<PAGE>



                                                                     EXHIBIT 4.2

                                    CRANE CO.

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,

                         A National Banking Association

                                     Trustee



                                    Indenture

                         Dated as of __________ __, 20__



                                   ----------



                          Subordinated Debt Securities




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



<PAGE>



                                TABLE OF CONTENTS

                                   ----------


                                                                      Page
                                                                      ----
PARTIES...............................................................1

RECITALS..............................................................1

      Authorization of Indenture......................................1
      Compliance with Legal Requirements..............................1
      Purpose of and Consideration for Indenture......................1


                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.1.   Certain Terms Defined..................................1
               Board of Directors.....................................2
               Business Day...........................................2
               Commission.............................................2
               Corporate Trust Office.................................2
               covenant defeasance....................................2
               defeasance.............................................2
               Event of Default.......................................2
               Holder, Holder of Securities, Securityholder...........2
               Indenture..............................................2
               interest...............................................2
               Issuer.................................................2
               mandatory sinking fund payment.........................2
               Officers' Certificate..................................2
               Opinion of Counsel.....................................3
               optional sinking fund payment..........................3
               Original Issue Date....................................3
               Original Issue Discount Security.......................3
               Outstanding............................................3
               person.................................................4
               principal..............................................4
               record date............................................4
               Responsible Officer....................................4


<PAGE>


                                                                            Page
                                                                            ----

               Security or Securities........................................4
               Senior Indebtedness...........................................4
               sinking fund payment date.....................................5
               Trustee.......................................................5
               Trust Indenture Act of 1939...................................5
               U.S. Government Obligations...................................5
               vice president................................................5
               Yield to Maturity.............................................5


                                   ARTICLE TWO

                                   SECURITIES

SECTION 2.1.   Forms Generally...............................................5
SECTION 2.2.   Form of Trustee's Certificate of Authentication...............6
SECTION 2.3.   Amount Unlimited; Issuable in Series..........................6
SECTION 2.4.   Authentication and Delivery of Securities.....................7
SECTION 2.5.   Execution of Securities.......................................8
SECTION 2.6.   Certificate of Authentication.................................9
SECTION 2.7.   Denomination and Date of Securities; Payments of Interest.....9
SECTION 2.8.   Registration, Transfer and Exchange...........................10
SECTION 2.9.   Mutilated, Defaced, Destroyed, Lost and Stolen Securities.....10
SECTION 2.10.  Cancellation of Securities; Destruction Thereof...............11
SECTION 2.11.  Temporary Securities..........................................11


                                  ARTICLE THREE

                     COVENANTS OF THE ISSUER AND THE TRUSTEE

SECTION 3.1.   Payment of Principal and Interest.............................12
SECTION 3.2.   Offices for Payments, etc.....................................12
SECTION 3.3.   Appointment to Fill a Vacancy in Office of Trustee............12
SECTION 3.4.   Paying Agents.................................................13
SECTION 3.5.   Certificate of the Issuer.....................................13
SECTION 3.6.   Securityholders Lists.........................................14
SECTION 3.7.   Reports by the Issuer.........................................14
SECTION 3.8.   Reports by the Trustee........................................14


                                       ii


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                                                        ARTICLE FOUR

                                            REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                                      ON EVENT OF DEFAULT

SECTION 4.1.   Event of Default Defined; Acceleration of Maturity; Waiver of Default......................14
SECTION 4.2.   Collection of Indebtedness by Trustee; Trustee May Prove Debt..............................17
SECTION 4.3.   Application of Proceeds....................................................................19
SECTION 4.4.   Suits for Enforcement......................................................................20
SECTION 4.5.   Restoration of Rights on Abandonment of Proceedings........................................20
SECTION 4.6.   Limitations on Suits by Securityholders....................................................20
SECTION 4.7.   Unconditional Right of Securityholders to Institute Certain Suits..........................21
SECTION 4.8.   Powers and Remedies Cumulative; Delay or Omission Not Waiver of
               Default....................................................................................21
SECTION 4.9.   Control by Securityholders.................................................................21
SECTION 4.10.  Waiver of Past Defaults....................................................................22
SECTION 4.11.  Trustee to Give Notice of Default, But May Withhold in Certain
               Circumstances..............................................................................22
SECTION 4.12.  Right of Court to Require Filing of Undertaking to Pay Costs...............................22


                                                        ARTICLE FIVE

                                                     CONCERNING THE TRUSTEE

SECTION 5.1.   Duties and Responsibilities of the Trustee; During Default; Prior to
               Default....................................................................................23
SECTION 5.2.   Certain Rights of the Trustee..............................................................24
SECTION 5.3.   Trustee Not Responsible for Recitals, Disposition of Securities or
               Application of Proceeds Thereof............................................................25
SECTION 5.4.   Trustee and Agents May Hold Securities; Collections, etc...................................25
SECTION 5.5.   Monies Held by Trustee.....................................................................26
SECTION 5.6.   Compensation and Indemnification of Trustee and Its Prior Claim............................26
SECTION 5.7.   Right of Trustee to Rely on Officers' Certificate, etc.....................................26
SECTION 5.8.   Persons Eligible for Appointment as Trustee................................................26
SECTION 5.9    Resignation and Removal; Appointment of Successor Trustee..................................27
SECTION 5.10.  Acceptance of Appointment by Successor Trustee.............................................28
SECTION 5.11.  Merger, Conversion, Consolidation or Succession to
               Business of Trustee........................................................................29
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                                      iii

