OR IN
     PART FOR  SECURITIES  IN  CERTIFICATED  FORM IN THE  LIMITED  CIRCUMSTANCES
     DESCRIBED IN THE INDENTURE,  THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
     A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
     THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
     THE  DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR  DEPOSITARY OR A NOMINEE
     OF SUCH SUCCESSOR DEPOSITARY.


                                    ARTICLE 3

                                 THE SECURITIES

     Section  3.1.  Amount  Unlimited;  Issuable  in Series.  (a) The  aggregate
principal amount of Securities  which may be  authenticated  and delivered under
this  Indenture is unlimited.  The Securities may be issued from time to time in
one or more series.

     (b)      The  following  matters shall be established  with respect to each
series of Securities issued hereunder (i) by a Board Resolution,  (ii) by action
taken pursuant to a Board  Resolution and (subject to Section 3.3) set forth, or
determined in the manner provided,  in an Officers'  Certificate or (iii) in one
or more indentures supplemental hereto:

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

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be  authenticated  and delivered  under this Indenture
     (which  limit  shall  not  pertain  to  (i)  Securities  authenticated  and
     delivered upon  registration of transfer of, or in exchange for, or in lieu
     of, other  Securities of the series pursuant to Section 3.4, 3.5, 3.6, 8.6,
     or 10.7 and (ii) any  Securities  which,  pursuant to the last paragraph of
     Section  3.3,  are deemed never to have been  authenticated  and  delivered
     hereunder);

          (3) the date or dates on which the  principal of and premium,  if any,
     on the  Securities of the series is payable or the method of  determination
     thereof;

                                       17
<PAGE>

          (4) the rate or rates at which the Securities of the series shall bear
     interest,  if any,  or the  method  of  calculating  such  rate or rates of
     interest,  the date or dates from which such  interest  shall accrue or the
     method  by which  such  date or dates  shall be  determined,  the  Interest
     Payment Dates on which any such interest shall be payable and, with respect
     to Registered Securities, the Regular Record Date, if any, for the interest
     payable on any Registered Security on any Interest Payment Date;

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

          (6) the period or periods within which,  the price or prices at which,
     the currency or currencies (including currency unit or units) in which, and
     the other terms and conditions upon which,  Securities of the series may be
     redeemed or otherwise purchased,  in whole or in part, at the option of the
     Company  and,  if other than as provided in Section 10, the manner in which
     the  particular  Securities of such series (if less than all  Securities of
     such series are to be redeemed) are to be selected for redemption;

          (7) the obligation, if any, and the limitations, if any, on the rights
     of the Company to redeem or purchase  Securities of the series  pursuant to
     any  sinking  fund or  analogous  provisions  or upon  the  happening  of a
     specified  event or at the option of a Holder  thereof or at the  Company's
     option or  otherwise,  or to apply any  purchases of Securities to any such
     redemption,  and, if any, the period or periods within which,  the price or
     prices at which, the application of purchases to redemptions, and the other
     terms and conditions upon which  Securities of the series shall be redeemed
     or purchased, in whole or in part;

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

          (9) if other than  Dollars,  the  currency  or  currencies  (including
     currency  unit or units) in which the principal  of,  premium,  if any, and
     interest,  if any, on the Securities of the series shall be payable,  or in
     which the Securities of the series shall be denominated, and the particular
     provisions  applicable  thereto in  accordance  with, in addition to, or in
     lieu of the  provisions of Section 3.12,  and whether the Securities of the
     series may be satisfied and discharged other than as provided in Article 4;

          (10) if the payments of principal of, premium, if any, or interest, if
     any, on the Securities of the series are to be made, at the election of the
     Company or a Holder, in a currency or currencies  (including  currency unit
     or units)  other  than that in which such  Securities  are  denominated  or
     designated to be payable,  the currency or currencies  (including  currency
     unit or  units)  in which  such  payments  are to be made,  the  terms  and
     conditions  of such payments and the manner in which the exchange rate with
     respect to such payments shall be determined, and the particular provisions
     applicable  thereto in  accordance  with, in addition to, or in lieu of the
     provisions of Section 3.12, and whether

                                       18
<PAGE>

     the Securities of the series may be satisfied and discharged  other than as
     provided in Article 4;

          (11) if the amount of payments of principal of,  premium,  if any, and
     interest,  if any, on the Securities of the series shall be determined with
     reference to an index,  formula or other method  (which  index,  formula or
     method  may be based,  without  limitation,  on a  currency  or  currencies
     (including  currency unit or units) other than that in which the Securities
     of the series are  denominated  or  designated  to be payable),  the index,
     formula or other method by which such amounts shall be determined;

          (12) if other than the principal  amount  thereof,  the portion of the
     principal  amount of such  Securities  of the series which shall be payable
     upon  declaration of  acceleration  thereof  pursuant to Section 5.2 or the
     method by which such portion shall be determined;

          (13) if the  principal  amount  payable at the Stated  Maturity of any
     Securities  of the series  will not be  determinable  as of any one or more
     dates prior to the Stated Maturity,  the amount which shall be deemed to be
     the principal amount of such Securities as of any such date for any purpose
     thereunder or hereunder, including the principal amount thereof which shall
     be due and  payable  upon any  Maturity  other than the Stated  Maturity or
     which shall be deemed to be  Outstanding as of any date prior to the Stated
     Maturity  (or, in any such case,  the manner in which such amount deemed to
     be the principal amount shall be determined);

          (14) if other than as provided in Section  3.7, the Person to whom any
     interest on any Registered  Security of the series shall be payable and the
     manner  in  which,  or the  Person  to whom,  any  interest  on any  Bearer
     Securities of the series shall be payable,  and the extent to which, or the
     manner in which  (including any  certification  requirement and other terms
     and  conditions  under  which),  any  interest  payable on a  temporary  or
     permanent global Security on an Interest Payment Date will be paid if other
     than in the manner provided in Section 2.3 and Section 3.4, as applicable;

          (15)  provisions,  if any,  granting  special rights to the Holders of
     Securities  of the  series  upon the  occurrence  of such  events as may be
     specified or any  provisions  which may be related to rights of the Holders
     to give any  notice of  acceleration,  or to waive any past  default  or to
     rescind and annul any declaration of acceleration  and its  consequences or
     to  institute  or control any  proceeding  for any remedy  with  respect to
     Securities of the series;

          (16) any deletions from,  modifications  of or additions to the Events
     of Default set forth in Section  5.1 or remedies  set forth in Article 5 or
     covenants  of  the  Company  set  forth  in  Article  9  pertaining  to the
     Securities of the series;

          (17) under what circumstances, if any, the Company will pay additional
     amounts on the Securities of that series held by a Person who is not a U.S.
     Person in respect of taxes or similar charges  withheld or deducted and, if
     so,  whether  the  Company

                                       19
<PAGE>

     will have the option to redeem or otherwise purchase such Securities rather
     than pay such additional amounts (and the terms of any such option);

          (18) whether  Securities of the series shall be issuable as Registered
     Securities or Bearer  Securities  (with or without  interest  coupons),  or
     both, and any restrictions  applicable to the offering, sale or delivery of
     Bearer  Securities and, if other than as provided in Section 3.5, the terms
     upon which Bearer  Securities of a series may be exchanged  for  Registered
     Securities of the same series and vice versa;

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

          (20) the forms of the Securities and coupons, if any, of the series;

          (21) the  applicability,  if any, to the  Securities  of or within the
     series of  Sections  4.4 and 4.5,  or such  other  means of  defeasance  or
     covenant  defeasance as may be specified for the Securities and coupons, if
     any, of such series, and, if the Securities are payable in a currency other
     than  Dollars,  whether,  for the  purpose of such  defeasance  or covenant
     defeasance  the term  "Government  Obligations"  shall include  obligations
     referred to in the definition of such term which are not obligations of the
     United States or an agency or instrumentality of the United States;

          (22) if other than the Trustee,  the identity of the Registrar and any
     Paying Agent;

          (23) the designation of the initial Exchange Rate Agent, if any;

          (24) if the  Securities  of the series  shall be issued in whole or in
     part in global form (i) the Depositary for such global Securities, (ii) the
     form of any legend in  addition  to or in lieu of that in Section 2.4 which
     shall be borne by such global security,  (iii) whether beneficial owners of
     interests in any  Securities of the series in global form may exchange such
     interests for  certificated  Securities of such series and of like tenor of
     any authorized form and denomination, and (iv) if other than as provided in
     Section 3.5, the circumstances under which any such exchange may occur;

          (25)  whether  Securities  of the series are  convertible  into Common
     Stock or Preferred Stock,  and, if so, the class or series of capital stock
     of the Company into which such Securities are convertible and the terms and
     conditions  upon which such  conversion  will be  effected,  including  the
     initial   conversion   price  or  conversion  rate  and  other   conversion
     provisions; and

          (26)  any  other  terms  of  the  series  (which  terms  shall  not be
     inconsistent  with the provisions of this Indenture and the Trust Indenture
     Act) including any terms which may be required by or advisable under United
     States laws or  regulations  or advisable (as determined by the Company) in
     connection with the marketing of Securities of the series.

                                       20
<PAGE>

     (c)      All Securities of any one series and coupons, if any, appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of  Registered  Securities,  as to  denomination  and  except as may
otherwise be provided (i) by a Board  Resolution,  (ii) by action taken pursuant
to a Board  Resolution  and (subject to Section 3.3) set forth or  determined in
the  manner  provided,  in the  related  Officers'  Certificate  or  (iii) in an
indenture  supplemental  hereto.  All  Securities  of any one series need not be
issued  at the same  time  and,  unless  otherwise  provided,  a  series  may be
reopened,  without the  consent of the  Holders,  for  issuances  of  additional
Securities of such series.

     (d)      If  any  of  the  terms  of  the  Securities  of  any  series  are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution  shall  be  certified  by the  Corporate  Secretary  or an  Assistant
Secretary  of the  Company  and  delivered  to the  Trustee  at or  prior to the
delivery of the Officers' Certificate setting forth, or providing the manner for
determining,  the terms of the  Securities  of such series,  and an  appropriate
record of any action taken pursuant  thereto in connection  with the issuance of
any  Securities  of such series shall be  delivered to the Trustee  prior to the
authentication  and delivery  thereof.  With respect to  Securities  of a series
subject to a Periodic Offering, such Board Resolutions or Officers' Certificates
may provide  general terms for Securities of such series and provide either that
the specific terms of particular securities of such series shall be specified in
a Company Order,  or that such terms shall be determined by the Company,  or one
or more of its agents  designated in its Officers'  Certificates,  in accordance
with the  Company  Order,  as  contemplated  by the first  proviso  of the third
paragraph of Section 3.3.

     Section 3.2.  Denominations.  Unless otherwise  provided as contemplated by
Section  3.1,  any  Registered  Securities  of a  series  shall be  issuable  in
denominations  of  $1,000  and any  integral  multiple  thereof  and any  Bearer
Securities  of a series  shall be  issuable in  denominations  of $5,000 and any
integral multiples thereof.

     Section 3.3.  Execution,  Authentication,  Delivery and Dating.  Securities
shall be  executed  on behalf of the  Company by an Officer  and  attested  by a
second Officer. The signatures of any of these Officers on the Securities may be
manual or facsimile.  The coupons,  if any, of Bearer  Securities shall bear the
facsimile signature of two Officers.

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

     At any time and from time to time,  the  Company  may  deliver  Securities,
together with any coupons  appertaining  thereto,  of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  Securities,  and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however,  that in the case of  Securities  offered in a Periodic  Offering,  the
Trustee  shall  authenticate  and deliver such  Securities  from time to time in
accordance  with such  other  procedures  (including,  without  limitation,  the
receipt by the Trustee of oral or  electronic  instructions  from the Company or
its duly authorized agents, promptly confirmed in

                                       21
<PAGE>

writing) reasonably acceptable to the Trustee as may be specified by or pursuant
to a  Company  Order  delivered  to the  Trustee  prior to the time of the first
authentication of Securities of such series.

     If the form or terms of the Securities of a series have been established by
or pursuant to one or more Board  Resolutions  as  permitted by Sections 2.1 and
3.1,  in   authenticating   such   Securities   and  accepting  the   additional
responsibilities  under this  Indenture  in  relation  to such  Securities,  the
Trustee shall be entitled to receive, and (subject to Section 315(a) through (d)
of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion
of Counsel stating,

          (1) if the  forms  of  such  Securities  and  any  coupons  have  been
     established  by or pursuant to a Board  Resolution  as permitted by Section
     2.1,  that  such  forms  have  been  established  in  conformity  with  the
     provisions of this Indenture;

          (2) if the  terms  of  such  Securities  and  any  coupons  have  been
     established  by or pursuant to a Board  Resolution  as permitted by Section
     3.1,  that such terms have been,  or in the case of  Securities of a series
     offered in a Periodic Offering, will be, established in conformity with the
     provisions of this Indenture,  subject in the case of Securities offered in
     a  Periodic  Offering,  to any  conditions  specified  in such  Opinion  of
     Counsel; and

          (3)  that  such  Securities  together  with any  coupons  appertaining
     thereto,  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 binding  obligations of the
     Company, enforceable in accordance with their terms, subject to bankruptcy,
     insolvency,  fraudulent  transfer,  reorganization,  moratorium  and  other
     similar  laws  of  general  applicability  relating  to  or  affecting  the
     enforcement  of  creditors'  rights and to general  equity  principles  and
     except  further as enforcement  thereof may be limited by (A)  requirements
     that a claim  with  respect  to any  Securities  denominated  other than in
     Dollars (or a Foreign Currency or currency unit judgment in respect of such
     claim) be converted into Dollars at a rate of exchange prevailing on a date
     determined  pursuant to  applicable  law or (B)  governmental  authority to
     limit,  delay or prohibit the making of payments in Foreign  Currencies  or
     currency units or payments outside the United States.

Notwithstanding  that such form or terms have been so  established,  the Trustee
shall have the right to  decline  to  authenticate  such  Securities  if, in the
written  opinion of counsel to the Trustee  (which counsel may be an employee of
the Trustee) reasonably  acceptable to the Company, the issue of such Securities
pursuant to this  Indenture  will  adversely  affect the  Trustee's  own rights,
duties or  immunities  under this  Indenture  or otherwise in a manner which the
Trustee reasonably determines,  by action of its board of directors or trustees,
executive  committee,  or a trust  committee  of  directors  or trustees or vice
presidents,  that such action would expose the Trustee to personal  liability to
existing Holders.  Notwithstanding the generality of the foregoing,  the Trustee
will  not be  required  to  authenticate  Securities  denominated  in a  Foreign
Currency if the Trustee  reasonably  believes that it would be unable to perform
its duties with respect to such Securities.

                                       22
<PAGE>

     Notwithstanding  the  provisions  of Section  3.1 and of the two  preceding
paragraphs,  if all of the  Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required  pursuant to Section  3.1 or the  Company  Order and Opinion of Counsel
otherwise  required pursuant to the two preceding  paragraphs in connection with
the  authentication  of each  Security  of such series if such  documents,  with
appropriate  modifications to cover such future  issuances,  are delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

     With respect to Securities of a series offered in a Periodic Offering,  the
Trustee and all other Holders may rely upon the documents  delivered pursuant to
Sections 2.1 and 3.1 and this Section,  as  applicable,  in connection  with the
first authentication of Securities of such series.

     If the Company shall establish  pursuant to Section 3.1 that the Securities
of a  series  are to be  issued  in whole or in part in  global  form,  then the
Company shall execute and the Trustee shall, in accordance with this Section and
the Company Order with respect to such series,  authenticate  and deliver one or
more Securities in global form that (i) shall represent and shall be denominated
in an  amount  equal  to the  aggregate  principal  amount  of  the  Outstanding
Securities  of such series to be  represented  by such Security or Securities in
global form, (ii) shall be registered,  if a Registered Security, in the name of
the  Depositary for such Security or Securities in global form or the nominee of
such  Depositary,  (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such  Depositary's  instruction  and (iv) shall bear the legends set
forth  in  Section  4 and the  terms  determined  by or  pursuant  to the  Board
Resolution or supplemental indenture relating to such series.

     Each  Depositary  designated  pursuant  to  Section  3.1  for a  Registered
Security in global form must,  at the time of its  designation  and at all times
while it  serves  as  Depositary,  be a  clearing  agency  registered  under the
Securities  Exchange Act of 1934 and any other applicable statute or regulation.
The Trustee shall have no  responsibility  to determine if the  Depositary is so
registered.  Each  Depositary  shall  enter into an  agreement  with the Trustee
governing the  respective  duties and rights of such  Depositary and the Trustee
with regard to Securities issued in global form.

     Each Registered  Security shall be dated the date of its authentication and
each Bearer  Security shall be dated as of the date specified as contemplated by
Section 3.1.

     No  Security  or  coupon  appertaining  thereto  shall be  entitled  to any
benefits  under this  Indenture or be valid or obligatory  for any purpose until
authenticated  by the manual  signature of one of the authorized  signatories of
the Trustee or an  Authenticating  Agent and no coupon  shall be valid until the
Security to which it appertains has been so  authenticated.  Such signature upon
any Security  shall be conclusive  evidence,  and the only  evidence,  that such
Security has been duly  authenticated  and delivered under this Indenture and is
entitled to the benefits of this  Indenture.  Except as permitted by Section 3.6
or 3.7,  the Trustee  shall not  authenticate  and  deliver any Bearer  Security
unless all appurtenant  coupons for interest then matured have been detached and
cancelled.