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                                                        ARTICLE SIX

                                              CONCERNING THE SECURITYHOLDERS

SECTION 6.1.   Evidence of Action Taken by Securityholders................................................29
SECTION 6.2.   Proof of Execution of Instruments and of Holding of Securities; Record
               Date.......................................................................................30
SECTION 6.3.   Holders to Be Treated as Owners............................................................30
SECTION 6.4.   Securities Owned by Issuer Deemed Not Outstanding..........................................30
SECTION 6.5.   Right of Revocation of Action Taken........................................................31


                                                       ARTICLE SEVEN

                                                  SUPPLEMENTAL INDENTURES

SECTION 7.1.   Supplemental Indentures Without Consent of Securityholders.................................31
SECTION 7.2.   Supplemental Indentures With Consent of Securityholders....................................32
SECTION 7.3.   Effect of Supplemental Indenture...........................................................33
SECTION 7.4.   Documents to Be Given to Trustee...........................................................33
SECTION 7.5.   Notation on Securities in Respect of Supplemental Indentures...............................33


                                                      ARTICLE EIGHT

                                         CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 8.1.   Issuer may Consolidate, etc., on Certain Terms.............................................34
SECTION 8.2.   Successor Corporation Substituted..........................................................34
SECTION 8.3.   Opinion of Counsel to Trustee..............................................................35


                                                     ARTICLE NINE

                                       SATISFACTION AND DISCHARGE OF INDENTURE;
                                                 UNCLAIMED MONIES

SECTION 9.1.   Satisfaction and Discharge of Indenture....................................................35
SECTION 9.2.   Issuer's Option to Effect Defeasance or Covenant Defeasance................................36
SECTION 9.3.   Defeasance and Discharge...................................................................36
SECTION 9.4.   Covenant Defeasance........................................................................37
SECTION 9.5.   Conditions to Defeasance or Covenant Defeasance............................................37
SECTION 9.6.   Application by Trustee of Funds Deposited for Payment of Securities........................39
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                                       iv


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SECTION 9.7.   Repayment of Monies Held by Paying Agent...................................................39
SECTION 9.8.   Return of Monies Held By Trustee and Paying Agent Unclaimed for
               Three Years................................................................................39
SECTION 9.9.   Indemnity for U.S. Government Obligations..................................................39
SECTION 9.10.  Reinstatement..............................................................................39


                                                        ARTICLE TEN

                                                  MISCELLANEOUS PROVISIONS

SECTION 10.1.  Incorporators, Stockholders, Officers and Directors of Issuer Exempt
               from Individual Liability..................................................................40
SECTION 10.2.  Provisions of Indenture for the Sole Benefit of Parties and
               Securityholders............................................................................40
SECTION 10.3.  Successors and Assigns of Issuer Bound by Indenture........................................40
SECTION 10.4.  Notices and Demands on Issuer, Trustee and Securityholders.................................40
SECTION 10.5.  Officers' Certificates and Opinions of Counsel; Statements to Be
               Contained Therein..........................................................................41
SECTION 10.6.  Payments Due on Saturdays, Sundays and Holidays............................................42
SECTION 10.7.  Conflict of Any Provision of Indenture with Trust Indenture
               Act of 1939................................................................................42
SECTION 10.8.  New York Law to Govern.....................................................................42
SECTION 10.9.  Counterparts...............................................................................42
SECTION 10.10. Effect of Headings.........................................................................42


                                                      ARTICLE ELEVEN

                                        REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 11.1.  Applicability of Article...................................................................42
SECTION 11.2.  Notice of Redemption; Partial Redemptions..................................................43
SECTION 11.3.  Payment of Securities Called for Redemption................................................44
SECTION 11.4.  Exclusion of Certain Securities from Eligibility for Selection for
               Redemption.................................................................................44
SECTION 11.5.  Mandatory and Optional Sinking Funds.......................................................44
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                                       v

<PAGE>


                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

                                                                      Page
                                                                      ----

SECTION 12.1.  Agreement of Subordination.............................47
SECTION 12.2.  Payments to Securityholders............................47
SECTION 12.3.  Subrogation of Securities..............................48
SECTION 12.4.  Authorization by Securityholders.......................49
SECTION 12.5.  Notice to Trustee......................................49
SECTION 12.6.  Trustee's Relation to Senior Indebtedness..............50
SECTION 12.7.  No Impairment of Subordination.........................50
SECTION 12.8.  Defeasance of this Article Twelve......................51


TESTIMONIUM...........................................................51

SIGNATURES............................................................51

ACKNOWLEDGMENTS.......................................................52









                                       vi


<PAGE>





         INDENTURE dated as of __________ __, 20__ between CRANE CO., a Delaware
corporation (the "Issuer"), and LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (the "Trustee").