                                       23
<PAGE>

     Notwithstanding   the   foregoing,   if  any   Security   shall  have  been
authenticated and delivered  hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for  cancellation  as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied  by an Opinion of Counsel)  stating
that such  Security  has never  been  issued  and sold by the  Company,  for all
purposes of this  Indenture  such  Security  shall be deemed  never to have been
authenticated and delivered  hereunder and shall not be entitled to the benefits
of this Indenture.

     Section 3.4.  Temporary  Securities.  Pending the preparation of definitive
Securities of any series,  the Company may execute and, upon Company Order,  the
Trustee shall authenticate and deliver temporary Securities of such series which
are printed, lithographed,  typewritten,  mimeographed or otherwise produced, in
any  authorized  denomination,  substantially  of the tenor  and  form,  with or
without coupons,  of the definitive  Securities in lieu of which they are issued
and  with  such  appropriate  insertions,  omissions,  substitutions  and  other
variations  as  the  officers  executing  such  Securities  may  determine,   as
conclusively  evidenced by their  execution of such  Securities and coupons,  if
any. In the case of Securities of any series,  such temporary  Securities may be
in global form,  representing all or a portion of the Outstanding  Securities of
such series.

     Except in the case of temporary  Securities  in global form,  each of which
shall be exchanged  in  accordance  with the  provisions  thereof,  if temporary
Securities  of  any  series  are  issued,  the  Company  will  cause  definitive
Securities  of such  series to be prepared  without  unreasonable  delay.  After
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive  Securities of such series upon
surrender of the temporary  Securities of such series at the office or agency of
the  Company  pursuant  to Section  9.2 in a Place of Payment  for such  series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary  Securities  of  any  series  (accompanied  by any  unmatured  coupons
appertaining   thereto),  the  Company  shall  execute  and  the  Trustee  shall
authenticate  and  deliver  in  exchange  therefor  a like  principal  amount of
definitive Securities of 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 that no
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security  unless the Trustee  shall have  received  from the person  entitled to
receive the definitive  Bearer Security a certificate  substantially in the form
approved  in or  pursuant  to the Board  Resolutions  relating  thereto and such
delivery  shall occur only outside the United  States.  Until so exchanged,  the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive  Securities of such series except as
otherwise specified as contemplated by Section 3.1.

     Section 3.5.  Registration,  Transfer and Exchange. The Company shall cause
to be kept at the  Corporate  Trust  Office of the  Trustee  or in any office or
agency to be maintained by the Company in accordance with Section 9.2 in a Place
of Payment a register  (the  "Register")  in which,  subject to such  reasonable
regulations as it may prescribe,  the Company shall provide for the registration
of  Registered  Securities  and the  registration  of  transfers  of  Registered
Securities.  The Register  shall be in written form or in any other form capable
of being  converted  into written form within a reasonable  time. The Trustee is
hereby  appointed   "Registrar"  for  the

                                       24
<PAGE>

purpose  of  registering  Registered  Securities  and  transfers  of  Registered
Securities as herein provided.

     Upon surrender for  registration of transfer of any Registered  Security of
any series at the office or agency maintained pursuant to Section 9.2 in a Place
of Payment for that series,  the Company  shall  execute,  and the Trustee shall
authenticate  and  deliver,  in  the  name  of  the  designated   transferee  or
transferees,  one or more new Registered  Securities of the same series,  of any
authorized  denominations  and of a like aggregate  principal amount  containing
identical terms and provisions.

     Bearer Securities or any coupons appertaining thereto shall be transferable
by delivery.

     At the option of the Holder,  Registered Securities of any series (except a
Registered  Security  in global  form)  may be  exchanged  for other  Registered
Securities of the same series,  of any  authorized  denominations  and of a like
aggregate  principal  amount  containing  identical terms and  provisions,  upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are so surrendered for exchange,  the Company
shall execute,  and the Trustee shall  authenticate and deliver,  the Registered
Securities  which the Holder making the exchange is entitled to receive.  Unless
otherwise specified as contemplated by Section 3.1, Bearer Securities may not be
issued in exchange for Registered Securities.

     Unless otherwise specified as contemplated by Section 3.1, at the option of
the Holder,  Bearer  Securities of such series may be exchanged  for  Registered
Securities (if the Securities of such series are issuable in registered form) or
Bearer Securities (if Bearer Securities of such series are issuable in more than
one  denomination  and such  exchanges are permitted by such series) of the same
series,  of  any  authorized  denominations  and of  like  tenor  and  aggregate
principal amount, upon surrender of the Bearer Securities to be exchanged at any
such office or agency,  with all  unmatured  coupons and all matured  coupons in
default  thereto  appertaining.  If the Holder of a Bearer Security is unable to
produce  any such  unmatured  coupon or coupons or matured  coupon or coupons in
default,  such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company and the Trustee in an amount equal
to the face amount of such missing  coupon or coupons,  or the surrender of such
missing  coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall  surrender to 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 9.2,  interest  represented by coupons shall be payable only
upon  presentation and surrender of those coupons at an office or agency located
outside the United States.  Notwithstanding  the  foregoing,  in case any Bearer
Security of any series is  surrendered  at any such office or agency in exchange
for a Registered Security of the same series after the close of business at such
office or agency on (i) any  Regular  Record  Date and  before  the  opening  of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any  Special  Record  Date and before the  opening of business at such office or
agency on the  related  date for  payment of  Defaulted  Interest,  such  Bearer
Security  shall be  surrendered  without the coupon

                                       25
<PAGE>

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

     Each  Security  issued in global form  authenticated  under this  Indenture
shall be registered in the name of the Depositary  designated for such series or
a nominee  thereof and  delivered  to such  Depositary  or a nominee  thereof or
custodian  therefor,  and  each  such  Security  issued  in  global  form  shall
constitute a single Security for all purposes of this Indenture.

     Notwithstanding any other provision (other than the provisions set forth in
the eighth, ninth and tenth paragraphs of this Section) of this Section,  unless
and until it is exchanged  in whole or in part for  Securities  in  certificated
form  in  the   circumstances   described  below,  a  Security  in  global  form
representing  all  or a  portion  of  the  Securities  of a  series  may  not be
transferred  except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee  of such  Depositary  or by such  Depositary  or any such  nominee  to a
successor Depositary for such series or a nominee of such successor Depositary.

     If at any time the Depositary  for the Securities of a series  notifies the
Company  that it is  unwilling  or  unable to  continue  as  Depositary  for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible  under  Section  3.3, the Company  shall
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the
Company  within 90 days after the Company  receives such notice or becomes aware
of such  ineligibility,  the Company's  election pursuant to Section  3.1(b)(24)
shall no longer be effective  with respect to the  Securities of such series and
the Company shall execute, and the Trustee,  upon receipt of a Company Order for
the  authentication  and delivery of  certificated  Securities of such series of
like tenor,  shall  authenticate  and deliver  Securities of such series of like
tenor in  certificated  form,  in authorized  denominations  and in an aggregate
principal  amount equal to the principal amount of the Security or Securities of
such  series of like  tenor in global  form in  exchange  for such  Security  or
Securities in global form.

     The  Company  may at  any  time  in  its  sole  discretion  determine  that
Securities of a series issued in global form shall no longer be  represented  by
such a Security or  Securities  in global form.  In such event the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and  delivery of  certificated  Securities  of such series of like tenor,  shall
authenticate   and  deliver,   Securities  of  such  series  of  like  tenor  in
certificated  form, in authorized  denominations  and in an aggregate  principal
amount  equal to the  principal  amount of the  Security or  Securities  of such
series of like tenor in global form in exchange for such  Security or Securities
in global form.

     If  specified  by the Company  pursuant  to Section  3.1 with  respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series

                                       26
<PAGE>

in exchange in whole or in part for  Securities  of such series in  certificated
form on such  terms  as are  acceptable  to the  Company  and  such  Depositary.
Thereupon,  the Company shall execute,  and the Trustee shall  authenticate  and
deliver, without service charge,

          (i) to each Person  specified by such  Depositary  a new  certificated
     Security or Securities of the same series of like tenor,  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
     Security in global form; and

          (ii) to such Depositary a new Security in global form of like tenor in
     a  denomination  equal to the  difference,  if any,  between the  principal
     amount  of the  surrendered  Security  in  global  form  and the  aggregate
     principal amount of certificated Securities delivered to Holders thereof.

     Upon  the  exchange  of  a  Security  in  global  form  for  Securities  in
certificated  form,  such  Security  in global  form shall be  cancelled  by the
Trustee.  Unless expressly provided with respect to the Securities of any series
that such  Security  may be  exchanged  for  Bearer  Securities,  Securities  in
certificated  form issued in exchange for a Security in global form  pursuant to
this  Section  shall  be  registered  in  such  names  and  in  such  authorized
denominations  as the Depositary  for such Security in global form,  pursuant to
instructions  from its  direct or  indirect  participants  or  otherwise,  shall
instruct the Trustee.  The Trustee shall deliver such  Securities to the Persons
in whose names such Securities are so registered.

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

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

     Every  Registered  Security  presented or surrendered  for  registration of
transfer or for exchange shall (if so required by the Company,  the Registrar or
the Trustee) be duly  endorsed,  or be  accompanied  by 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.

     No service charge shall be made for any registration of transfer or for any
exchange of Securities,  but the Company may require payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  or  transfer  or  exchange  of  Securities,  other  than
exchanges pursuant to Section 3.4, 8.6 or 10.7 not involving any transfer.

     The Company  shall not be required (i) to issue,  register the transfer of,
or exchange any Securities for a period  beginning at the opening of business 15
days before any selection for  redemption of Securities of like tenor and of the
series of which such  Security  is a part and ending at the close of business on
the earliest  date on which the relevant  notice of

                                       27
<PAGE>

redemption  is deemed to have been given to all  Holders of  Securities  of like
tenor and of such series to be  redeemed;  (ii) to register  the  transfer of or
exchange any Registered  Security selected for redemption,  in whole or in part,
except the  unredeemed  portion of any Security being redeemed in part; or (iii)
to exchange  any Bearer  Security  selected for  redemption,  except that such a
Bearer  Security may be exchanged  for a Registered  Security of that series and
like tenor;  provided  that such  Registered  Security  shall be  simultaneously
surrendered for redemption.

     The foregoing  provisions  relating to registration,  transfer and exchange
may be  modified,  supplemented  or  superseded  with  respect  to any series of
Securities  by or pursuant to a Board  Resolution  or in one or more  indentures
supplemental hereto.

     Section 3.6. Replacement Securities.  If a mutilated Security or a Security
with a  mutilated  coupon  appertaining  to it is  surrendered  to the  Trustee,
together with, in proper cases, such security or indemnity as may be required by
the Company or the  Trustee to save each of them  harmless,  the  Company  shall
execute and the Trustee shall authenticate and deliver a replacement  Registered
Security,  if  such  surrendered  Security  was  a  Registered  Security,  or  a
replacement   Bearer  Security  with  coupons   corresponding   to  the  coupons
appertaining to the surrendered  Security,  if such  surrendered  Security was a
Bearer  Security,  of the same  series and date of  maturity,  if the  Trustee's
requirements are met.

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

     In case any such  mutilated,  destroyed,  lost or stolen Security or coupon
has become or is about to become due and payable,  the Company in its discretion
may,  instead of issuing a new Security or coupon,  pay such Security or coupon;
provided,  however,  that payment of principal of and any premium or interest on
Bearer Securities shall, except as otherwise provided in Section 9.2, be payable
only at an office or agency  located  outside  the  United  States  and,  unless
otherwise  specified  as  contemplated  by Section  3.1,  any interest on Bearer
Securities shall be payable only upon  presentation and surrender of the coupons
appertaining thereto.

     Upon the issuance of any new Security  under this Section,  the Company may
require the payment of a sum  sufficient to cover any tax or other  governmental
charge that may

                                       28
<PAGE>

be imposed in relation  thereto and any other  expenses  (including the fees and
expenses of the Trustee, its agents and counsel) connected therewith.

     Every new Security of any series with its coupons,  if any, issued pursuant
to this  Section  in lieu of any  destroyed,  lost  or  stolen  Security,  or in
exchange for a Security to which a destroyed,  lost or stolen coupon appertains,
shall constitute an original additional  contractual  obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupon, if any, or
the  destroyed,  lost or  stolen  coupon,  shall be at any time  enforceable  by
anyone,  and shall be entitled to all the benefits of this Indenture equally and
proportionately  with any and all  other  Securities  of that  series  and their
coupons, if any, duly issued hereunder.

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

     Section 3.7.  Payment of Interest;  Interest Rights  Preserved.  (a) Unless
otherwise  provided as contemplated by Section 3.1 with respect to any series of
Securities,  interest,  if any, on any Registered Security which is payable, and
is punctually  paid or duly provided for, on any Interest  Payment Date shall be
paid to the  Person in whose  name  that  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such interest at the office or agency  maintained for such purpose  pursuant
to Section 9.2; provided,  however, that at the option of the Company,  interest
on any series of  Registered  Securities  that earn  interest may be paid (i) by
check mailed to the address of the Person entitled thereto as it shall appear on
the Register of Holders of  Securities  of such series or (ii) at the expense of
the Company,  by wire transfer to an account  maintained by the Person  entitled
thereto as specified in the Register of Holders of Securities of such series.

     Unless  otherwise  provided as  contemplated by Section 3.1 with respect to
any series of Securities,  (i) interest,  if any, on Bearer  Securities shall be
paid only against  presentation  and  surrender of the coupons for such interest
installments  as are evidenced  thereby as they mature and (ii)  original  issue
discount,  if any, on Bearer Securities shall be paid only against  presentation
and surrender of such Securities; in either case at the office of a Paying Agent
located  outside  the United  States,  unless the Company  shall have  otherwise
instructed  the  Trustee in  writing,  provided  that any such  instruction  for
payment in the United States does not cause any Bearer Security to be treated as
a  "registration-required  obligation" under United States laws and regulations.
The interest,  if any, on any temporary Bearer Security shall be paid, as to any
installment  of  interest  evidenced  by a coupon  attached  thereto,  only upon
presentation  and  surrender  of such coupon and,  as to other  installments  of
interest,  only upon  presentation of such Security for notation  thereon of the
payment of such interest.  If at the time a payment of principal of, premium, if
any, or interest,  if any, on a Bearer  Security or coupon shall become due, the
payment of the full amount so payable at the office or offices of all the Paying
Agents outside the United States is illegal or effectively  precluded because of
the imposition of exchange controls or other similar restrictions on the payment
of such amount in Dollars,  then the  Company may  instruct  the Trustee to make
such  payments at a Paying Agent  located in the United  States,  provided  that
provision  for such  payment in the United  States  would not cause such  Bearer
Security  to be treated as a  "registration-required  obligation"  under  United
States laws and regulations.

                                       29
<PAGE>

     (b)      Unless  otherwise  provided  as  contemplated  by Section 3.1 with
respect to any series of  Securities,  any interest on Registered  Securities of
any series which is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called  "Defaulted  Interest") shall forthwith
cease to be payable to the Holders on the relevant Regular Record Date by virtue
of their having been such Holders,  and such  Defaulted  Interest may be paid by
the  Company,  at its  election  in each case,  as provided in clause (1) or (2)
below:

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

          (2) The Company  may make  payment of such  Defaulted  Interest to the
     Persons in whose  names such  Registered  Securities  (or their  respective
     Predecessor  Securities)  are  registered  at the  close of  business  on a
     specified  date in any  other  lawful  manner  not  inconsistent  with  the
     requirements of any securities exchange on which such Registered Securities
     may be listed,  and upon such notice as may be  required by such  exchange,
     if,  after  notice  given by the  Company to the  Trustee  of the  proposed
     payment pursuant to this clause (2), such manner of payment shall be deemed
     practicable by the Trustee.

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

     Section  3.8.  Persons  Deemed  Owners.  Prior  to due  presentment  of any
Registered Security for registration of transfer,  the Company,  the Trustee and
any agent of the  Company or the Trustee may treat the Person in whose name such
Registered  Security is

                                       30
<PAGE>

registered as the owner of such Registered Security for the purpose of receiving
payment of principal of, premium, if any, and (subject to Section 3.7) interest,
if any,  on such  Registered  Security  and for all other  purposes  whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee  shall be affected by notice
to the contrary.

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

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall  have any  responsibility  or  liability  for any  aspect  of the  records
relating to or payments made on account of beneficial  ownership  interests of a
Security in global  form,  or for  maintaining,  supervising  or  reviewing  any
records relating to such beneficial  ownership  interests.  Notwithstanding  the
foregoing,  with respect to any Security in global  form,  nothing  herein shall
prevent the Company or the Trustee,  or any agent of the Company or the Trustee,
from giving effect to any written  certification,  proxy or other  authorization
furnished by any Depositary  (or its nominee) as a Holder,  with respect to such
Security  in global form or impair,  as between  such  Depositary  and owners of
beneficial interests in such Security in global form, the operation of customary
practices  governing  the  exercise  of the  rights of such  Depositary  (or its
nominee) as Holder of such Security in global form.