                W I T N E S S E T H:


         WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured bonds, debentures, notes or other evidences of indebtedness to be
issued in one or more series (the "Securities") up to such principal amount or
amounts as may from time to time be authorized in accordance with the terms of
this Indenture and to provide, among other things, for the authentication,
delivery and administration thereof, the Issuer has duly authorized the
execution and delivery of this Indenture; and

         WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the Holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective Holders from time to time
of the Securities as follows:


                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.1 CERTAIN TERMS DEFINED. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise clearly requires), shall have the meanings assigned to
such terms in said Trust Indenture Act and in said Securities Act as in force at
the date of this Indenture. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles, and the term "GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES" means such accounting principles as are generally
accepted at the time of any computation. 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. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.


<PAGE>



         "BOARD OF DIRECTORS" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act hereunder.

         "BUSINESS DAY" means, with respect to any Security, a day that in the
city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such Security, is not a day on which banking
institutions are authorized by law or regulation 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 and delivery 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 on such date.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 135 S. LaSalle St., Suite 1960, Chicago, Illinois
60603.

         "COVENANT DEFEASANCE" shall have the meaning set forth in Section 9.4.

         "DEFEASANCE" shall have the meaning set forth in Section 9.3.

         "EVENT OF DEFAULT" means any event or condition specified as such in
Section 4.1.

         "HOLDER", "HOLDER OF SECURITIES", "SECURITYHOLDER" or other similar
terms mean the registered holder of any Security.

         "INDENTURE" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder.

         "INTEREST" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

         "ISSUER" means Crane Co., a Delaware corporation, and, subject to
Article Eight, its successors and assigns.

         "MANDATORY SINKING FUND PAYMENT" shall have the meaning set forth in
Section 11.5.

         "OFFICERS' CERTIFICATE" means a certificate signed by the chairman of
the Board of Directors or the president or any vice president and by the
treasurer or the secretary or any assistant secretary of the Issuer and
delivered to the Trustee. Each such certificate shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.5.



                                       2
<PAGE>


         "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer and who shall be
satisfactory to the Trustee. Each such opinion shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.5, if and to the extent required hereby.

         "OPTIONAL SINKING FUND PAYMENT" shall have the meaning set forth in
Section 11.5.

         "ORIGINAL ISSUE DATE" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 4.1.

         "OUTSTANDING", when used with reference to Securities, shall, subject
to the provisions of Section 6.4, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except:

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

         (b)   Securities, or portions thereof, for the payment or redemption of
               which monies in the necessary amount shall have been deposited in
               trust with the Trustee or with any paying agent (other than the
               Issuer) or shall have been set aside, segregated and held in
               trust by the Issuer for the Holders of such Securities (if the
               Issuer shall act as its own paying agent), PROVIDED that if such
               Securities, or portions thereof, are to be redeemed prior to the
               maturity thereof, notice of such redemption shall have been given
               as herein provided, or provision satisfactory to the Trustee
               shall have been made for giving such notice; and

         (c)   Securities in substitution for which other Securities shall have
               been authenticated and delivered, or which shall have been paid,
               pursuant to the terms of Section 2.9 (except with respect to any
               such Security as to which proof satisfactory to the Trustee is
               presented that such Security is held by a person in whose hands
               such Security is a legal, valid and binding obligation of the
               Issuer).

         In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 4.1.




                                       3
<PAGE>


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

         "PRINCIPAL" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any".

         "RECORD DATE" shall have the meaning set forth in Section 2.7.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee means the
chairman of the board of directors, any vice chairman of the board of directors,
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the president, any vice president,
the cashier, the secretary, the treasurer, any trust officer, any assistant
trust officer, any assistant vice president, any assistant cashier, any
assistant secretary, any assistant treasurer or any other officer or assistant
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 his or her
knowledge of and familiarity with the particular subject.

         "SECURITY" or "SECURITIES" has the meaning stated in the first recital
of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.

         "SENIOR INDEBTEDNESS" means the principal of, premium, if any, interest
on, and any other payment due pursuant to any of the following, whether
outstanding at the date hereof or hereafter incurred or created:

         (a)   all indebtedness of the Issuer for money borrowed (including any
               indebtedness secured by a mortgage, conditional sales contract or
               other lien which is (i) given to secure all or part of the
               purchase price of property subject thereto, whether given to the
               vendor of such property or to another or (ii) existing on
               property at the time of acquisition thereof);

         (b)   all indebtedness of the Issuer evidenced by notes, debentures,
               bonds or other securities;

         (c)   all lease obligations of the Issuer which are capitalized on the
               books of the Issuer in accordance with generally accepted
               accounting principles;

         (d)   all indebtedness of others of the kinds described in any of the
               preceding clauses (a) or (b) and all lease obligations of others
               of the kind described in the preceding clause (c) assumed by or
               guaranteed in any manner by the Issuer or in effect guaranteed by
               the Issuer through an agreement to purchase, contingent or
               otherwise; and



                                       4
<PAGE>


         (e)   all renewals, extensions or refundings of indebtedness of the
               kinds described in any of the preceding clauses (a), (b) or (d)
               and all renewals or extensions of lease obligations of the kinds
               described in any of the preceding clauses (c) or (d);

unless, in the case of any particular indebtedness, lease, renewal, extension or
refunding, the instrument or lease creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such indebtedness,
lease, renewal, extension or refunding is subordinate to any other indebtedness
of the Issuer or is not superior in right of payment to, or is PARI PASSU with,
the Securities. Notwithstanding the foregoing, Senior Indebtedness shall not
include (i) any indebtedness or lease obligation of any kind of the Issuer to
any subsidiary of the Issuer, a majority of the voting stock of which is owned
by the Issuer or (ii) indebtedness for trade payables or constituting the
deferred purchase price of assets or services incurred in the ordinary course of
business.