     Section 3.9.  Cancellation.  The Company at any time may deliver Securities
and coupons to the Trustee for cancellation.  The Registrar and any Paying Agent
shall forward to the Trustee any Securities and coupons  surrendered to them for
replacement,  for  registration  of transfer,  or for  exchange or payment.  The
Trustee shall cancel all Securities and coupons surrendered for replacement, for
registration of transfer, or for exchange,  payment,  redemption or cancellation
and may,  but shall not be required  to,  dispose of  cancelled  Securities  and
coupons and issue a certificate of  destruction to the Company.  The Company may
not issue new Securities to replace  Securities that it has paid or delivered to
the Trustee for  cancellation,  except as  expressly  permitted  in the terms of
Securities  for any particular  series or as permitted  pursuant to the terms of
this Indenture.

     Section 3.10.  Computation  of Interest.  Except as otherwise  specified as
contemplated by Section 3.1,  interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

     Section 3.11. CUSIP Numbers.  The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, in such case, the Trustee shall
use  "CUSIP"  numbers in notices of  redemption  as a  convenience  to  Holders;
provided that any such notice may state that no representation is made as to the
correctness  of such numbers either as printed on the Securities or as contained
in any notice of 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.

                                       31
<PAGE>

     Section 3.12. Currency and Manner of Payment in Respect of Securities.  (a)
Unless  otherwise  specified with respect to any Securities  pursuant to Section
3.1, with respect to  Registered  Securities  of any series not  permitting  the
election  provided for in  paragraph  (b) below or the Holders of which have not
made the  election  provided  for in  paragraph  (b) below,  and with respect to
Bearer  Securities  of any series,  except as provided in  paragraph  (d) below,
payment of the  principal  of,  premium,  if any, and  interest,  if any, on any
Registered  or Bearer  Security of such  series will be made in the  currency or
currencies or currency unit or units in which such Registered Security or Bearer
Security,  as the case may be, is payable.  The  provisions of this Section 3.12
may be  modified  or  superseded  pursuant  to Section  3.1 with  respect to any
Securities.

     (b) It may be provided  pursuant to Section 3.1, with respect to Registered
Securities  of any  series,  that  Holders  shall  have the  option,  subject to
paragraphs (d) and (e) below, to receive  payments of principal of, premium,  if
any, or interest, if any, on such Registered Securities in any of the currencies
or currency units which may be designated for such election by delivering to the
Trustee (or the  applicable  Paying  Agent) a written  election  with  signature
guarantees and in the applicable form  established  pursuant to Section 3.1, not
later than the close of business on the Election Date immediately  preceding the
applicable  payment  date. If a Holder so elects to receive such payments in any
such  currency or currency  unit,  such  election will remain in effect for such
Holder or any  transferee  of such Holder  until  changed by such Holder or such
transferee by written notice to the Trustee (or any applicable Paying Agent) for
such series of Registered Securities (but any such change must be made not later
than the close of business on the Election Date  immediately  preceding the next
payment  date to be effective  for the payment to be made on such payment  date,
and no such change of election  may be made with  respect to payments to be made
on any  Registered  Security of such  series  with  respect to which an Event of
Default has  occurred or with respect to which the Company has  deposited  funds
pursuant to Article 4 or with respect to which a notice of  redemption  has been
given by or on  behalf  of the  Company).  Any  Holder  of any  such  Registered
Security who shall not have  delivered  any such election to the Trustee (or any
applicable  Paying Agent) not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable  payment date in the
relevant  currency or currency unit as provided in Section 3.12(a).  The Trustee
(or the applicable Paying Agent) shall notify the Exchange Rate Agent as soon as
practicable  after  the  Election  Date of the  aggregate  principal  amount  of
Registered Securities for which Holders have made such written election.

     (c) If the election  referred to in paragraph  (b) above has been  provided
for with respect to any  Registered  Securities of a series  pursuant to Section
3.1, then,  unless otherwise  specified  pursuant to Section 3.1 with respect to
any such Registered Securities, not later than the fourth Business Day after the
Election Date for each payment date for such Registered Securities, the Exchange
Rate  Agent will  deliver to the  Company a written  notice  specifying,  in the
currency or currencies or currency unit or units in which Registered  Securities
of such series are payable,  the respective  aggregate  amounts of principal of,
premium, if any, and interest,  if any, on such Registered Securities to be paid
on such payment date,  and specifying the amounts in such currency or currencies
or currency unit or units so payable in respect of such Registered Securities as
to which the Holders of  Registered  Securities  denominated  in any currency or
currencies  or currency  unit or units shall have  elected to be paid in another
currency or currency  unit as provided in paragraph  (b) above.  If the election
referred to in paragraph (b)

                                       32
<PAGE>

above has been  provided  for with  respect to any  Registered  Securities  of a
series  pursuant to Section 3.1, and at least one Holder has made such election,
then, unless otherwise specified pursuant to Section 3.1, on the second Business
Day preceding  such payment date the Company will deliver to the Trustee (or the
applicable  Paying Agent) an Exchange Rate  Officers'  Certificate in respect of
the Dollar, Foreign Currency or Currencies,  ECU or other currency unit payments
to be made on such payment date. Unless otherwise  specified pursuant to Section
3.1, the Dollar,  Foreign  Currency or  Currencies,  ECU or other  currency unit
amount  receivable by Holders of Registered  Securities who have elected payment
in a currency or  currency  unit as  provided  in  paragraph  (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the second Business Day (the "Valuation Date")  immediately  preceding
each payment date,  and such  determination  shall be conclusive and binding for
all purposes, absent manifest error.

     (d) If a Conversion Event occurs with respect to a Foreign Currency, ECU or
any  other  currency  unit in which any of the  Securities  are  denominated  or
payable  otherwise  than  pursuant  to an  election  provided  for  pursuant  to
paragraph  (b)  above,  then,  with  respect  to each  date for the  payment  of
principal  of,  premium,  if  any,  and  interest,  if  any,  on the  applicable
Securities  denominated or payable in such Foreign  Currency,  ECU or such other
currency unit occurring after the last date on which such Foreign Currency,  ECU
or such other currency unit was used (the "Conversion  Date"),  the Dollar shall
be the  currency of payment for use on each such  payment date (but such Foreign
Currency,  ECU or such other  currency unit that was  previously the currency of
payment shall, at the Company's  election,  resume being the currency of payment
on the first such  payment  date  preceded by 15 Business  Days during which the
circumstances  which gave rise to the Dollar  becoming  such  currency no longer
prevail).  Unless otherwise specified pursuant to Section 3.1, the Dollar amount
to be paid by the Company to the Trustee or any  applicable  Paying Agent and by
the Trustee or any  applicable  Paying  Agent to the Holders of such  Securities
with respect to such  payment  date shall be, in the case of a Foreign  Currency
other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in
the case of a Foreign Currency that is a currency unit, the Dollar Equivalent of
the Currency  Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

     (e) Unless otherwise  specified pursuant to Section 3.1, if the Holder of a
Registered  Security  denominated  in any  currency or currency  unit shall have
elected to be paid in another  currency or currency unit or in other  currencies
as provided in  paragraph  (b) above,  and (i) a  Conversion  Event  occurs with
respect to any such elected currency or currency unit, such Holder shall receive
payment in the currency or currency  unit in which  payment would have been made
in the  absence of such  election  and (ii) if a  Conversion  Event  occurs with
respect to the currency or currency  unit in which  payment would have been made
in the absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this Section 3.12 (but, subject to any contravening
valid election  pursuant to paragraph (b) above, the elected payment currency or
currency unit, in the case of the  circumstances  described in clause (i) above,
or the payment currency or currency unit in the absence of such election, in the
case  of the  circumstances  described  in  clause  (ii)  above,  shall,  at the
Company's  election,  resume being the currency or currency unit of payment with
respect to Holders  who have so  elected,  but only with  respect to payments on
payment dates preceded by 15 Business Days during which the circumstances  which
gave rise to such currency or currency  unit,  in the case of the  circumstances


                                       33
<PAGE>

described in clause (i) above, or the Dollar,  in the case of the  circumstances
described in clause (ii) above, as applicable, becoming the currency or currency
unit of payment, no longer prevail).

     (f) The "Dollar  Equivalent of the Foreign Currency" shall be determined by
the Exchange Rate Agent and shall be obtained for each  subsequent  payment date
by the Exchange Rate Agent by converting  the  specified  Foreign  Currency into
Dollars at the Market Exchange Rate on the Conversion Date.

     (g) The "Dollar Equivalent of the Currency Unit" shall be determined by the
Exchange Rate Agent and, subject to the provisions of paragraph (h) below, shall
be the sum of each amount  obtained by converting  the Specified  Amount of each
Component  Currency (as each such term is defined in  paragraph  (h) below) into
Dollars at the Market Exchange Rate for such Component Currency on the Valuation
Date with respect to each payment.

     (h) For purposes of this Section  3.12 the  following  terms shall have the
following meanings:

     "Component Currency" shall mean any currency which, on the Conversion Date,
was a component  currency of the  relevant  currency  unit,  including,  but not
limited to, ECU.

     "Election  Date"  shall mean the  Regular  Record  Date for the  applicable
series of Registered  Securities  as specified  pursuant to Section 3.1 by which
the written election referred to in Section 3.12(b) may be made.

     A "Specified Amount" of a Component Currency shall mean the number of units
of such Component  Currency or fractions  thereof which such Component  Currency
represented in the relevant currency unit,  including,  but not limited to, ECU,
on the Conversion  Date. If after the  Conversion  Date the official unit of any
Component  Currency  is  altered  by  way of  combination  or  subdivision,  the
Specified  Amount of such  Component  Currency shall be divided or multiplied in
the  same  proportion.  If  after  the  Conversion  Date  two or more  Component
Currencies are  consolidated  into a single currency,  the respective  Specified
Amounts of such  Component  Currencies  shall be  replaced  by an amount in such
single  currency  equal to the sum of the respective  Specified  Amounts of such
consolidated  Component Currencies  expressed in such single currency,  and such
amount shall  thereafter be a Specified  Amount and such single  currency  shall
thereafter be a Component  Currency.  If after the Conversion Date any Component
Currency shall be divided into two or more  currencies,  the Specified Amount of
such Component  Currency  shall be replaced by specified  amounts of such two or
more  currencies,  the sum of which,  at the Market Exchange Rate of such two or
more currencies on the date of such replacement, shall be equal to the Specified
Amount of such former  Component  Currency and such amounts shall  thereafter be
Specified Amounts and such currencies shall thereafter be Component  Currencies.
If, after the Conversion Date of the relevant currency unit, including,  but not
limited to, ECU, a Conversion  Event (other than any event  referred to above in
this  definition  of  "Specified  Amount")  occurs with respect to any Component
Currency of such currency unit and is  continuing  on the  applicable  Valuation
Date, the Specified  Amount of such Component  Currency  shall,  for purposes of
calculating  the Dollar  Equivalent  of the Currency  Unit,  be  converted  into
Dollars at the Market  Exchange  Rate in effect on the  Conversion  Date of such
Component Currency.

                                       34
<PAGE>

     All decisions and  determinations  of the Exchange Rate Agent regarding the
Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency
Unit, the Market Exchange Rate and changes in the Specified Amounts as specified
above  shall be in its sole  discretion  and shall,  in the  absence of manifest
error, be conclusive for all purposes and irrevocably  binding upon the Company,
the Trustee  (and any  applicable  Paying  Agent) and all Holders of  Securities
denominated or payable in the relevant  currency,  currencies or currency units.
The Exchange Rate Agent shall  promptly  give written  notice to the Company and
the Trustee of any such decision or determination.

     In the event that the Company  determines  in good faith that a  Conversion
Event has occurred with respect to a Foreign Currency, the Company will promptly
give written notice thereof to the Trustee (or any applicable  Paying Agent) and
to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter  give notice in the manner  provided  in Section 1.6 to the  affected
Holders)  specifying the Conversion Date. In the event the Company so determines
that a Conversion  Event has occurred with respect to ECU or any other  currency
unit in which  Securities are denominated or payable,  the Company will promptly
give written notice thereof to the Trustee (or any applicable  Paying Agent) and
to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter  give notice in the manner  provided  in Section 1.6 to the  affected
Holders)  specifying  the  Conversion  Date  and the  Specified  Amount  of each
Component  Currency on the Conversion Date. In the event the Company  determines
in good faith that any subsequent change in any Component  Currency as set forth
in the  definition  of  Specified  Amount above has  occurred,  the Company will
similarly give written  notice to the Trustee (or any  applicable  Paying Agent)
and to the  Exchange  Rate Agent and the  Trustee  (or such  Paying  Agent) will
similarly given written notice to the affected Holders.

     The  Trustee  of the  appropriate  series  of  Securities  shall  be  fully
justified  and protected in relying and acting upon  information  received by it
from the Company and the Exchange  Rate Agent and shall not  otherwise  have any
duty or  obligation  to determine  the accuracy or validity of such  information
independent of the Company or the Exchange Rate Agent.

     Section 3.13.  Appointment  and  Resignation  of Exchange  Rate Agent.  (a)
Unless  otherwise  specified  pursuant  to  Section  3.1,  if and so long as the
Securities of any series (i) are denominated in a currency other than Dollars or
(ii) may be  payable  in a  currency  other  than  Dollars,  or so long as it is
required  under any other  provision  of this  Indenture,  then the Company will
maintain with respect to each such series of Securities,  or as so required,  at
least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to
make the necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 3.12 for the purpose of determining the applicable
rate of exchange and, if  applicable,  for the purpose of converting  the issued
currency or  currencies or currency  unit or units into the  applicable  payment
currency or currency  unit for the payment of  principal,  premium,  if any, and
interest, if any, pursuant to Section 3.12.

     (b) No  resignation  of the  Exchange  Rate Agent and no  appointment  of a
successor  Exchange Rate Agent  pursuant to this Section shall become  effective
until the  acceptance of  appointment  by the  successor  Exchange Rate Agent as
evidenced  by a written

                                       35
<PAGE>

instrument delivered to the Company and the Trustee of the appropriate series of
Securities  accepting such appointment  executed by the successor  Exchange Rate
Agent.

     (c) If the Exchange Rate Agent shall resign, be removed or become incapable
of acting,  or if a vacancy shall occur in the office of the Exchange Rate Agent
for any  cause,  with  respect  to the  Securities  of one or more  series,  the
Company,  by or  pursuant  to a  Board  Resolution,  shall  promptly  appoint  a
successor  Exchange  Rate Agent or  Exchange  Rate  Agents  with  respect to the
Securities of that or those series (it being  understood that any such successor
Exchange  Rate Agent may be appointed  with respect to the  Securities of one or
more or all of such  series and that,  unless  otherwise  specified  pursuant to
Section 3.1 at any time there shall only be one Exchange Rate Agent with respect
to the  Securities of any particular  series that are  originally  issued by the
Company on the same date and that are initially  denominated  and/or  payable in
the same currency or currencies or currency unit or units).


                                    ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

     Section 4.1. Termination of Company's Obligations Under the Indenture.  (a)
This Indenture  shall upon a Company  Request cease to be of further effect with
respect to  Securities  of or within any  series  and any  coupons  appertaining
thereto  (except as to any  surviving  rights of  registration  of  transfer  or
exchange of such Securities and  replacement of such  Securities  which may have
been  lost,  stolen or  mutilated  as  herein  expressly  provided  for) and the
Trustee,  at the  expense  of the  Company,  shall  execute  proper  instruments
acknowledging  satisfaction and discharge of this Indenture with respect to such
Securities and any coupons appertaining thereto when

     (1) either

     (A) all such  Securities  previously  authenticated  and  delivered and all
coupons appertaining thereto (other than (i) such coupons appertaining to Bearer
Securities  surrendered in exchange for Registered Securities and maturing after
such exchange, surrender of which is not required or has been waived as provided
in Section 3.5, (ii) such Securities and coupons which have been destroyed, lost
or stolen and which have been  replaced or paid,  as  provided  in Section  3.6,
(iii) such coupons  appertaining to Bearer  Securities called for redemption and
maturing after the relevant Redemption Date,  surrender of which has been waived
as  provided  in Section  10.6 and (iv) such  Securities  and  coupons for whose
payment money has theretofore  been deposited in trust or segregated and held in
trust by the Company and  thereafter  repaid to the Company or  discharged  from
such trust as provided in Section  9.3) have been  delivered  to the Trustee for
cancellation; or

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

          (i) have become due and payable, or

                                       36
<PAGE>

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

          (iii) if redeemable at the option of the Company, are to be called for
     redemption within one year under  arrangements  satisfactory to the Trustee
     for the giving of notice of redemption  by the Trustee in the name,  and at
     the expense,  of the Company,  and the Company, in the case of (i), (ii) or
     (iii) above,  has irrevocably  deposited or caused to be deposited with the
     Trustee as trust funds in trust for the  purpose an amount in the  currency
     or  currencies  or currency  unit or units in which the  Securities of such
     series are payable, sufficient to pay and discharge the entire indebtedness
     on such  Securities  and such  coupons  not  theretofore  delivered  to the
     Trustee for cancellation,  for principal, premium, if any, and interest, if
     any,  with  respect  thereto,  on the date of such  deposit (in the case of
     Securities  which have become due and payable) or at the Stated Maturity or
     Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the obligation
of the Company to the Trustee and any predecessor Trustee under Section 6.9, the
obligations of the Company to any  Authenticating  Agent under Section 6.14 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 9.3 shall survive.