         "SINKING FUND PAYMENT DATE" shall have the meaning set forth in
Section 11.5.

         "TRUSTEE" means the person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Five, shall also
include any successor trustee.

         "TRUST INDENTURE ACT OF 1939" means the Trust Indenture Act of 1939 as
in force at the date as of which this Indenture was originally executed.

         "U.S. GOVERNMENT OBLIGATIONS" shall have the meaning set forth in
Section 9.1.

         "VICE PRESIDENT" when used with respect to the Issuer or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title of "vice president".

         "YIELD TO MATURITY" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.


                                   ARTICLE TWO

                                   SECURITIES

         SECTION 2.1 FORMS GENERALLY. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a resolution of the Board of Directors or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with any rules of any securities exchange or to
conform to general usage, all as may be



                                       5
<PAGE>


determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

         The definitive Securities 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, as evidenced by their execution of
such Securities.

         SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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


                   Lasalle Bank National Association,
                       as Trustee


                   By
                     ---------------------------------
                       Authorized Officer



         SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors and set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:

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

         (2)   any limit upon the aggregate principal amount of the Securities
               of the series that may be authenticated and delivered under this
               Indenture (except for Securities authenticated and delivered upon
               registration of transfer of, or in exchange for, or in lieu of,
               other Securities of the series pursuant to Section 2.8, 2.9, 2.11
               or 11.3);

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

         (4)   the rate or rates at which the Securities of the series shall
               bear interest, if any, or the method by which such rate shall be
               determined, the date or dates from which such interest shall
               accrue, the interest payment dates on which such interest shall
               be



                                       6
<PAGE>


               payable and the record dates for the determination of
               Holders to whom interest is payable;

         (5)   the place or places where the principal of and any interest on
               Securities of the series shall be payable (if other than as
               provided in Section 3.2);

         (6)   the price or prices at which, the period or periods within which
               and the terms and conditions upon which Securities of the series
               may be redeemed, in whole or in part, at the option of the
               Issuer, pursuant to any sinking fund or otherwise;

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

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

         (9)   if other than the principal amount thereof, the portion of the
               principal amount of Securities of the series which shall be
               payable upon declaration of acceleration of the maturity thereof
               pursuant to Section 4.1 or provable in bankruptcy pursuant to
               Section 4.2;

         (10)  any other terms of the series (which terms shall not be
               inconsistent with the provisions of this Indenture); and

         (11)  any trustees, authenticating or paying agents, transfer agents or
               registrars or any other agents with respect to the Securities of
               such series.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors or in any such indenture
supplemental hereto.

         SECTION 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver Securities of any series executed by the Issuer to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Issuer, signed by both (a) the
Chairman of its Board of Directors, any vice chairman of its Board of Directors,
its president or any vice president and (b) by its treasurer or any assistant
treasurer, without any further action by the Issuer. 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 5.1) shall be fully protected in relying upon:

         (1)   the written order of the Issuer referred to above requesting
               authentication of the Securities;



                                       7
<PAGE>


         (2)   a copy of any resolution or resolutions of the Board of Directors
               relating to such series, in each case certified by the secretary
               or an assistant secretary of the Issuer;

         (3)   an executed supplemental indenture, if any;

         (4)   an Officers' Certificate setting forth the form and terms of the
               Securities as required pursuant to Sections 2.1 and 2.3,
               respectively, and prepared in accordance with Section 10.5; and

         (5)   an Opinion of Counsel, prepared in accordance with Section 10.5,
               to the effect that:

               (a)   the form or forms and terms of such Securities have been
                     established by or pursuant to a resolution of the Board of
                     Directors or by a supplemental indenture as permitted by
                     Sections 2.1 and 2.3 in conformity with the provisions of
                     this Indenture;

               (b)   such Securities, when authenticated and delivered by the
                     Trustee and issued by the Issuer in the manner and subject
                     to any conditions specified in such Opinion of Counsel,
                     will constitute valid and binding obligations of the
                     Issuer;

               (c)   all laws and requirements in respect of the execution and
                     delivery by the Issuer of the Securities have been complied
                     with; and

               (d)   such other matters as the Trustee may reasonably request
                     have been covered.