     Section 4.2.  Application of Trust Funds.  Subject to the provisions of the
last paragraph of Section 9.3, all money deposited with the Trustee  pursuant to
Section  4.1 shall be held in trust and  applied by it, in  accordance  with the
provisions of the Securities,  the coupons and this  Indenture,  to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal,  premium, if any, and interest, if any, for whose payment such
money has been  deposited  with or received by the Trustee,  but such money need
not be segregated from other funds except to the extent required by law.

     Section 4.3.  Applicability of Defeasance  Provisions;  Company's Option to
Effect Defeasance or Covenant  Defeasance.  If pursuant to Section 3.1 provision
is made for either or both of (i)  defeasance  of the  Securities of or within a
series under  Section 4.4 or (ii) covenant  defeasance  of the  Securities of or
within a series  under  Section  4.5,  then the  provisions  of such  Section or
Sections,  as the case may be,  together  with the  provisions  of Sections  4.6
through  4.9  inclusive,  with such  modifications  thereto as may be  specified
pursuant to Section 3.1 with respect to any  Securities,  shall be applicable to
such Securities and any coupons appertaining thereto, and the Company may at its
option by or pursuant to Board  Resolution,  at any time,  with  respect to such
Securities and any coupons appertaining  thereto,  elect to have Section 4.4 (if
applicable)  or Section  4.5 (if  applicable)  be  applied  to such  Outstanding
Securities  and any  coupons  appertaining  thereto  upon  compliance  with  the
conditions set forth below in this Article.

                                       37
<PAGE>

     Section 4.4.  Defeasance and Discharge.  Upon the Company's exercise of the
option  specified in Section 4.3  applicable to this Section with respect to the
Securities of or within a series, the Company and the Guarantors shall be deemed
to have been discharged from its obligations with respect to such Securities and
any coupons  appertaining thereto on and after the date the conditions set forth
in Section 4.6 are satisfied (hereinafter "defeasance").  For this purpose, such
defeasance  means that the Company  shall be deemed to have paid and  discharged
the  entire  indebtedness   represented  by  such  Securities  and  any  coupons
appertaining  thereto which shall thereafter be deemed to be "Outstanding"  only
for the  purposes  of  Section  4.7 and the  other  Sections  of this  Indenture
referred to in clause (ii) of this Section,  and to have satisfied all its other
obligations under such Securities and any coupons  appertaining thereto and this
Indenture  insofar as such Securities and any coupons  appertaining  thereto are
concerned  (and the Trustee,  at the expense of the Company,  shall on a Company
Order execute proper instruments  acknowledging the same), except the following,
which shall survive until otherwise terminated or discharged hereunder:  (i) the
rights of Holders of such  Securities  and any coupons  appertaining  thereto to
receive,  solely from the trust funds  described  in Section  4.6(a) and as more
fully set forth in such  Section,  payments  in  respect  of the  principal  of,
premium,  if any,  and  interest,  if any,  on such  Securities  or any  coupons
appertaining  thereto when such  payments are due;  (ii) the  Company's  and the
Guarantors' obligations with respect to such Securities under Sections 3.5, 3.6,
9.2 and 9.3 and with  respect to the  payment  of  additional  amounts,  if any,
payable  with  respect  to such  Securities  as  specified  pursuant  to Section
3.1(b)(16);  (iii) the rights,  powers,  trusts,  duties and  immunities  of the
Trustee  hereunder  and (iv) this  Article 4.  Subject to  compliance  with this
Article  4,  the   Company  may   exercise   its  option   under  this   Section
notwithstanding  the prior exercise of its option under Section 4.5 with respect
to such Securities and any coupons appertaining thereto. Following a defeasance,
payment  of such  Securities  may not be  accelerated  because  of an  Event  of
Default.

     Section 4.5. Covenant Defeasance. Upon the Company's exercise of the option
specified  in  Section  4.3  applicable  to this  Section  with  respect  to any
Securities  of or  within a  series,  the  Company  shall be  released  from its
obligations  under  Sections  7.1, 9.4 and 9.7 (and with respect to Section 9.6,
shall be required to certify only with respect to those  covenants  not defeased
pursuant to this  Section  4.5) and, if  specified  pursuant to Section 3.1, its
obligations  under any other  covenant,  with respect to such Securities and any
coupons  appertaining  thereto on and after the date the conditions set forth in
Section  4.6  are  satisfied  (hereinafter,  "covenant  defeasance"),  and  such
Securities and any coupons appertaining thereto shall thereafter be deemed to be
not  "Outstanding"  for  the  purposes  of any  direction,  waiver,  consent  or
declaration  or Act  of  Holders  (and  the  consequences  of  any  thereof)  in
connection  with  Sections  7.1, 9.4 and 9.7 or such other  covenant,  but shall
continue to be deemed  "Outstanding" for all other purposes hereunder.  For this
purpose,  such covenant  defeasance  means that, with respect to such Securities
and any coupons  appertaining  thereto,  the Company may omit to comply with and
shall have no liability  in respect of any term,  condition  or  limitation  set
forth  in  any  such  Section  or  such  other  covenant,  whether  directly  or
indirectly,  by reason of any reference  elsewhere herein to any such Section or
such other  covenant or by reason of reference in any such Section or such other
covenant  to any  other  provision  herein  or in any  other  document  and such
omission to comply shall not  constitute a Default or an Event of Default  under
Section  5.1(3) or 5.1(7),  or  otherwise,  as the case may be,  but,  except as
specified  above,  the remainder of this  Indenture and such  Securities and any
coupons appertaining thereto shall be unaffected thereby.

                                       38
<PAGE>

     Section 4.6. Conditions to Defeasance or Covenant Defeasance. The following
shall be the  conditions  to  application  of Section  4.4 or Section 4.5 to any
Securities of or within a series and any coupons appertaining thereto:

     (a) The Company shall have deposited or caused to be deposited  irrevocably
with the Trustee (or another trustee satisfying the requirements of Section 6.12
who shall agree to comply  with,  and shall be entitled to the  benefits of, the
provisions  of Sections  4.3 through 4.9  inclusive  and the last  paragraph  of
Section 9.3  applicable  to the Trustee,  for purposes of such  Sections  also a
"Trustee")  as trust  funds in trust  for the  purpose  of making  the  payments
referred to in clauses (x) and (y) of this Section 4.6(a),  specifically pledged
as security  for,  and  dedicated  solely to, the benefit of the Holders of such
Securities  and any  coupons  appertaining  thereto,  with  instructions  to the
Trustee as to the application thereof, (A) money in an amount (in such currency,
currencies  or currency unit or units in which such  Securities  and any coupons
appertaining  thereto  are then  specified  as payable at  Maturity),  or (B) if
Securities of such series are not subject to repayment at the option of Holders,
Government  Obligations  which  through the  payment of  interest,  if any,  and
principal in respect  thereof in accordance  with their terms will provide,  not
later than one day before the due date of any payment  referred to in clause (x)
or (y) of this Section 4.6(a),  money in an amount or (C) a combination  thereof
in an amount  sufficient,  in the  opinion of a  nationally  recognized  firm of
independent  certified public accountants  expressed in a written  certification
thereof  delivered  to the  Trustee,  to pay and  discharge,  and which shall be
applied by the Trustee to pay and (x) discharge the  principal of,  premium,  if
any,  and  interest,  if any, on such  Securities  and any coupons  appertaining
thereto on the  Maturity  of such  principal  or  installment  of  principal  or
interest, if any, and (y) any mandatory sinking fund payments applicable to such
Securities  on the day on which such  payments are due and payable in accordance
with  the  terms  of  this  Indenture  and  such   Securities  and  any  coupons
appertaining  thereto.  Before such a deposit the Company may make  arrangements
satisfactory  to the Trustee for the  redemption  or purchase of Securities at a
future date or dates in  accordance  with Article 10 which shall be given effect
in applying the foregoing.

     (b) Such defeasance or covenant  defeasance shall not result in a breach or
violation of, or constitute a Default or Event of Default under,  this Indenture
or result in a breach or violation of, or constitute a default under,  any other
material  agreement or instrument to which the Company is a party or by which it
is bound, in each case, on the date of such deposit pursuant to Section 4.6(a).

     (c) In the case of an election  under  Section 4.4, the Company  shall have
delivered to the Trustee an Officers'  Certificate  and an Opinion of Counsel to
the effect that (i) the Company has received  from, or there has been  published
by, the Internal  Revenue Service a ruling,  or (ii) since the date of execution
of this Indenture,  there has been a change in the applicable Federal income tax
law, in either case to the effect that,  and based  thereon  such opinion  shall
confirm  that,  the  Holders of such  Securities  and any  coupons  appertaining
thereto 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 amount and in the same manner and at the same times, as would have been the
case if such deposit, defeasance and discharge had not occurred.

                                       39
<PAGE>

     (d) In the case of an election  under  Section 4.5, the Company  shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such Securities and any coupons  appertaining thereto 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.

     (e)  The  Company  shall  have   delivered  to  the  Trustee  an  Officers'
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions
precedent to the defeasance  under Section 4.4 or the covenant  defeasance under
Section 4.5 (as the case may be) have been complied with.

     (f) No Default  or Event of Default  under  Section  5.1(5) or 5.1(6)  with
respect to such  Securities  and any  coupons  appertaining  thereto  shall have
occurred  and be  continuing  during the period  commencing  on the date of such
deposit  and  ending on the 91st day after such date (it being  understood  that
this  condition  shall not be deemed  satisfied  until  the  expiration  of such
period).

     (g) Such  Defeasance or Covenant  Defeasance  shall not result in the trust
arising from such deposit  constituting an investment company within the meaning
of the  Investment  Company Act of 1940  unless  such trust shall be  registered
under such Act or exempt from registration thereunder.

     (h) Such defeasance or covenant  defeasance shall be effected in compliance
with any additional or substitute terms,  conditions or limitations which may be
imposed on the Company in connection therewith as contemplated by Section 3.1.

     Section  4.7.  Deposited  Money and  Government  Obligations  to be Held in
Trust. Subject to the provisions of the last paragraph of Section 9.3, all money
and Government  Obligations  (or other  property as may be provided  pursuant to
Section  3.1)  (including  the  proceeds  thereof)  deposited  with the  Trustee
pursuant  to  Section  4.6 in respect  of any  Securities  of any series and any
coupons  appertaining thereto shall be held in trust and applied by the Trustee,
in  accordance   with  the  provisions  of  such   Securities  and  any  coupons
appertaining  thereto and this  Indenture,  to the payment,  either  directly or
through any Paying Agent  (including the Company acting as its own Paying Agent)
as the Trustee may determine,  to the Holders of such Securities and any coupons
appertaining  thereto  of all sums due and to become  due  thereon in respect of
principal,  premium,  if any, and  interest,  if any, but such money need not be
segregated from other funds except to the extent required by law.

     Unless otherwise specified with respect to any Security pursuant to Section
3.1, if, after a deposit  referred to in Section  4.6(a) has been made,  (i) the
Holder of a Security in respect of which such  deposit was made is entitled  to,
and does,  elect  pursuant to Section  3.12(b) or the terms of such  Security to
receive  payment in a  currency  or  currency  unit other than that in which the
deposit pursuant to Section 4.6(a) has been made in respect of such Security, or
(ii) a Conversion  Event occurs as contemplated in Section 3.12(d) or 3.12(e) or
by the terms of any Security in respect of which the deposit pursuant to Section
4.6(a) has been made,  the  indebtedness  represented  by such  Security and any
coupons  appertaining  thereto shall be deemed

                                       40
<PAGE>

to have been, and will be, fully discharged and satisfied through the payment of
the principal of, premium, if any, and interest, if any, on such Security as the
same becomes due out of the proceeds yielded by converting (from time to time as
specified  below in the case of any such  election) the amount or other property
deposited  in respect of such  Security  into the  currency or currency  unit in
which such Security  becomes  payable as a result of such election or Conversion
Event based on the applicable Market Exchange Rate for such currency or currency
unit in effect on the second  Business Day prior to each payment  date,  except,
with respect to a Conversion Event, for such currency or currency unit in effect
(as nearly as feasible) at the time of the Conversion Event.

     Section 4.8. Repayment to Company. To the extent permitted by the Financial
Accounting  Standards Board Statement of Financial  Accounting Standards No. 76,
as amended or interpreted by the Financial  Accounting Standards Board from time
to  time,  or any  successor  thereto  ("Standard  No.  76"),  or to the  extent
permitted by the Commission,  the Trustee shall,  from time to time, take one or
more of the following actions as specified in a Company Request: (a) retransfer,
reassign and deliver to the Company any  securities  deposited  with the Trustee
pursuant to Section  4.6(a),  provided that the Company shall,  in  substitution
therefor,  simultaneously  transfer,  assign and  deliver to the  Trustee  other
Governmental  Obligations  appropriate  to satisfy the Company's  obligations in
respect of the relevant  Securities;  and (b) the Trustee and Paying Agent shall
promptly pay to the Company upon Company  Request any excess money or securities
held by them at any time,  including,  without limitation,  any assets deposited
with the Trustee  pursuant to Section 4.6(a)  exceeding  those necessary for the
purposes of Section 4.6(a).  The Trustee shall not take the actions described in
subsections  (a) and (b) of this Section 4.8 unless it shall have first received
a  written  report  of  Ernst & Young  LLP,  or  another  nationally  recognized
independent  public  accounting  firm,  (i)  expressing  their  opinion that the
contemplated  action is  permitted  by  Standard  No. 76 or the  Commission  for
transactions  accounted for as  extinguishment  of debt under the  circumstances
described in paragraph  3.c of Standard No. 76 or any successor  provision,  and
(ii) verifying the accuracy,  after giving effect to such action or actions,  of
the computations  which  demonstrate that the amounts  remaining to be earned on
the Government Obligations deposited with the Trustee pursuant to Section 4.6(a)
will be sufficient for purposes of Section 4.6(a).

     Section 4.9. Indemnity for Government  Obligations.  The Company shall pay,
and shall indemnify the Trustee against, any tax, fee or other charge imposed on
or assessed against Government Obligations deposited pursuant to this Article or
the  principal  and  interest,  if any,  and any other  amount  received on such
Government Obligations.

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

     Section 5.1.  Events of Default.  An "Event of Default" occurs with respect
to the  Securities  of any  series if  (whatever  the  reason  for such Event of
Default  and  whether it shall be  voluntary  or  involuntary  or be effected by
operation  of law or pursuant to any  judgment,  decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                                       41
<PAGE>

(1) the Company  defaults  in the  payment of  interest on any  Security of that
series or any coupon appertaining  thereto or any additional amount payable with
respect to any Security of that series as specified  pursuant to Section  3.1(b)
when the same becomes due and payable and such default continues for a period of
30 days;

(2) the Company  defaults in the payment of the  principal  of or any premium on
any  Security  of that  series  when the same  becomes  due and  payable  at its
Maturity or on redemption or otherwise, or in the payment of a mandatory sinking
fund payment when and as due by the terms of the Securities of that series;

(3) the  Company  fails  to  comply  in any  material  respect  with  any of its
agreements or covenants in, or any of the  provisions  of, this  Indenture  with
respect to any  Security of that series  (other than an  agreement,  covenant or
provision  for which  non-compliance  is elsewhere in this Section  specifically
dealt with),  and such  non-compliance  continues  for a period of 60 days after
there has been given by  registered  or  certified  mail,  to the Company by the
Trustee or to the  Company  and the  Trustee  by the  Holders of at least 25% in
principal  amount of the Outstanding  Securities of the series, a written notice
specifying  such  default or breach and  requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder;

(4) a default under any mortgage, agreement, indenture or instrument under which
there may be issued,  or by which there may be secured,  guaranteed or evidenced
any Debt of the Company  (including this Indenture) whether such Debt now exists
or shall hereafter be created, in an aggregate principal amount then outstanding
of $25,000,000 or more,  which default (a) shall constitute a failure to pay any
portion of the principal of such Debt when due and payable after the  expiration
of an applicable  grace period with respect  thereto or (b) shall result in such
Debt  becoming or being  declared due and payable  prior to the date on which it
would  otherwise  become due and  payable,  and such  acceleration  shall not be
rescinded or annulled, or such Debt shall not be paid in full within a period of
30 days after there has been given,  by  registered  or certified  mail,  to the
Company by the  Trustee or to the  Company  and the Trustee by the Holders of at
least 25% in aggregate  principal  amount of the Outstanding  Securities of that
series a written  notice  specifying  such event of default  and  requiring  the
Company to cause such acceleration to be rescinded or annulled or to pay in full
such Debt and stating that such notice is a "Notice of Default"  hereunder;  (it
being understood however, that the Trustee shall not be deemed to have knowledge
of  such  default  under  such  agreement  or  instrument  unless  either  (A) a
Responsible  Officer of the Trustee shall have actual  knowledge of such default
or (B) a Responsible  Officer of the Trustee shall have received  written notice
thereof  from  the  Company,  from  any  Holder,  from  the  holder  of any such
indebtedness or from the trustee under any such agreement or other  instrument);
provided,  however,  that if such default under such  agreement or instrument is
remedied or cured by the Company or waived by the holders of such  indebtedness,
then the Event of Default  hereunder by reason thereof shall be deemed  likewise
to have been thereupon remedied, cured or waived without further action upon the
part of either the Trustee or any of such Holders;  provided,  further, that the
foregoing  shall not apply to any  secured  Debt  under  which the  obligee  has
recourse  (exclusive  of recourse for  ancillary  matters such as  environmental
indemnities, misapplication of funds, costs of enforcement and the

                                       42
<PAGE>

like) only to the  collateral  pledged for  repayment so long as the fair market
value of such  collateral  does not exceed 2% of Total Assets at the time of the
default;

(5) the Company,  pursuant to or within the meaning of any  Bankruptcy  Law, (A)
commences a voluntary case or proceeding,  (B) consents to the entry of an order
for relief against it in an involuntary case or proceeding,  (C) consents to the
appointment  of a  Custodian  of it or  for  all  or  substantially  all  of its
property,  (D) makes a general assignment for the benefit of its creditors,  (E)
makes an  admission in writing of its  inability to its debts  generally as they
become due or (F) takes corporate action in furtherance of any such action;

(6) a court of  competent  jurisdiction  enters  an order or  decree  under  any
Bankruptcy  Law that (A) is for relief  against the Company,  in an  involuntary
case, (B) adjudges the Company as bankrupt or insolvent, or approves as properly
filed  a  petition  seeking  reorganization,   arrangement,  and  adjustment  or
composition  of or in respect of the  Company,  or appoints a  Custodian  of the
Company,  or for all or  substantially  all of its  property,  or (C) orders the
liquidation of the Company and the decree remains  unstayed and in effect for 60
days; or

(7) any other  Event of Default  provided  as  contemplated  by Section 3.1 with
respect to Securities of that series.