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

         SECTION 2.5 EXECUTION OF SECURITIES. The Securities shall be signed on
behalf of the Issuer by both (a) the chairman of its Board of Directors, any
vice chairman of its Board of Directors, its president or any vice president and
(b) by its treasurer, any assistant treasurer, its secretary or any assistant
secretary, under its corporate seal which may, but need not, be attested. Such
signatures may be the manual or facsimile signatures of the present or any
future such officers. The seal of the Issuer may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

         In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee



                                       8
<PAGE>



or disposed of by the Issuer, such Security nevertheless may be authenticated
and delivered or disposed of as though the person who signed such Security had
not ceased to be such officer of the Issuer; and any Security may be signed on
behalf of the Issuer by such persons as, at the actual date of the execution of
such Security, shall be the proper officers of the Issuer, although at the date
of the execution and delivery of this Indenture any such person was not such an
officer.

         SECTION 2.6 CERTIFICATE OF AUTHENTICATION. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the Holder is entitled to the benefits of this Indenture.

         SECTION 2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST.
The Securities shall be issuable as registered securities without coupons and in
denominations as shall be specified as contemplated by Section 2.3. In the
absence of any such specification with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any multiple thereof. The Securities shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

         Each Security shall be dated the date of its authentication, shall bear
interest, if any, from the date and shall be payable on the dates, in each case,
which shall be specified as contemplated by Section 2.3.

         The person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the persons in whose names Outstanding Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the Holders of Securities not less than 15 days preceding such subsequent record
date. The term "record date" as used with respect to any interest payment date
(except a date for payment of defaulted interest) shall mean the date specified
as such in the terms of the Securities of any particular series, or, if no such
date is so specified, if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month or, if
such interest payment date is the fifteenth day of a calendar month, the first
day of such calendar month, whether or not such record date is a Business Day.



                                       9
<PAGE>


         SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE. The Issuer will keep
or cause to be kept at each office or agency to be maintained for the purpose as
provided in Section 3.2 a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Securities as in this Article provided. Such register shall be
in written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

         Upon due presentation for registration of transfer of any Security of
any series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series in authorized denominations for a like
aggregate principal amount.

         Any Security or Securities of any series may be exchanged for a
Security or Securities of the same series in other authorized denominations, in
an equal aggregate principal amount. Securities of any series to be exchanged
shall be surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section 3.2, and the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the exchange shall
be entitled to receive, bearing numbers not contemporaneously outstanding.

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

         The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

         The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed or (b) any Securities selected, called or being called for redemption
except, in the case of any Security where public notice has been given that such
Security is to be redeemed in part, the portion thereof not so to be redeemed.

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

         SECTION 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES.
In case any temporary or definitive Security shall become mutilated or defaced
or be destroyed, lost or stolen, the Issuer in its discretion may execute, and
upon the written request of any officer of the Issuer, the Trustee shall
authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and



                                       10
<PAGE>



substitution for the mutilated or defaced Security, or in lieu of and as
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substitute Security shall furnish to the Issuer, the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security and of the ownership thereof.

         Upon the issuance of any substitute Security, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. In case any Security
which has matured or is about to mature or has been called for redemption in
full shall become mutilated or defaced or be destroyed, lost or stolen, the
Issuer may, instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
or defaced Security), if the applicant for such payment shall furnish to the
Issuer, to the Trustee and any agent of the Issuer or the Trustee such security
or indemnity as any of them may require to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer, the Trustee and any agent of the Issuer or the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

         Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         SECTION 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee,
shall be delivered to the Trustee for cancellation or, if surrendered to the
Trustee, shall be cancelled by it; and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy cancelled Securities held by it and deliver
a certificate of destruction to the Issuer. If the Issuer shall acquire any of
the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

         SECTION 2.11 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver



                                       11
<PAGE>



temporary Securities for such series (printed, lithographed, typewritten or
otherwise reproduced, in each case in form satisfactory to the Trustee).
Temporary Securities of any series shall be issuable as registered Securities
without coupons, of any authorized denomination, and substantially in the form
of the definitive Securities of such series, but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate. Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Issuer for that purpose pursuant to Section 3.2, and the
Trustee shall authenticate and deliver in exchange for such temporary Securities
of such series a like aggregate principal amount of definitive Securities of the
same series of authorized denominations. Until so exchanged, the temporary
Securities of any series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series.


                                  ARTICLE THREE

                     COVENANTS OF THE ISSUER AND THE TRUSTEE

         SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series at the place or places, at the respective times
and in the manner provided in such Securities. Each installment of interest on
the Securities of any series may be paid by mailing checks for such interest
payable to or upon the written order of the Holders of Securities entitled
thereto as they shall appear on the registry books of the Issuer.

         SECTION 3.2 OFFICES FOR PAYMENTS, ETC. So long as any of the Securities
remain Outstanding, the Issuer will maintain in the Borough of Manhattan, City
of New York, the following for each series: an office or agency (a) where the
Securities may be presented for payment, (b) where the Securities may be
presented for registration of transfer and for exchange as in this Indenture
provided and (c) where notices and demands to or upon the Issuer in respect of
the Securities or of this Indenture may be served. The Issuer will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof. Unless otherwise specified in accordance with
Section 2.3, the Issuer hereby initially designates the Corporate Trust Office
as the office to be maintained by it for each such purpose. In case the Issuer
shall fail to so designate or maintain any such office or agency or shall fail
to give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the Corporate
Trust Office.

         SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in



                                       12
<PAGE>



the manner provided in Section 5.9, a Trustee, so that there shall at all times
be a Trustee with respect to each series of Securities hereunder.