     The Company shall deliver to the Trustee,  as soon as practicable,  written
notice in the form of an Officers'  Certificate  of any Default,  its status and
what action the Company is taking or proposes to take with respect thereto.

     As used in the Indenture,  the term  "Bankruptcy  Law" means Title 11, U.S.
Code, or any similar federal or state bankruptcy, insolvency,  reorganization or
other  law for the  relief  of  debtors.  As used  in the  Indenture,  the  term
"Custodian"  means  any  receiver,  trustee,  assignee,  liquidator  or  similar
official under any Bankruptcy Law.

     Section 5.2. Acceleration; Rescission and Annulment. If an Event of Default
with respect to the Securities of any series at the time Outstanding  occurs and
is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of all of the Outstanding  Securities of that series by written notice to
the  Company  (and if given by the  Holders,  to the  Trustee),  may declare the
principal  (or, if the  Securities  of that series are Original  Issue  Discount
Securities or Indexed Securities,  such portion of the original principal amount
as may be  specified in the terms of that  series) of and accrued  interest,  if
any,  on the  Securities  of that series to be due and payable and upon any such
declaration  such  principal  (or,  in  the  case  of  Original  Issue  Discount
Securities or Indexed Securities,  such specified amount) and interest,  if any,
shall be immediately due and payable.

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

                                       43
<PAGE>

Events of Default with  respect to  Securities  of that  series,  other than the
non-payment  of the principal  of,  premium,  if any, and  interest,  if any, on
Securities  of that series which have become due solely by such  declaration  of
acceleration,  have been cured or waived as  provided  in Section  5.7.  No such
rescission  shall affect any subsequent  default or impair any right  consequent
thereon.

     Section  5.3.  Collection  of  Indebtedness  and Suits for  Enforcement  by
Trustee. The Company covenants that if

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

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

     If an Event of Default with respect to  Securities of any series occurs and
is continuing,  the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the  Holders of  Securities  of such series by such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement  in this  Indenture or in aid of the exercise of any power
granted  herein,  or to  secure  any  other  proper  remedy  including,  without
limitation seeking recourse against any Guarantor.

     Section  5.4.  Trustee May File Proofs of Claim.  The Trustee may file such
proofs of claim and other papers or documents  and take such actions  authorized
under the Trust  Indenture Act as may be necessary or advisable in order to have
the claims of the Trustee and the Holders of Securities  allowed in any judicial
proceedings  relating to the Company (or any other obligor upon the  Securities,
including any  Guarantor),  its creditors or its property.  In  particular,  the
Trustee shall be authorized to collect and receive any moneys or other  property
payable or  deliverable  on any such claims and to distribute  the same; and any
custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator  or  other
similar  official in any such judicial  proceeding is hereby  authorized by each
Holder to make such  payments to the Trustee  and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders,  to pay to
the  Trustee  any  amount  due it for  the  reasonable  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.9.

                                       44
<PAGE>

     Section 5.5.  Trustee May Enforce Claims Without  Possession of Securities.
All rights of action and claims under this  Indenture or the  Securities  or any
Guarantee may be prosecuted  and enforced by the Trustee,  in its own name as an
express trust, without the possession of any of the Securities or the production
thereof in any proceeding  relating  thereto and any recovery of judgment shall,
after  provision  for the  reasonable  fees and  expenses of the Trustee and its
counsel,  be for the ratable benefit of the Holders of the Securities in respect
to which judgment was recovered.

     Section  5.6.  Delay or Omission  Not  Waiver.  No delay or omission by the
Trustee or any Holder of any Securities to exercise any right or remedy accruing
upon an Event of Default  shall impair any such right or remedy or  constitute a
waiver of or acquiescence in any such Event of Default.

     Section 5.7.  Waiver of Past  Defaults.  In addition to the  provisions  of
Section 5.2 and except as otherwise provided as contemplated by Section 3.1, the
Holders of a majority in aggregate principal amount of Outstanding Securities of
any series by written  notice to the  Trustee may waive on behalf of the Holders
of all Securities of such series a past Default or Event of Default with respect
to that series and its consequences  except (i) a Default or Event of Default in
the payment of the principal of,  premium,  if any, or interest,  if any, on any
Security of such series or any coupon appertaining thereto or (ii) in respect of
a covenant or provision  hereof which  pursuant to Section 8.2 cannot be amended
or modified  without the consent of the Holder of each  Outstanding  Security of
such series adversely  affected.  Upon any such waiver, such Default shall cease
to exist,  and any Event of Default  arising  therefrom  shall be deemed to have
been cured, for every purpose of this Indenture.

     Section  5.8.  Control  by  Majority.   Except  as  otherwise  provided  as
contemplated  by Section 3.1,  the Holders of a majority in aggregate  principal
amount of the  Outstanding  Securities of each series  affected  (with each such
series  voting as a class)  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 it with respect to Securities of that
series;  provided,  however,  that (i) the  Trustee  may  refuse to  follow  any
direction  that conflicts with law or this Indenture (ii) the Trustee may refuse
to follow any direction that is unduly  prejudicial to the rights of the Holders
of  Securities  of such  series not  consenting  or that would in the good faith
judgment of the Trustee have a  substantial  likelihood of involving the Trustee
in personal  liability  and (iii) the Trustee may take any other  action  deemed
proper by the Trustee which is not  inconsistent  with such direction.  Prior to
the taking of any action hereunder,  the Trustee shall be entitled to reasonable
indemnification  satisfactory  to the Trustee  against  all losses and  expenses
caused by taking or not taking such action.  This paragraph  shall be in lieu of
Section 316(a)(1)(A) of the Trust Indenture Act and such Section 316(a)(1)(A) is
hereby  expressly  excluded  from  this  Indenture,  as  permitted  by the Trust
Indenture Act.

     Section 5.9.  Limitation on Suits by Holders.  No Holder of any Security of
any series or any coupons appertaining thereto shall have any right to institute
any proceeding,  judicial or otherwise,  with respect to this Indenture,  or for
the  appointment  of a receiver or trustee,  or for any other remedy  hereunder,
unless:

                                       45
<PAGE>

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

          (2) the Holders of at least 25% in aggregate  principal  amount of the
     Outstanding  Securities  of that series have made a written  request to the
     Trustee to institute proceedings in respect of such Event of Default in its
     own name as Trustee hereunder;

          (3) such  Holder or  Holders  have  offered to the  Trustee  indemnity
     satisfactory to the Trustee  against any loss,  liability or expense to be,
     or which may be, incurred by the Trustee in pursuing the remedy;

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

          (5) during such 60 day period,  the Holders of a majority in aggregate
     principal  amount of the  Outstanding  Securities  of that  series have not
     given to the Trustee a direction inconsistent with such written request.

     Except as otherwise provided as contemplated by Section 3.1, no one or more
Holders shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this  Indenture to affect,  disturb or prejudice the rights
of any other of such  Holders,  or to obtain  or to seek to obtain  priority  or
preference  over any other of such  Holders or to enforce  any right  under this
Indenture,  except in the manner  herein  provided and for the equal and ratable
benefit of all of such Holders.

     Section 5.10.  Rights of Holders to Receive  Payment.  Notwithstanding  any
other provision of this Indenture,  but subject to Section 9.2, the right of any
Holder of a Security or coupon to receive payment of principal of,  premium,  if
any, and, subject to Sections 3.5 and 3.7, interest, if any, on the Security, on
or after the  respective  due dates  expressed in the  Security  (or, in case of
redemption, on the redemption dates), and the right of any Holder of a coupon to
receive  payment of  interest  due as provided in such  coupon,  or,  subject to
Section 5.9, to bring suit for the  enforcement  of any such payment on or after
such respective dates,  shall not be impaired or affected without the consent of
such Holder.

     Section 5.11.  Application of Money Collected.  If the Trustee collects any
money  pursuant  to this  Article,  it shall pay out the money in the  following
order,  at the  date  or  dates  fixed  by  the  Trustee  and,  in  case  of the
distribution  of such  money  on  account  of  principal,  premium,  if any,  or
interest,  if any, upon  presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

     First: to the Trustee for amounts due under Section 6.9;

     Second: to Holders of Securities and coupons in respect of which or for the
benefit of which such money has been  collected  for  amounts  due and unpaid on
such  Securities  for  principal  of,  premium,  if any, and  interest,  if any,
ratably,  without  preference or priority of any kind,  according to the amounts
due and payable on such Securities for principal, premium, if any, and interest,
if any, respectively; and

                                       46
<PAGE>

     Third: to the Company.

     The  Trustee  may fix a record  date and  payment  date for any  payment to
Holders pursuant to this Section 5.11. At least 15 days before such record date,
the  Trustee  shall mail to each Holder and the Company a notice that states the
record date, the payment date and the amount to be paid.

     Section 5.12.  Restoration  of Rights and  Remedies.  If the Trustee or any
Holder has  instituted  any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined  adversely to the Trustee or to such Holder,  then and in
every such case,  subject to any determination in such proceeding,  the Company,
the  Guarantors,  the Trustee and the Holders  shall be restored  severally  and
respectively to their former  positions  hereunder and thereafter all rights and
remedies  of the  Trustee  and the  Holders  shall  continue  as  though no such
proceeding had been instituted.

     Section 5.13. Rights and Remedies Cumulative.  Except as otherwise provided
with respect to the  replacement  or payment of  mutilated,  destroyed,  lost or
stolen  Securities  in the last  paragraph  of Section  3.6,  no right or remedy
herein  conferred  upon or reserved to the Trustee or the Holders is intended to
be exclusive of any other right or remedy,  and every right and remedy shall, to
the extent  permitted by law, be cumulative and in addition to every other right
and remedy given  hereunder or now or hereafter  existing at law or in equity or
otherwise.  The  assertion  or  employment  of  any  existing  right  or  remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

     Section 5.14.  Waiver of Usury, Stay or Extension Laws. Each of the Company
and the Guarantors  covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or  advantage  of, any usury,  stay or  extension  law wherever
enacted,  now or at any time hereafter in force,  which may affect the covenants
or the performance of this Indenture; and each of the Company and the Guarantors
(to the extent that it may lawfully do so) hereby  expressly  waives all benefit
or advantage  of any such law and  covenants  that it will not hinder,  delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and  permit  the  execution  of every  such power as though no such law had been
enacted.

     Section 5.15. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this  Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee,  a court in its discretion may require
the filing by any party  litigant in the suit of an undertaking to pay the costs
of the suit,  and the  court in its  discretion  may  assess  reasonable  costs,
including  reasonable  attorney's  fees,  against any party litigant in the suit
having due regard to the merits and good faith of the claims or defenses made by
the party litigant.

                                       47
<PAGE>

                                    ARTICLE 6

                                   THE TRUSTEE

     Section 6.1. Certain Duties and Responsibilities of the Trustee. (a) Except
during  the  continuance  of an Event  of  Default,  the  Trustee's  duties  and
responsibilities under this Indenture shall be governed by Section 315(a) of the
Trust Indenture Act.

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

     (c) No  provision  of this  Indenture  shall be  construed  to relieve  the
Trustee from liability for its own negligent  action,  its own negligent failure
to act, or its own willful misconduct, except that: this subsection shall not be
construed to limit the effect of  subsection  (a) of this  Section;  the Trustee
shall  not be  liable  for  any  error  of  judgment  made in  good  faith  by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining  the  pertinent  facts;  and the  Trustee  shall not be liable with
respect  to any  action  taken or  omitted  to be  taken by it in good  faith in
accordance  with the  direction  of the Holders in  accordance  with Section 5.8
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 the Indenture.

     Section  6.2.  Rights of Trustee.  Subject to the  provisions  of the Trust
Indenture Act:

     (a) The Trustee may  conclusively  rely and shall be protected in acting or
refraining  from  acting upon any  document  believed by it to be genuine and to
have been signed or presented  by the proper party or parties.  The Trustee need
not investigate any fact or matter stated in the document;

     (b) Any request or  direction  of the  Company  mentioned  herein  shall be
sufficiently  evidenced  by a Company  Request  or  Company  Order  (other  than
delivery of any Security, together with any coupons appertaining thereto, to the
Trustee for  authentication  and delivery pursuant to Section 3.3 which shall be
sufficiently  evidenced as provided  therein) and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;

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

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

                                       48
<PAGE>

     (e) The  Trustee  may act  through  agents  or  attorneys  and shall not be
responsible for the misconduct or negligence of any agent or attorney  appointed
with due care;

     (f) The  Trustee  shall not be liable  for any  action it takes or omits to
take in good faith which it believes  to be  authorized  or within its rights or
powers;

     (g) The  Trustee  shall not be  required to expend or risk its own funds or
otherwise incur any financial  liability in the performance of any of its duties
hereunder,  or in  the  exercise  of its  rights  or  powers  if it  shall  have
reasonable  grounds  for  believing  that  repayment  of such funds or  adequate
indemnity against such risk or liability is not reasonably assured to it;

     (h) The Trustee shall not be bound to make any investigation into the facts
or  matters  stated  in  any  resolution,  certificate,  statement,  instrument,
opinion,  report, notice, request,  direction,  consent, order, bond, debenture,
note,  other  evidence  of  indebtedness  or other  paper or  document,  but the
Trustee, in its discretion,  may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall  determine to
make such further inquiry or  investigation  it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;

     (i) The Trustee  shall be under no obligation to exercise any of the rights
or powers  vested in it by this  Indenture at the request or direction of any of
the Holders  pursuant to this Indenture,  unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs,  expenses and
liabilities  which might be incurred by it in  compliance  with such  request or
direction;

     (j) 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
6.2;

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

     Section 6.3.  Trustee May Hold Securities.  The Trustee,  any Paying Agent,
any  Registrar  or any other  agent of the Company in its in  individual  or any
other  capacity,  may become the owner or pledgee of Securities and coupons and,
subject to Sections  310(b) and 311 of the Trust  Indenture  Act, may  otherwise
deal with the Company,  an Affiliate of the Company or Subsidiary of the Company
with the  same  rights  it would  have if it were  not  Trustee,  Paying  Agent,
Registrar or such other agent.

     Section  6.4.  Money  Held in Trust.  Money  held by the  Trustee  in trust
hereunder need not be segregated  from other funds except to the extent required
by law.  The  Trustee  shall be under no  liability  for  interest  on any money
received by it  hereunder  except as  otherwise  agreed upon in writing with the
Company.

     Section 6.5. Trustee's Disclaimer. The recitals contained herein and in the
Securities,  except the Trustee's certificate of authentication,  shall be taken
as the statements of

                                       49
<PAGE>

the Company,  and the Trustee assumes no responsibility  for their  correctness.
The  Trustee  makes no  representation  as to the  validity  or adequacy of this
Indenture or the Securities or any coupon.  The Trustee shall not be accountable
for the  Company's  use of the proceeds  from the  Securities or for monies paid
over to the Company pursuant to the Indenture.

     Section 6.6. Notice of Defaults. If a Default occurs and is continuing with
respect  to the  Securities  of any  series  and if it is  actually  known  to a
Responsible  Officer of the Trustee,  the Trustee shall, within 90 days after it
occurs,  transmit by mail to the Holders of  Securities  of such series,  in the
manner and to the extent  provided in Section 313(c) of the Trust Indenture Act,
notice of all Defaults  known to it unless such Default shall have been cured or
waived;  provided,  however,  that except in the case of a Default in payment on
the Securities of any series, the Trustee may withhold the notice if and so long
as the  board of  directors,  the  executive  committee  or a  committee  of its
Responsible Officers in good faith determines that withholding such notice is in
the interests of Holders of Securities  of that series;  and provided,  further,
that in the case of any Default of the  character  specified  in Section  5.1(3)
with respect to  Securities  of such  series,  no such notice to Holder shall be
given until at least 30 days after the occurrence thereof.