         SECTION 3.4 PAYING AGENTS. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section, that:

         (a)   it will hold all sums received by it as such agent for the
               payment of the principal of or interest on the Securities of such
               series (whether such sums have been paid to it by the Issuer or
               by any other obligor on the Securities of such series) in trust
               for the benefit of the Holders of the Securities of such series
               or of the Trustee;

         (b)   it will give the Trustee notice of any failure by the Issuer (or
               by any other obligor on the Securities of such series) to make
               any payment of the principal of or interest on the Securities of
               such series when the same shall be due and payable; and

         (c)   it will pay any such sums so held in trust by it to the Trustee
               upon the Trustee's written request at any time during the
               continuance of the failure referred to in clause (b) above.

         The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action.

         If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series a sum
sufficient to pay such principal or interest so becoming due. The Issuer will
promptly notify the Trustee of any failure to take such action.

         Anything in this Section to the contrary notwithstanding, the Issuer
may at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all series of Securities hereunder, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust for any
such series by the Issuer or any paying agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

         Anything in this Section to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this Section is subject to the provisions
of Sections 9.7 and 9.8.

         SECTION 3.5 CERTIFICATE OF THE ISSUER. The Issuer will furnish to the
Trustee on or before April 30 in each year (beginning with 1995) a brief
certificate (which need not comply with Section 10.5) from the principal
executive, financial or accounting officer of the Issuer as to his or her
knowledge of the Issuer's compliance with all conditions and covenants



                                       13
<PAGE>


under the Indenture (such compliance to be determined without regard to any
period of grace or requirement of notice provided under the Indenture).

         SECTION 3.6 SECURITYHOLDERS LISTS. If and so long as the Trustee shall
not be the Security registrar for the Securities of any series, the Issuer will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Securities of such series pursuant to Section 312 of the Trust Indenture Act of
1939 (a) semi-annually not more than 15 days after each record date for the
payment of interest on such Securities, as hereinabove specified, as of such
record date and on dates to be determined pursuant to Section 2.3 for
non-interest bearing securities in each year and (b) at such other times as the
Trustee may request in writing, within 30 days after receipt by the Issuer of
any such request as of a date not more than 15 days prior to the time such
information is furnished.

         SECTION 3.7 REPORTS BY THE ISSUER. The Issuer covenants to file with
the Trustee, within 15 days after the Issuer is required to file the same with
the Commission, copies of the annual reports and of the information, documents
and other reports which the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

         SECTION 3.8 REPORTS BY THE TRUSTEE. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before July 15 in each year following the date hereof, so long as any Securities
are Outstanding hereunder, and shall be dated as of a date convenient to the
Trustee no more than 60 nor less than 45 days prior thereto.


                                  ARTICLE FOUR

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION 4.1 EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER
OF DEFAULT. "Event of Default" with respect to Securities of any series wherever
used herein, means each one of the following events which shall have occurred
and be continuing (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):

         (a)   default in the payment of any installment of interest upon any of
               the Securities of such series as and when the same shall become
               due and payable, and continuance of such default for a period of
               30 days; or

         (b)   default in the payment of all or any part of the principal on any
               of the Securities of such series as and when the same shall
               become due and payable either at maturity, upon redemption, by
               declaration or otherwise; or



                                       14
<PAGE>


         (c)   default in the payment of any sinking fund installment as and
               when the same shall become due and payable by the terms of the
               Securities of such series; or

         (d)   default in the performance or breach of any covenant or agreement
               of the Issuer in respect of the Securities of such series or in
               this Indenture contained (other than a covenant or agreement in
               respect of the Securities of such series or in this Indenture
               contained, a default in the performance of which or the breach of
               which is elsewhere in this Section specifically dealt with), and
               continuance of such default or breach for a period of 60 days
               after there has been given, by registered or certified mail, to
               the Issuer by the Trustee or to the Issuer and the Trustee by the
               Holders of at least 25% in aggregate principal amount of the
               Outstanding Securities of all series affected thereby, a written
               notice specifying such default or breach and requiring it to be
               remedied and stating that such notice is a "notice of default"
               hereunder; or

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

         (f)   the Issuer shall commence a voluntary case under any applicable
               bankruptcy, insolvency or other similar law now or hereafter in
               effect, or consent to the entry of an order for relief in an
               involuntary case under any such law, or consent to the
               appointment of or taking possession by a receiver, liquidator,
               assignee, custodian, trustee or sequestrator (or similar
               official) of the Issuer or for any substantial part of its
               property, or make any general assignment for the benefit of
               creditors; or

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

If an Event of Default described in clauses (a), (b), (c), (d) or (g) above (if
the Event of Default under clauses (d) or (g) is with respect to less than all
series of Securities then Outstanding) occurs and is continuing, then, and in
each and every such case, unless the principal of all of the Securities of such
series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding hereunder (each such series voting as a separate
class) by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable. If an Event of Default described in clauses (d) or
(g) (if the Event of Default under clauses (d) or (g), as the case may