     Section 6.7.  Reports by Trustee to Holders.  Within 60 days after each May
15 of each year  commencing  with the first May 15 after the first  issuance  of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in Section 313(C) of the Trust Indenture Act a
brief  report  dated as of such May 15 if  required  by and in  compliance  with
Section 313(A) of the Trust  Indenture Act. A copy of each such report shall, at
the time of such  transmission  to Holders,  be filed by the  Trustee  with each
stock  exchange,  if any,  upon  which  the  Securities  are  listed,  with  the
Commission  and with the Company.  The Company will promptly  notify the Trustee
when the Securities are listed on, or delisted from, any stock exchange.

     Section 6.8. Securityholder Lists. The Trustee shall preserve in as current
a form as is reasonably  practicable the most recent list available to it of the
names and addresses of Holders of  Securities of each series.  If the Trustee is
not the Registrar,  the Company shall furnish to the Trustee  semiannually on or
before the last day of June and  December in each year,  and at such other times
as the Trustee may request in writing,  a list, in such form and as of such date
as the Trustee may  reasonably  require  containing  all the  information in the
possession or control of the Registrar,  the Company or any of its Paying Agents
other than the Trustee as to the names and addresses of Holders of Securities of
each such series. If there are Bearer Securities of any series Outstanding, even
if the Trustee is the Registrar, the Company shall furnish to the Trustee such a
list  containing  such  information  with  respect  to  Holders  of such  Bearer
Securities only.

     Section 6.9.  Compensation and Indemnity.  (a) The Company shall pay to the
Trustee from time to time such reasonable  compensation  for its services as the
Company and the Trustee shall agree in writing from time to time.  The Trustee's
compensation  shall not be limited by any law on compensation of a trustee of an
express  trust.  The Company  shall  reimburse  the Trustee upon request for all
reasonable  out-of-pocket  expenses  incurred  by  it  in  connection  with  the
performance of its duties under this Indenture.  Such expenses shall include the
reasonable compensation and expenses of the Trustee's agents and counsel.

                                       50
<PAGE>

     (b) The Company shall indemnify the Trustee or any Predecessor  Trustee and
their agents for, and hold them harmless against,  any loss or liability damage,
claim or  reasonable  expense  including  taxes  (other than taxes based upon or
determined or measured by the income of the Trustee)  incurred by it arising out
of or in connection with its acceptance or administration of the trust or trusts
hereunder,  including  the  reasonable  costs and expenses of  defending  itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties  hereunder.  The  Trustee  shall  notify the Company
promptly of any claim for which it may seek indemnity.  The Company shall defend
the claim and the Trustee shall  cooperate in the defense.  The Company need not
pay for any settlement made without its consent.

     (c) The Company need not  reimburse  any expense or  indemnify  against any
loss,  liability,  damage or claim incurred by the Trustee through negligence or
bad faith or willful misconduct.

     (d) To secure the  payment  obligations  of the  Company  pursuant  to this
Section,  the Trustee shall have a lien prior to the Securities of any series on
all money or property  held or  collected  by the  Trustee,  except that held in
trust to pay  principal,  premium,  if any, and interest,  if any, on particular
Securities.

     When the Trustee incurs expenses or renders  services in connection with an
Event of Default  specified in Section  5.1(5) or Section  5.1(6),  the expenses
(including  the  reasonable  charges  and  expenses  of  its  counsel)  and  the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration  under any applicable Federal or state bankruptcy,  insolvency or
other similar law.

     The  provisions  of this  Section  shall  survive the  termination  of this
Indenture.

     Section 6.10. Replacement of Trustee. (a) The resignation or removal of the
Trustee and the appointment of a successor  Trustee shall become  effective only
upon the successor  Trustee's  acceptance of  appointment as provided in Section
6.11.

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

     (c)  The  Holders  of a  majority  in  aggregate  principal  amount  of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so  notifying  the Trustee and the Company and may appoint a successor
Trustee for such series with the Company's consent.

     (d) If at any time:

          (1) the  Trustee  fails to  comply  with  Section  310(b) of the Trust
     Indenture  Act after  written  request  therefor  by the  Company or by any
     Holder  who has been a bona  fide  Holder  of a  Security  for at least six
     months; or

          (2) the Trustee shall cease to be eligible  under Section 6.12 of this
     Indenture or Section  310(a) of the Trust  Indenture  Act and shall fail to
     resign after written request

                                       51
<PAGE>

     therefor by the Company or by any Holder of a Security  who has been a bona
     fide Holder of a Security for at least six months; or

          (3) the Trustee becomes incapable of acting, is adjudged a bankrupt or
     an insolvent or a receiver or public officer takes charge of the Trustee or
     its property or affairs for the purpose of rehabilitation,  conservation or
     liquidation,  then,  in any such case,  (i) the Company by or pursuant to a
     Board Resolution may remove the Trustee with respect to all Securities,  or
     (ii) subject to Section  315(e) of the Trust  Indenture Act, any Holder who
     has been a bona fide  Holder of a Security  for at least six months may, on
     behalf of himself and all others similarly situated,  petition any court of
     competent  jurisdiction  for the removal of the Trustee with respect to all
     Securities and the appointment of a successor Trustee or Trustees.

     (e) If the  instrument  of acceptance  by a successor  Trustee  required by
Section 6.11 shall not have been  delivered to the Trustee  within 30 days after
the giving of such notice of  resignation or removal,  the Trustee  resigning or
being  removed  may  petition  any  court  of  competent  jurisdiction  for  the
appointment  of a  successor  Trustee  with  respect to the  Securities  of such
series.

     (f) If the  Trustee  resigns or is  removed  or if a vacancy  exists in the
office of Trustee  for any reason,  with  respect to  Securities  of one or more
series,  the  Company,  by or pursuant  to a Board  Resolution,  shall  promptly
appoint a successor  Trustee  with  respect to the  Securities  of that or those
series (it being  understood  that any such  successor  Trustee may be appointed
with respect to the  Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the  Securities  of any
particular series) and shall comply with the applicable  requirements of Section
6.11. If, within one year after such  resignation,  removal or incapability,  or
the  occurrence  of such  vacancy,  a  successor  Trustee  with  respect  to the
Securities  of any series shall be appointed by Act of the Holders of a majority
in principal  amount of the Outstanding  Securities of such series  delivered to
the Company and the retiring Trustee,  the successor Trustee so appointed shall,
forthwith  upon  its  acceptance  of such  appointment  in  accordance  with the
applicable  requirements  of Section  6.11,  become the  successor  Trustee with
respect to the  Securities  of such  series  and to that  extent  supersede  the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent  jurisdiction for the appointment of a successor  Trustee
with respect to the Securities of such series.

     Section 6.11.  Acceptance of Appointment  by Successor.  (a) In case of the
appointment  hereunder of a successor  Trustee  with respect to all  Securities,
every such  successor  Trustee  shall  execute,  acknowledge  and deliver to the
Company and to the retiring  Trustee an instrument  accepting such  appointment.
Thereupon,  the  resignation  or removal of the  retiring  Trustee  shall become
effective,  and the successor Trustee,  without further act, deed or conveyance,
shall  become  vested  with all the  rights,  powers and duties of the  retiring
Trustee;  but,  on the  request of the Company or the  successor  Trustee,  such
retiring  Trustee  shall,  upon payment of its  charges,  execute and deliver an
instrument  transferring  to such successor  Trustee

                                       52
<PAGE>

all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee hereunder.

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

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

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

     (e) The Company shall give notice of each  resignation  and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor  Trustee with respect to the  Securities of any series in the manner
provided for notices to the Holders of  Securities  in Section 1.6.  Each notice
shall include the name of the successor  Trustee with respect to the  Securities
of such series and the address of its Corporate Trust Office.

     Section 6.12. Eligibility;  Disqualification. There shall at all times be a
Trustee  hereunder  which  shall be  eligible  to act as Trustee  under  Section
310(a)(1)  of the Trust  Indenture  Act and shall  have a combined  capital  and
surplus  of at least  $75,000,000.  If such  corporation  publishes  reports  of
condition at least  annually,  pursuant to law or the  requirements  of Federal,

                                       53
<PAGE>

State,  Territorial or District of Columbia  supervising or examining authority,
then, for the purposes of this Section, the combined capital and surplus of such
corporation  shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect heretofore  specified
in this Article.

     Section 6.13. Merger, Conversion,  Consolidation or Succession to Business.
Any corporation  into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or  consolidation  to which the  Trustee  shall be a party,  or any  corporation
succeeding  to all or  substantially  all the  corporate  trust  business of the
Trustee,  shall  be  the  successor  of the  Trustee  hereunder,  provided  such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not  delivered,  by the Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication  and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

     Section 6.14.  Appointment of Authenticating Agent. The Trustee may appoint
an  Authenticating  Agent  or  Agents  with  respect  to one or more  series  of
Securities  which  shall  be  authorized  to act on  behalf  of the  Trustee  to
authenticate  Securities of such series issued upon  original  issue,  exchange,
registration  of transfer  or partial  redemption  thereof,  and  Securities  so
authenticated  shall be entitled to the benefits of this  Indenture and shall be
valid  and  obligatory  for all  purposes  as if  authenticated  by the  Trustee
hereunder.  Any such appointment  shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be  promptly  furnished  to the  Company.  Wherever  reference  is  made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's  certificate  of  authentication,  such  reference  shall be deemed to
include   authentication   and   delivery   on  behalf  of  the  Trustee  by  an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and,  except as may otherwise be provided  pursuant to
Section  3.1,  shall  at all  times be a bank or trust  company  or  corporation
organized and doing  business and in good standing  under the laws of the United
States of America or of any State or the District of Columbia,  authorized under
such laws to act as Authenticating  Agent, having a combined capital and surplus
of not less than  $25,000,000  and  subject to  supervision  or  examination  by
Federal or State authorities.  If such Authenticating Agent publishes reports of
condition  at  least  annually,  pursuant  to  law or  the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section,  the combined capital and surplus of such Authenticating Agent shall be
deemed to be its  combined  capital  and surplus as set forth in its most recent
report of condition so published.  In case at any time an  Authenticating  Agent
shall cease to be eligible in  accordance  with the  provisions of this Section,
such  Authenticating  Agent shall resign  immediately in the manner and with the
effect specified in this Section.

     Any  corporation  into  which an  Authenticating  Agent  may be  merged  or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation

                                       54
<PAGE>

succeeding  to  the  corporate   agency  or  corporate   trust  business  of  an
Authenticating  Agent,  shall continue to be an Authenticating  Agent,  provided
such  corporation  shall be otherwise  eligible under this Section,  without the
execution  or filing of any paper or further  act on the part of the  Trustee or
the Authenticating Agent.

     An Authenticating Agent for any series of Securities may at any time resign
by giving  written  notice of  resignation to the Trustee for such series and to
the Company.  The Trustee for any series of Securities may at any time terminate
the agency of an Authenticating Agent by giving written notice of termination to
such  Authenticating  Agent and to the Company.  Upon  receiving  such notice of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee for such series may appoint a successor
Authenticating  Agent  which shall be  acceptable  to the Company and shall give
notice of such  appointment  to all  Holders of  Securities  of the series  with
respect to which such Authenticating Agent will serve in the manner set forth in
Section  1.6.  Any  successor   Authenticating  Agent  upon  acceptance  of  its
appointment hereunder shall become vested with all the rights, powers and duties
of its  predecessor  hereunder,  with like effect as if  originally  named as an
Authenticating  Agent  herein.  No  successor   Authenticating  Agent  shall  be
appointed unless eligible under the provisions of this Section.

     The Company  agrees to pay to each  Authenticating  Agent from time to time
reasonable  compensation including  reimbursement of its reasonable expenses for
its services under this Section.

     If an  appointment  with respect to one or more series is made  pursuant to
this  Section,  the  Securities  of such series may have  endorsed  thereon,  in
addition  to or in lieu  of the  Trustee's  certificate  of  authentication,  an
alternate certificate of authentication substantially in the following form:

     This  is  one  of  the   Securities   of  the  series   described   in  the
within-mentioned Indenture.

                                              --------------------------
                                              as Trustee


                                           by --------------------------
                                              as Authenticating Agent


                                           by --------------------------
                                              Authorized Signatory

                                       55
<PAGE>

                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

     Section 7.1. Consolidation, Merger or Sale of Assets Permitted. The Company
shall  not  consolidate  or merge  with or into,  or  transfer  or lease  all or
substantially all of its assets to, any Person unless:

     (1) the Person formed by or surviving any such  consolidation or any merger
(if other than the Company),  or to which such transfer or lease shall have been
made,  is a  corporation  organized  and  existing  under the laws of the United
States, any State thereof or the District of Columbia;

     (2) the Person formed by or surviving any such  consolidation or merger (if
other than the  Company),  or to which such  transfer  or lease  shall have been
made, assumes by supplemental indenture all the obligations of the Company under
the Securities and this Indenture;

     (3) immediately  after giving effect to the transaction no Default or Event
of Default exists; and

     (4) if, as a result of any such consolidation or merger or such conveyance,
transfer or lease, properties or assets of the Company would become subject to a
mortgage,  pledge,  lien, security interest or other encumbrance which would not
be  permitted by the  Securities  of any series,  the Company or such  successor
Person,  as the case  may be,  shall  take  such  steps  as  shall be  necessary
effectively to secure such Securities  equally and ratably with all indebtedness
secured thereby.

     The Company shall deliver to the Trustee prior to the proposed  transaction
an  Officers'  Certificate  to the  foregoing  effect  and an Opinion of Counsel
stating that the proposed  transaction and such  supplemental  indenture  comply
with this Indenture and that all conditions precedent to the consummation of the
transaction under this Indenture have been met.

     In the event of the  assumption by a successor  corporation  as provided in
clause (2) above, such successor corporation shall succeed to and be substituted
for the Company hereunder and under the Securities with the same effect as if it
had been named hereunder and thereunder and any coupons appertaining thereto and
all such obligations of the Company shall terminate.


                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

     Section 8.1.  Supplemental  Indentures Without Consent of Holders.  Without
the consent of any Holders,  the Company,  when  authorized  by or pursuant to a
Board  Resolution,  the  Guarantors and the Trustee at any time and from time to
time,  may  enter  into  indentures

                                       56
<PAGE>

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

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

     (2) to add to the  covenants  of the  Company  or the  Guarantors  for  the
benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of  Securities,  stating  that
such  covenants  are  expressly  being  included  solely for the benefit of such
series) or to surrender any right or power herein  conferred upon the Company or
the  Guarantors;  provided,  however,  that in  respect  of any such  additional
covenant  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 limit the remedies  available to the Trustee
upon such Default; or

     (3) to add any  additional  Events of  Default  with  respect to all or any
series of Securities (and if such Events of Default are to be for the benefit of
less than all series of  Securities,  stating  that such  Events of Default  are
expressly included solely for the benefit of such series); or

     (4) to add to or change any of the  provisions  of this  Indenture  to such
extent as shall be necessary  to  facilitate  the issuance of Bearer  Securities
(including,  without  limitation,  to  provide  that  Bearer  Securities  may be
registrable as to principal only) or to facilitate the issuance of Securities in
global form; or

     (5) to add to, change or eliminate any of the provisions of this Indenture,
provided that any such addition,  change or elimination  shall become  effective
only when there is no Security  Outstanding  of any series  created prior to the
execution  of such  supplemental  indenture  which is entitled to the benefit of
such provision; or

     (6) to secure the Securities; or

     (7) to establish the form or terms of Securities of any series as permitted
by Sections 2.1 and 3.1; or

     (8) to evidence and provide for the acceptance of appointment  hereunder by
a successor  Trustee with respect to the Securities of one or more series and to
add to or change any of the  provisions of this  Indenture as shall be necessary
to provide for or facilitate the  administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.11; or

     (9) if allowed without penalty under  applicable laws and  regulations,  to
permit  payment  in the  United  States  (including  any of the  States  and the
District of Columbia), its territories,  its possessions and other areas subject
to its  jurisdiction  of  principal,  premium,  if any, or interest,  if any, on
Bearer Securities or coupons, if any; or

                                       57
<PAGE>

     (10)  to  correct  or  supplement   any  provision   herein  which  may  be
inconsistent  with any other  provision  herein or to make any other  provisions
with respect to matters or questions arising under this Indenture, provided such
action shall not adversely  affect the interests of the Holders of Securities of
any series; or

     (11) to cure an  ambiguity  or correct any  mistake,  provided  such action
shall not  adversely  affect the  interests of the Holders of  Securities of any
series; or

     (12) to add a Guarantor  pursuant  to Section 9.8 or remove a Guarantor  in
respect of any series  which,  in  accordance  with the terms of this  Indenture
applicable  to the  particular  series,  ceases to be liable in  respect  of its
Guarantee.