                                       15
<PAGE>



be, is with respect to all series of Securities then Outstanding), or an Event
of Default described in clauses (e) or (f) occurs and is continuing, then, and
in each and every such case, unless the principal of all the Securities shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of all the Securities then
Outstanding hereunder (treated as one class), by notice in writing to the Issuer
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if any Securities are Original Issue Discount Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities then Outstanding and interest accrued thereon, if any, to be due and
payable immediately, and upon any such declaration the same shall become
immediately due and payable.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the monies due shall have been obtained or
entered as hereinafter provided, the Issuer shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of such series (or of all the Securities, as the case may be) and
the principal of any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, interest on such principal
and on overdue installments of interest, at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may
be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the non-payment
of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein--then and
in every such case the Holders of a majority in aggregate principal amount of
all the Securities of such series, each series voting as a separate class (or of
all the Securities, as the case may be, voting as a single class), then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to such series (or with respect to all the Securities, as
the case may be) and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or shall impair any right consequent thereon.

         For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon



                                       16
<PAGE>



and all other amounts owing thereunder, shall constitute payment in full of such
Original Issue Discount Securities.

         SECTION 4.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
DEBT. The Issuer covenants that (a) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise--then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of series for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series), and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of its negligence or
bad faith.

         Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
Holders, whether or not the principal of and interest on the Securities of such
series be overdue.

         In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
of such series and collect in the manner provided by law out of the property of
the Issuer or other obligor upon the Securities of such series, wherever
situated, the monies adjudged or decreed to be payable.

         In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator, custodian or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Issuer or other obligor upon the Securities of any series, or to the creditors
or property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of any Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:



                                       17
<PAGE>


         (a)   to file and prove a claim or claims for the whole amount of
               principal and interest (or, if the Securities of any series are
               Original Issue Discount Securities, such portion of the principal
               amount as may be specified in the terms of such series) owing and
               unpaid in respect of the Securities of any series, and to file
               such other papers or documents as may be necessary or advisable
               in order to have the claims of the Trustee (including any claim
               for reasonable compensation to the Trustee and each predecessor
               Trustee, and their respective agents, attorneys and counsel, and
               for reimbursement of all expenses and liabilities incurred, and
               all advances made, by the Trustee and each predecessor Trustee,
               except as a result of negligence or bad faith) and of the
               Securityholders allowed in any judicial proceedings relative to
               the Issuer or other obligor upon the Securities of any series,or
               to the creditors or property of the Issuer or such other obligor;

         (b)   unless prohibited by applicable law and regulations, to vote on
               behalf of the Holders of the Securities of any series in any
               election of a receiver, assignee, trustee in bankruptcy or
               reorganization, liquidator, sequestrator, custodian or other
               person performing similar functions in respect of any such
               proceedings; and

         (c)   to collect and receive any monies or other property payable or
               deliverable on any such claims, and to distribute all amounts
               received with respect to the claims of the Securityholders and of
               the Trustee on their behalf; and any trustee, assignee, receiver,
               sequestrator, liquidator, custodian or other similar official is
               hereby authorized by each of the Securityholders to make payments
               to the Trustee, and, in the event that the Trustee shall consent
               to the making of payments directly to the Securityholders, to pay
               to the Trustee such amounts as shall be sufficient to cover
               reasonable compensation to the Trustee, each predecessor Trustee
               and their respective agents, attorneys and counsel, and all other
               expenses and liabilities incurred, and all advances made, by the
               Trustee and each predecessor Trustee except as a result of
               negligence or bad faith and all other amounts due to the Trustee
               or any predecessor Trustee pursuant to Section 5.6.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment, liquidation
or composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Securityholder in any such proceeding, except as set forth in clause (b) of
the preceding paragraph.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series, may be enforced by the Trustee
without the possession of any of the Securities or the production thereof on any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective



                                       18
<PAGE>



agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities in respect of which such action was taken.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities in respect to which such action was taken, and it shall not be
necessary to make any Holders of such Securities parties to any such
proceedings.

         SECTION 4.3 APPLICATION OF PROCEEDS. Any monies collected by the
Trustee pursuant to this Article in respect of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such monies on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

                  FIRST: To the payment of costs and expenses applicable to such
         series in respect of which monies have been collected, including
         reasonable compensation to the Trustee and each predecessor Trustee and
         their respective agents and attorneys and of all expenses and
         liabilities incurred, and all advances made, by the Trustee and each
         predecessor Trustee except as a result of negligence or bad faith, and
         all other amounts due to the Trustee or any predecessor Trustee
         pursuant to Section 5.6;

                  SECOND: In case the principal of the Securities of such series
         in respect of which monies have been collected shall not have become
         and be then due and payable, to the payment of interest on the
         Securities of such series in default in the order of the maturity of
         the installments of such interest, with interest (to the extent that
         such interest has been collected by the Trustee) upon the overdue
         installments of interest at the same rate as the rate of interest or
         Yield to Maturity (in the case of Original Issue Discount Securities)
         specified in such Securities, such payments to be made ratably to the
         persons entitled thereto, without discrimination or preference;