     Section 8.2.  Supplemental  Indentures  with  Consent of Holders.  With the
written consent of the Holders of a majority of the aggregate  principal  amount
of the  Outstanding  Securities  of  each  series  adversely  affected  by  such
supplemental  indenture,  the Company, when authorized by or pursuant to a Board
Resolution,   and  the  Trustee  may  enter  into  an  indenture  or  indentures
supplemental  hereto to add any  provisions  to or to change  or  eliminate  any
provisions of this Indenture or of any other indenture supplemental hereto or to
modify the rights of the Holders of such  Securities;  provided,  however,  that
without the consent of the Holder of each Outstanding Security affected thereby,
a supplemental indenture under this Section may not:

          (1) change the Stated  Maturity of the  principal  of, or premium,  if
     any,  on,  or any  installment  of  principal  of or  premium,  if any,  or
     interest,  if any, on, any Security, or reduce the principal amount thereof
     or the rate of interest thereon or any premium payable upon the redemption,
     repurchase or repayment  thereof,  or change the manner in which the amount
     of any principal thereof or premium,  if any, or interest,  if any, thereon
     is determined  or reduce the amount of the principal of any Original  Issue
     Discount  Security or Indexed Security that would be due and payable upon a
     declaration of  acceleration  of the Maturity  thereof  pursuant to Section
     5.2,  or change the Place of  Payment  where or the  currency  in which any
     Security or any premium or the interest  thereon is payable,  or impair the
     right to institute suit for the enforcement of any such payment on or after
     the Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date);

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

          (3) waive a default in the payment of principal of,  premium,  if any,
     or interest, if any, on, any Security of such Series;

          (4) change any  obligation  of the  Company to  maintain  an office or
     agency in the places and for the purposes specified in Section 9.2; or

          (5) make any change in Section 5.7 or this  8.2(a)  except to increase
     any  percentage  or to  provide  that  certain  other  provisions  of  this
     Indenture  cannot be

                                       58
<PAGE>

     modified or waived  without the consent of the Holders of each  Outstanding
     Security of such series affected thereby.

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

     It is not  necessary  under this  Section 8.2 for the Holders to consent to
the particular form of any proposed supplemental indenture, but it is sufficient
if they consent to the substance thereof.

     Upon the request of the Company,  accompanied  by an Officers'  Certificate
and a Board  Resolution  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,  but shall not be  obligated  to,  enter into such
supplemental indenture.

     Section 8.3.  Compliance  with Trust Indenture Act. Every amendment to this
Indenture  or the  Securities  of one or more  series  shall  be set  forth in a
supplemental  indenture  that complies  with the Trust  Indenture Act as then in
effect.

     Section  8.4.  Execution  of  Supplemental  Indentures.  In  executing,  or
accepting the additional trusts created by, any supplemental indenture permitted
by this  Article  or the  modification  thereby  of the  trusts  created by this
Indenture,  the  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected in relying upon,  an Opinion of Counsel  stating that the execution of
such  supplemental  indenture is authorized or permitted by this Indenture.  The
Trustee  may, but shall not be  obligated  to, enter into any such  supplemental
indenture  which affects the Trustee's  own rights,  duties or immunities  under
this Indenture or otherwise.

     Section 8.5. Effect of Supplemental  Indentures.  Upon the execution of any
supplemental  indenture under this article,  this Indenture shall be modified in
accordance  therewith and such supplemental  indenture shall form a part of this
Indenture  for all  purposes;  and every  Holder of  Securities  theretofore  or
thereafter  authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

     Section  8.6.   Reference  in   Securities  to   Supplemental   Indentures.
Securities,  including any coupons,  of any series  authenticated  and delivered
after the execution of any supplemental  indenture pursuant to this Article may,
and shall if required by the  Trustee,  bear a notation in form  approved by the
Trustee as to any matter  provided for in such  supplemental  indenture.  If the
Company shall so determine,  new Securities  including any coupons of any series
so modified as to conform, in the opinion of the Trustee and the Company, to any
such  supplemental  indenture  may be prepared  and  executed by the Company and
authenticated   and

                                       59
<PAGE>

delivered by the Trustee in exchange for  Outstanding  Securities  including any
coupons of such series.


                                    ARTICLE 9

                                    COVENANTS

     Section 9.1. Payment of Principal,  Premium, if any, and Interest,  if any.
The Company  covenants  and agrees for the benefit of the Holders of each series
of Outstanding Securities that it will duly and punctually pay the principal of,
premium,  if any,  and  interest,  if any, on the  Securities  of that series in
accordance  with  the  terms  of the  Securities  of such  series,  any  coupons
appertaining thereto and this Indenture.  An installment of principal,  premium,
if any, or interest,  if any, shall be considered  paid on the date it is due if
the  Trustee  or  Paying  Agent  holds on that  date  money  designated  for and
sufficient to pay the installment.

     Section 9.2. Maintenance of Office or Agency. If Securities of a series are
issued as  Registered  Securities,  the Company  will  maintain in each Place of
Payment for any series of  Securities  an office or agency where  Securities  of
that series may be presented or  surrendered  for payment,  where  Securities of
that series may be  surrendered  for  registration  of transfer or exchange  and
where notices and demands to or upon the Company in respect of the Securities of
that series and this  Indenture  may be served.  If  Securities  of a series are
issuable as Bearer  Securities,  the Company will  maintain,  (i) subject to any
laws or  regulations  applicable  thereto,  an  office  or  agency in a Place of
Payment  for that  series  which is  located  outside  the United  States  where
Securities of that series and related  coupons may be presented and  surrendered
for payment; provided, however, that if the Securities of that series are listed
on The  International  Stock  Exchange of the United Kingdom and the Republic of
Ireland  Limited,  the  Luxembourg  Stock  Exchange or any other stock  exchange
located outside the United States and such stock exchange shall so require,  the
Company  will  maintain  a Paying  Agent for the  Securities  of that  series in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the  Securities of that series are listed on such
exchange,  and (ii) subject to any laws or regulations  applicable  thereto,  an
office or agency in a Place of Payment for that series which is located  outside
the United  States,  where  Securities  of that  series may be  surrendered  for
exchange and where  notices and demands to or upon the Company in respect of the
Securities  of that series and this  Indenture  may be served.  The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of any 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,  and the
Company  hereby   appoints  the  Trustee  as  its  agent  to  receive  all  such
presentations, surrenders, notices and demands.

     Unless  otherwise  specified as  contemplated by Section 3.1, no payment of
principal,  premium or interest on Bearer Securities shall be made at any office
or agency of the Company in the United States, by check mailed to any address in
United  States,  by transfer to an account  located in the United States or upon
presentation  or surrender in the United  States of a Bearer  Security or coupon
for payment, even if the payment would be credited to an account

                                       60
<PAGE>

located outside the United States; provided, however, that, if the Securities of
a series are denominated and payable in Dollars, payment of principal of and any
premium or interest on any such Bearer  Security  shall be made at the office of
the Company's  Paying Agent located within the United  States,  if (but only if)
payment in Dollars of the full amount of such principal, premium or interest, as
the case may be, at all offices or agencies outside the United States maintained
for the purpose by the Company in accordance  with this  Indenture is illegal or
effectively  precluded by exchange controls or other similar  restrictions.  The
Company  may also from  time to time  designate  one or more  other  offices  or
agencies where the Securities  (including coupons, if any) of one or more series
may be presented or  surrendered  for any or all such purposes and may from time
to time rescind such designations;  provided,  however, that no such designation
or  rescission  shall in any manner  relieve  the Company of its  obligation  to
maintain an office or agency in each Place of Payment for Securities  (including
coupons,  if any) of any series for such purposes.  The Company will give prompt
written  notice to the Trustee of any such  designation or rescission and of any
change in the location of any such other office or agency.

     Unless  otherwise  specified  as  contemplated  by Section 3.1, the Trustee
shall initially serve as Paying Agent.

     Section 9.3. Money for Securities  Payments to be Held in Trust;  Unclaimed
Money.  If the Company or any Guarantor  shall at any time act as its own Paying
Agent with respect to any series of  Securities,  it will, on or before each due
date of the principal of,  premium,  if any, or interest,  if any, on any of the
Securities  of that series,  segregate  and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal, premium, if any,
or  interest so  becoming  due until such sums shall be paid to such  Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee in
writing of its action or failure so to act.

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

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

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

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

     The Company may at any time, for the purpose of obtaining the  satisfaction
and discharge or defeasance of this Indenture or for any other purpose,  pay, or
by Company Order

                                       61
<PAGE>

direct any Paying  Agent to pay,  to the  Trustee  all sums held in trust by the
Company or such Paying Agent,  such sums to be held by the Trustee upon the same
terms as those  upon which  such sums were held by the  Company  or such  Paying
Agent;  and,  upon such payment by any Paying Agent to the Trustee,  such Paying
Agent shall be released from all further liability with respect to such money.

     Any money  deposited with the Trustee or any Paying Agent,  or then held by
the Company,  in trust for the payment of any principal,  premium or interest on
any  Security  of any series and  remaining  unclaimed  for two years after such
principal,  premium,  if any, or  interest,  if any,  has become due and payable
shall be paid to the Company on Company Request or (if then held by the Company)
shall be  discharged  from such  trust,  unless  otherwise  required  by certain
provisions  of applicable  law; and the Holder of such  Security and coupon,  if
any,  shall  thereafter,  as an  unsecured  general  creditor,  look only to the
Company for payment  thereof,  and all  liability  of the Trustee or such Paying
Agent with  respect to such trust  money,  and all  liability  of the Company as
trustee thereof, shall thereupon cease;  provided,  however, that the Trustee or
such Paying Agent, before being required to make any such repayment,  may at the
expense of the Company cause to be published  once, in a newspaper  published in
the English language,  customarily published on each Business Day and of general
circulation  in The City of New  York,  or cause to be  mailed  to such  Holder,
notice  that such  money  remains  unclaimed  and that,  after a date  specified
therein, which shall not be less than 30 days from the date of such publication,
any  unclaimed  balance  of such  money  then  remaining  will be  repaid to the
Company.

     Section 9.4. Corporate Existence. Subject to Article 7, the Company will at
all times do or cause to be done all things  necessary  to preserve  and keep in
full force and effect its  corporate  existence  and its rights and  franchises;
provided  that  nothing in this  Section 9.4 shall  prevent the  abandonment  or
termination  of any right or  franchise of the Company if, in the opinion of the
Company, such abandonment or termination is in the best interests of the Company
and does not materially  adversely  affect the ability of the Company to fulfill
its obligations hereunder.

     Section 9.5. Reports by the Company. The Company covenants:

          (a) to file with the  Trustee,  within 30 days  after the  Company  is
     required to file the same with the Commission, copies of the annual reports
     and of the  information,  documents  and other  reports  (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations  prescribe) which the Company may be required to file
     with  the  Commission  pursuant  to  Section  13 or  section  15(d)  of the
     Securities  Exchange  Act of 1934,  as  amended;  or, if the Company is not
     required to file  information,  documents or reports  pursuant to either of
     such  sections,  then to file  with  the  Trustee  and the  Commission,  in
     accordance with rules and  regulations  prescribed from time to time by the
     Commission,  such of the supplementary and periodic information,  documents
     and reports which may be required  pursuant to Section 13 of the Securities
     Exchange  Act of 1934,  as  amended,  in respect  of a security  listed and
     registered on a national securities exchange as may be prescribed from time
     to time in such rules and regulations;

                                       62
<PAGE>

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

          (c) to transmit to all Holders of Securities, within 30 days after the
     filing thereof with the Trustee,  in the manner and to the extent  provided
     in  section  313(c) of the  Trust  Indenture  Act,  such  summaries  of any
     information,  documents  and  reports  required  to be filed by the Company
     pursuant to subsections (a) and (b) of this Section 9.5, as may be required
     by rules and regulations prescribed from time to time by the Commission.

Delivery  of such  reports,  information  and  documents  to the  Trustee is for
informational  purposes  only  and  the  Trustee's  receipt  of such  shall  not
constitute   constructive  notice  of  any  information   contained  therein  or
determinable  from  information   contained   therein,   including   information
concerning  the  Company's  compliance  with  any  of its  covenants  hereunder,
provided  that  the  foregoing  shall  not  relieve  the  Trustee  of any of its
responsibilities hereunder.

     Section 9.6.  Annual  Review  Certificate;  Notice of Defaults or Events of
Default. (a) The Company covenants and agrees to deliver to the Trustee,  within
120 days  after  the end of each  fiscal  year of the  Company  (beginning  with
respect to  Securities  of any series  with the fiscal year next  following  the
issue date of such  series of  Securities),  a  certificate  from the  principal
executive officer,  principal financial officer or principal  accounting officer
as to his or her knowledge of the Company's  compliance  with all conditions and
covenants  under  this  Indenture.  For  purposes  of  this  Section  9.6,  such
compliance  shall  be  determined  without  regard  to any  period  of  grace or
requirement of notice provided under this Indenture.

     (b) The Company  covenants  and agrees to deliver to the Trustee,  within a
reasonable  time after the Company  becomes aware of the occurrence of a Default
or an Event of Default of the  character  specified  in Section  5.1(4)  hereof,
written notice of the occurrence of such Default or Event of Default.

     Section  9.7.  Books of Record and  Account.  The Company  will keep proper
books of record and account,  either on a consolidated or individual  basis. The
Company  shall cause its books of record and account to be examined  either on a
consolidated  or individual  basis,  by one or more firms of independent  public
accountants  not less  frequently  than annually.  The Company shall prepare its
financial   statements  in  accordance   with  generally   accepted   accounting
principles.


                                   ARTICLE 10

                                   REDEMPTION

     Section 10.1.  Applicability of Article.  Securities (including coupons, if
any) of any series which are redeemable before their Stated Maturity, whether at
the  option  of the  Holder  thereof  or the  Company,  shall be  redeemable  in
accordance  with their terms and (except as

                                       63
<PAGE>

otherwise specified as contemplated by Section 3.1 for Securities of any series)
in accordance with this Article.

     Section  10.2.  Election to Redeem  Notice to Trustee.  The election of the
Company to redeem any Securities,  including coupons, if any, shall be evidenced
by or  pursuant  to a Board  Resolution.  In the case of any  redemption  at the
election of the Company of less than all the  Securities or coupons,  if any, of
any series,  the Company shall,  at least 60 days prior to the  Redemption  Date
fixed by the  Company  (unless a shorter  notice  shall be  satisfactory  to the
Trustee),  notify the Trustee of such Redemption  Date and Redemption  Price, of
the  principal  amount of  Securities  of such  series to be  redeemed  and,  if
applicable,  of the tenor of the  Securities to be redeemed.  In the case of any
redemption of Securities (i) prior to the expiration of any  restriction on such
redemption  provided  in the  terms  of such  Securities  or  elsewhere  in this
Indenture or (ii)  pursuant to an election of the Company  which is subject to a
condition  specified in the terms of such Securities,  the Company shall furnish
the  Trustee  with an  Officers'  Certificate  evidencing  compliance  with such
restriction or condition.

     Section  10.3.  Selection of Securities  to be Redeemed.  Unless  otherwise
specified  as  contemplated  by  Section  3.1,  if less than all the  Securities
(including  coupons, if any) of a series with the same terms are to be redeemed,
the Trustee,  not more than 45 days prior to the Redemption  Date,  shall select
the  Securities of the series to be redeemed in such manner as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of a portion of the  principal  amount of any Security of such series,  provided
that the unredeemed  portion of the principal amount of any Security shall be in
an authorized  denomination (which shall not be less than the minimum authorized
denomination)  for such  Security.  The Trustee  shall make the  selection  from
Securities of the series that are  Outstanding and that have not previously been
called for  redemption  and may  provide for the  selection  for  redemption  of
portions (equal to the minimum authorized denomination for Securities, including
coupons,  if any,  of that  series  or any  integral  multiple  thereof)  of the
principal amount of Securities,  including coupons,  if any, of such series of a
denomination  larger than the minimum authorized  denomination for Securities of
that series.  The Trustee  shall  promptly  notify the Company in writing of the
Securities  selected  by the  Trustee  for  redemption  and,  in the case of any
Securities selected for partial  redemption,  the principal amount thereof to be
redeemed.  If the Company shall so direct,  Securities registered in the name of
the  Company,  any  Affiliate  of the Company or any  Subsidiary  of the Company
thereof shall not be included in the Securities selected for redemption.

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

     Section  10.4.  Notice  of  Redemption.   Unless  otherwise   specified  as
contemplated by Section 3.1,  notice of redemption  shall be given in the manner
provided in Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

                                       64
<PAGE>

All notices of redemption shall state:

     (1) the Redemption Date;

     (2) the Redemption Price;

     (3) if less  than all the  Outstanding  Securities  of a  series  are to be
redeemed,  the  identification  (and in the  case  of  partial  redemption,  the
principal amounts) of the particular Security or Securities to be redeemed;

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

     (5) the Place or Places of Payment where such  Securities,  together in the
case of  Bearer  Securities  with  all  coupons  appertaining  thereto,  if any,
maturing  after the Redemption  Date, are to be surrendered  for payment for the
Redemption Price;

     (6) that  Securities of the series called for  redemption and all unmatured
coupons, if any, appertaining thereto must be surrendered to the Paying Agent to
collect the Redemption Price;

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

     (8) that the redemption is for a sinking fund, if such is the case;

     (9) that unless otherwise  specified in such notice,  Bearer  Securities of
any series,  if any,  surrendered  for  redemption  must be  accompanied  by all
coupons  maturing  subsequent to the  Redemption  Date or the amount of any such
missing  coupon or coupons will be deducted from the  Redemption  Price,  unless
security or indemnity  satisfactory  to the Company,  the Trustee and any Paying
Agent is furnished; and

     (10) the CUSIP number, if any, of the Securities.

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

     Section 10.5.  Deposit of Redemption  Price.  On or prior to any Redemption
Date,  the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying  Agent,  segregate  and hold in trust as
provided  in  Section  9.3) an amount  of money in the  currency  or  currencies
(including  currency  unit or units) in which the  Securities of such series are
payable  (except  as  otherwise  specified  pursuant  to  Section  3.1  for  the
Securities  of  such  series)  sufficient  to  pay on the  Redemption  Date  the
Redemption  Price of, and  (unless  the  Redemption  Date  shall be an  Interest
Payment Date)  interest  accrued to the  Redemption  Date on, all  Securities or
portions thereof which are to be redeemed on that date.

                                       65
<PAGE>

     Unless  any  Security  by its terms  prohibits  any  sinking  fund  payment
obligation  from  being   satisfied  by  delivering  and  crediting   Securities
(including  Securities  redeemed  otherwise  than through a sinking  fund),  the
Company may deliver such  Securities to the Trustee for  crediting  against such
payment  obligation in  accordance  with the terms of such  Securities  and this
Indenture or as otherwise specified as contemplated by Section 3.1.

     Section 10.6.  Securities  Payable on Redemption Date. Notice of redemption
having been given as aforesaid,  the Securities so to be redeemed  shall, on the
Redemption  Date,  become  due  and  payable  at the  Redemption  Price  therein
specified, and from and after such date (unless the Company shall default in the
payment of the  Redemption  Price and accrued  interest) such  Securities  shall
cease to bear interest and the coupons for any such interest appertaining to any
Bearer Security so to be redeemed, except to the extent provided below, shall be
void. Except as provided in the next succeeding paragraph, upon surrender of any
such Security, including coupons, if any, for redemption in accordance with said
notice,  such  Security  shall be paid by the Company at the  Redemption  Price,
together with accrued interest to the Redemption Date; provided,  however,  that
installments  of interest on Bearer  Securities  whose Stated  Maturity is on or
prior to the  Redemption  Date  shall be  payable  only at an  office  or agency
located  outside  the United  States and its  possessions  (except as  otherwise
provided in Section 9.2) and,  unless  otherwise  specified as  contemplated  by
Section 3.1, only upon  presentation and surrender of coupons for such interest;
and provided,  further  that,  unless  otherwise  specified as  contemplated  by
Section 3.1,  installments  of interest on  Registered  Securities  whose Stated
Maturity is on or prior to the  Redemption  Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant  Record Dates according to their terms and
the provisions of Section 3.7.

     If any Bearer Security  surrendered for redemption shall not be accompanied
by all  appurtenant  coupons  maturing  after the Redemption  Date,  such Bearer
Security may be paid after  deducting from the Redemption  Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or  coupons  may be waived by the  Company  and the  Trustee  if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying  Agent  harmless.  If  thereafter  the Holder of such Bearer
Security  shall  surrender  to the Trustee or any Paying  Agent any such missing
coupon in respect of which a deduction  shall have been made from the Redemption
Price,  such  Holder  shall be  entitled  to  receive  the  amount so  deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency  located  outside of the United States  (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise provided as contemplated
by Section 3.1, only upon presentation and surrender of those coupons.

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

     Section 10.7.  Securities  Redeemed in Part.  Upon  surrender of a Security
that is redeemed in part at any Place of Payment  therefor (with, if the Company
or the Trustee so  requires,  due  endorsement  by, or a written  instrument  of
transfer in form  satisfactory  to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing),  the Company and
the Guarantors  shall execute and the Trustee shall  authenticate and

                                       66
<PAGE>

deliver to the Holder of that Security, without service charge a new Security or
Securities of the same series,  having the same form, terms and Stated Maturity,
in any  authorized  denomination  equal in  aggregate  principal  amount  to the
unredeemed portion of the principal amount of the Security surrendered.

                                   ARTICLE 11

                                  SINKING FUNDS

     Section  11.1.  Applicability  of Article.  The  provisions of this Article
shall be  applicable  to any sinking fund for the  retirement of Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  3.1 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities  of any series is herein  referred to as a  "mandatory  sinking  fund
payment",  and any payment in excess of such minimum amount  provided for by the
terms of Securities of any series is herein referred to as an "optional  sinking
fund  payment".  If provided for by the terms of Securities  of any series,  the
cash amount of any sinking  fund payment may be subject to reduction as provided
in Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of the  Securities of such
series.

     Section 11.2.  Satisfaction of Sinking Fund Payments with  Securities.  The
Company  (i) may  deliver  Outstanding  Securities  of a series  (other than any
previously called for redemption)  together, in the case of Bearer Securities of
such series, with all unmatured coupons  appertaining thereto and (ii) may apply
as a credit  Securities  of a series  which  have  been  redeemed  either at the
election of the Company  pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities,  or (iii) may apply Securities of a series previously cancelled
or  delivered  to the Trustee for  cancellation  pursuant to Section 3.9 in each
case in satisfaction of all or any part of any sinking fund payment with respect
to the  Securities  of such series  required to be made pursuant to the terms of
such Securities as provided for by the terms of such series;  provided that such
Securities  have not been  previously  so  credited.  Such  Securities  shall be
received and credited  for such purpose by the Trustee at the  Redemption  Price
specified in such  Securities  for redemption  through  operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 11.3.  Redemption of Securities  for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any series of  Securities,  the
Company  will  deliver to the Trustee an Officers'  Certificate  specifying  the
amount of the next ensuing  sinking fund payment for that series pursuant to the
terms of that series,  the portion thereof,  if any, which is to be satisfied by
payment of cash and the portion  thereof,  if any,  which is to be  satisfied by
delivering and crediting  Securities of that series pursuant to Section 11.2 and
will also deliver to the Trustee any  Securities  to be so  delivered.  Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the  Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 10.3 and cause notice of the redemption thereof

                                       67
<PAGE>

to be given in the  name of and at the  expense  of the  Company  in the  manner
provided in Section 10.4. Such notice having been duly given,  the redemption of
such  Securities  shall be made  upon the  terms  and in the  manner  stated  in
Sections 10.6 and 10.7.


                                   ARTICLE 12

                                   GUARANTEES

     Section 12.1. Guarantees. (a) Subject to the provisions of this Article 12,
each Guarantor,  jointly and severally,  hereby irrevocably and  unconditionally
guarantees  to each  Holder of  Securities  and to the  Trustee on behalf of the
Holders (i) the due and punctual  payment of principal of, premium,  if any, and
interest  in full on each  Security  when and as the same  shall  become due and
payable whether at Stated Maturity, by declaration of acceleration or otherwise,
(ii) the due and  punctual  payment of  interest on the  overdue  principal  of,
premium, if any, and interest in full on the Securities, to the extent permitted
by law, and (iii) the due and punctual  performance of all other  Obligations of
the Company and the other  Guarantors  to the Holders or the Trustee,  including
without  limitation  the  payment of fees,  expenses,  indemnification  or other
amounts,  all in accordance with the terms of the Securities and this Indenture.
In case of the failure of the Company  punctually to make any such  principal or
interest payment or the failure of the Company or any other Guarantor to perform
any such  other  Obligation,  each  Guarantor  hereby  agrees  to cause any such
payment to be made punctually when and as the same shall become due and payable,
whether at Stated Maturity, by declaration of acceleration or otherwise,  and as
if  such  payment  were  made by the  Company  and to  perform  any  such  other
Obligation of the Company  immediately.  Each Guarantor hereby further agrees to
pay any and all  expenses  (including  reasonable  counsel  fees  and  expenses)
incurred  by the  Trustee or the  Holders in  enforcing  any rights  under these
Guarantees.  The Guarantees  under this Article 12 are guarantees of payment and
not of collection.

     (b)  Each  of the  Company  and the  Guarantors  hereby  waives  diligence,
presentment,  demand of  payment,  filing of claims with a court in the event of
merger,  insolvency  or bankruptcy  of the Company or any other  Guarantor,  any
right to require a proceeding  first against the Company or any other Guarantor,
protest or notice with respect to the Securities or the  indebtedness  evidenced
thereby and all demands whatsoever, and covenants that these Guarantees will not
be discharged except by complete performance of the Obligations contained in the
Securities and in this Indenture,  or as otherwise specifically provided therein
and herein.

     (c) Each Guarantor hereby waives and relinquishes:

     (i)  any right to require the Trustee,  the Holders or the Company (each, a
          "Benefited Party") to proceed against the Company, the Subsidiaries of
          the Company or any other  Person or to proceed  against or exhaust any
          security held by a Benefited  Party at any time or to pursue any other
          remedy in any secured  party's  power  before  proceeding  against the
          Guarantors;

     (ii) any  defense  that may  arise by  reason  of the  incapacity,  lack of
          authority,  death or  disability of any other Person or Persons or the
          failure of a  Benefited  Party to file

                                       68
<PAGE>

          or enforce a claim against the estate (in  administration,  bankruptcy
          or any other proceeding) of any other Person or Persons;

     (iii)demand,  protest and notice of any kind (except as expressly  required
          by  this  Indenture),  including  but not  limited  to  notice  of the
          existence, creation or incurring of any new or additional indebtedness
          or  obligation  or of any  action  or  non-action  on the  part of the
          Guarantors,   the  Company,  the  Subsidiaries  of  the  Company,  any
          Benefited  Party,  any creditor of the Guarantors,  the Company or the
          Subsidiaries  of the  Company  or on the  part  of  any  other  Person
          whomsoever in connection with any obligations the performance of which
          are hereby guaranteed;

     (iv) any defense  based upon an election of remedies by a Benefited  Party,
          including  but not  limited  to an  election  to proceed  against  the
          Guarantors for reimbursement;

     (v)  any defense based upon any statute or rule of law which  provides that
          the  obligation  of a surety  must be neither  larger in amount nor in
          other respects more burdensome than that of the principal;

     (vi) any defense arising because of a Benefited  Party's  election,  in any
          proceeding  instituted under the Bankruptcy Law, of the application of
          Section 1111(b)(2) of the Bankruptcy Law; and

     (vii)any defense  based on any  borrowing  or grant of a security  interest
          under Section 364 of the Bankruptcy Law.

     (d) Each Guarantor  further agrees that, as between such Guarantor,  on the
one hand,  and Holders and the Trustee,  on the other hand,  (i) for purposes of
the relevant  Guarantee,  the  maturity of the  Obligations  Guaranteed  by such
Guarantee may be accelerated as provided in Article 5, notwithstanding any stay,
injunction or other  prohibition  preventing such acceleration in respect of the
Obligations  guaranteed  thereby,  and (ii) in the event of any  acceleration of
such  Obligations  (whether  or not  due and  payable)  such  Obligations  shall
forthwith  become  due  and  payable  by such  Guarantor  for  purposes  of such
Guarantee.

     (e) The  Guarantees  shall continue to be effective or shall be reinstated,
as the  case  may be,  if at any  time any  payment,  or any  part  thereof,  of
principal of, premium, if any, or interest on any of the Securities is rescinded
or must otherwise be returned by the Holders or the Trustee upon the insolvency,
bankruptcy or  reorganization  of the Company or any of the  Guarantors,  all as
though such payment had not been made.

     (f) Each Guarantor shall be subrogated to all rights of the Holders against
the Company in respect of any  amounts  paid by such  Guarantor  pursuant to the
provisions  of the  Guarantees  or this  Indenture;  provided,  however,  that a
Guarantor  shall not be entitled to enforce or to receive any payments until the
principal of, premium,  if any, and interest on all Securities  issued hereunder
shall have been paid in full.

                                       69
<PAGE>

     Section 12.2 Obligations of Guarantors Unconditional. Each Guarantor hereby
agrees that its  Obligations  hereunder shall be Guarantees of payment and shall
be unconditional,  irrespective of and unaffected by the validity, regularity or
enforceability of the Securities or this Indenture,  or of any amendment thereto
or hereto,  the absence of any action to enforce the same, the waiver or consent
by any Holder or by the Trustee  with  respect to any  provisions  thereof or of
this  Indenture,  the entry of any  judgment  against  the  Company or any other
Guarantor  or any action to  enforce  the same or any other  circumstance  which
might  otherwise  constitute  a legal or  equitable  discharge  or  defense of a
guarantor.

     Section 12.3. Limitation on Guarantors' Liability.  Each Guarantor,  and by
its acceptance  hereof each Holder,  hereby confirms that it is the intention of
all such parties that the Guarantee by such Guarantor  pursuant to its Guarantee
not  constitute  a  fraudulent  transfer  or  conveyance  for  purposes  of  the
Bankruptcy Law, the Uniform  Fraudulent  Conveyance Act, the Uniform  Fraudulent
Transfer Act or any similar  federal or state law. To  effectuate  the foregoing
intention,  the Holders and such  Guarantor  hereby  irrevocable  agree that the
Obligations  of such  Guarantor  under  this  Article 12 shall be limited to the
maximum  amount as will,  after giving effect to all other  contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments  made  by or on  behalf  of  any  other  Guarantor  in  respect  of the
Obligations  of such  other  Guarantor  under  this  Article  12,  result in the
Obligations of such Guarantor under its Guarantee not  constituting a fraudulent
transfer or conveyance under applicable federal or state law.

          Section  12.4.  Releases  of  Guarantees.  (a) If the  Securities  are
     defeased in accordance with the terms of Article 4 of this Indenture,  then
     each Guarantor shall be deemed to have been released from and discharged of
     its  obligations  under its  Guarantee  as  provided  in  Article 4 hereof,
     subject to the conditions stated therein.

          (b)  In the  event  an  entity  that  is a  Guarantor  ceases  to be a
     guarantor  under the Senior  Credit  Agreement,  as  amended  (or any other
     credit agreement renewing, refunding, replacing, restating,  refinancing or
     extending the Senior Credit Agreement),  such entity shall also cease to be
     a  Guarantor,  whether  or not a  Default  or an Event of  Default  is then
     outstanding.

          (c)  Any  Guarantor  not  released  from  its  obligations  under  its
     Guarantee shall remain liable for the full amount of principal of, premium,
     if any, and interest on the Securities and for the other obligations of the
     Company,  such  Guarantor and any other  Guarantor  under this Indenture as
     provided in this Article 12.

          Section  12.5.   Application   of  Certain  Terms  and  Provisions  to
     Guarantors.  (a) For  purposes of any  provision  of this  Indenture  which
     provides for the delivery by any Guarantor of an Officers'  Certificate  or
     an Opinion of Counsel or both, the definitions of such terms in Section 1.1
     shall apply to such Guarantor as if references  therein to the Company were
     references to such Guarantor.

          (b) Any request,  direction, order or demand which by any provision of
     this  Indenture  is to be made by any  Guarantor  shall  be  sufficient  if
     evidenced by a Company

                                       70
<PAGE>

     Order;  provided  that the  definition  of such term in Section  1.1 hereof
     shall apply to such Guarantor as if references  therein to the Company were
     references to such Guarantor.

          (c) Any notice or demand which by any  provision of this  Indenture is
     required  or  permitted  to be given or  served  by the  Trustee  or by the
     Holders  of  Securities  to or on any  Guarantor  may be given or served as
     described in Section 1.5 hereof.

          (d) Upon any demand,  request or  application  by any Guarantor to the
     Trustee  to take any action  under this  Indenture,  such  Guarantor  shall
     furnish to the Trustee  such  certificates  and opinions as are required in
     Section  6.2  hereof  as if all  references  therein  to the  Company  were
     references to such Guarantor.

     Section  12.6.  Additional   Guarantors.   The  Company  shall  cause  each
subsidiary  of the  Company  that  becomes a guarantor  under the Senior  Credit
Agreement,  as  amended  (or any other  credit  agreement  renewing,  refunding,
replacing,  restating,  refinancing  or extending the Senior Credit  Agreement),
after  the Date of the  Indenture  , to  execute  and  deliver  to the  Trustee,
promptly upon any such formation or acquisition (a) a supplemental  indenture in
form and substance satisfactory to the Trustee which subjects such subsidiary to
the provisions of this  Indenture as a Guarantor,  and (b) an Opinion of Counsel
to the effect that such  supplemental  indenture  has been duly  authorized  and
executed  by such  subsidiary  and  constitutes  the legal,  valid,  binding and
enforceable  obligation of such subsidiary (subject to such customary exceptions
concerning   fraudulent   conveyance  laws,   creditors'  rights  and  equitable
principles as may be acceptable to the Trustee in its discretion).

                                      * * *

     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
instrument.

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

                                          FEDERAL-MOGUL CORPORATION

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

                                          FEDERAL-MOGUL DUTCH HOLDINGS INC.

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

                                       71
<PAGE>

                                          FEDERAL-MOGUL GLOBAL INC.

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

                                          FEDERAL-MOGUL U.K. HOLDINGS INC.

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

                                          CARTER AUTOMOTIVE COMPANY, INC.

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

                                       72
<PAGE>

                                          FEDERAL MOGUL VENTURE CORPORATION

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

                                          FEDERAL-MOGUL WORLD WIDE, INC.

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

                                          FEDERAL-MOGUL GLOBAL PROPERTIES, INC.

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

                                          FELT PRODUCTS MFG.  CO.

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

                                          FEL-PRO MANAGEMENT CO.

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

                                       73
<PAGE>

                                          FEL-PRO CHEMICAL PRODUCTS L.P.

                                     by:  FEL-PRO MANAGEMENT CO.

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

                                       74
<PAGE>

                                          THE BANK OF NEW YORK, as Trustee

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