                  THIRD: In case the principal of the Securities of such series
         in respect of which monies have been collected shall have become and
         shall be then due and payable, to the payment of the whole amount then
         owing and unpaid upon all the Securities of such series for principal
         and interest, with interest upon the overdue principal, and (to the
         extent that such interest has been collected by the Trustee) upon
         overdue installments of interest at the same rate as the rate of
         interest or Yield to Maturity (in the case of Original Issue Discount
         Securities) specified in the Securities of such series; and in case
         such monies shall be insufficient to pay in full the whole amount so
         due and unpaid upon the Securities of such series, then to the payment
         of such principal and interest or Yield to Maturity, without preference
         or priority of principal over interest or Yield to Maturity, or of
         interest or Yield to Maturity over principal, or of any installment of
         interest over any other installment of interest, or of any Security of
         such series over any other Security of




                                       19
<PAGE>


         such series, ratably to the aggregate of such principal and accrued
         and unpaid interest or Yield to Maturity; and

                  FOURTH: To the payment of the remainder, if any, to the Issuer
         or any other person lawfully entitled thereto.

         SECTION 4.4 SUITS FOR ENFORCEMENT. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         SECTION 4.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

         SECTION 4.6 LIMITATIONS ON SUITS BY SECURITYHOLDERS. No Holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator,
sequestrator, custodian or other similar official or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action or proceedings in its own name as
trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Sections 4.9 or 4.10;
it being understood and intended, and being expressly covenanted by the taker
and Holder of every Security with every other taker and Holder and the Trustee,
that no one or more Holders of Securities of any series shall have any right in
any manner whatever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of any other such Holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series. For the protection and
enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.




                                       20
<PAGE>



         SECTION 4.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN
SUITS. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security to receive payment of
the principal of and interest on such Security on or after the respective due
dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

         SECTION 4.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT. Except as provided in Section 4.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         No delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 4.6, every power and remedy given by this
Indenture or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

         SECTION 4.9 CONTROL BY SECURITYHOLDERS. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with each
series voting as a separate class) at the time Outstanding shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture;
PROVIDED that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and PROVIDED FURTHER that (subject to the
provisions of Section 5.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Sections 5.1 or 6.2) the Trustee shall have no duty to
ascertain whether or not such actions or forebearances are unduly prejudicial to
such Holders.

         Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.



                                       21
<PAGE>


         SECTION 4.10 WAIVER OF PAST DEFAULTS. Prior to a declaration of the
acceleration of the maturity of the Securities of any series as provided in
Section 4.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (each such series voting as a
separate class) may on behalf of the Holders of all the Securities of such
series waive any past default or Event of Default described in clause (d) or (g)
of Section 4.1 which relates to less than all series of Securities then
Outstanding, except a default in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of each Holder affected as
provided in Section 7.2. Prior to a declaration of acceleration of the maturity
of the Securities of any series as provided in Section 4.1, the Holders of a
majority in aggregate principal amount of all of the Securities then Outstanding
(voting as one class) may on behalf of all Holders waive any past default or
Event of Default referred to in said clause (d) or (g) which relates to all
series of Securities then Outstanding, or described in clause (e) or (f) of
Section 4.1, except a default in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Security
affected as provided in Section 7.2. In the case of any such waiver, the Issuer,
the Trustee and the Holders of the Securities of each series affected shall be
restored to their former positions and rights hereunder, respectively.

         Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

         SECTION 4.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES. The Trustee shall give to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry books,
notice by mail of all defaults known to the Trustee which have occurred with
respect to such series, such notice to be transmitted within 90 days after the
occurrence thereof, unless such defaults shall have been cured before the giving
of such notice (the term "default" or "defaults" for the purposes of this
Section being hereby defined to mean any event or condition which is, or with
notice or lapse of time or both would become, an Event of Default); PROVIDED
that, except in the case of default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

         SECTION 4.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS. All parties to this Indenture agree, and each Holder of any Security by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant



                                       22
<PAGE>



in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder or group of Securityholders of any series holding in the
aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of such series, or, in the case of any suit relating to or arising
under clauses (d) or (g) of Section 4.1 (if the suit relates to Securities of
more than one but less than all series), 10% in aggregate principal amount of
Securities of all series then Outstanding affected thereby, or in the case of
any suit relating to or arising under clauses (d) or (g) (if the suit relates to
all the Securities then Outstanding), (e) or (f) of Section 4.1, 10% in
aggregate principal amount of all Securities Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.


                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

         SECTION 5.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT;
PRIOR TO DEFAULT. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

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

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

                    (ii)    in the absence of bad faith on the part of the
                            Trustee, the Trustee may conclusively rely, as to
                            the truth of the statements and the correctness of
                            the



                                       23
<PAGE>



                            opinions expressed therein, upon any statements,
                            certificates or opinions furnished to the Trustee
                            and conforming to the requirements of this
                            Indenture; but in the case of any such statements,
                            certificates or opinions which by any provision
                            hereof are specifically required to be furnished to
                            the Trustee, the Trustee shall be under a duty to
                            examine the same to determine whether or not they
                            conform to the requirements of this Indenture;

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

         (c)   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 pursuant to Section 4.9 relating to the
               time, method and place of conducting any proceeding for any
               remedy available to the Trustee, or exercising any trust or power
               conferred upon the Trustee, under this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

         The provisions of this Section 5.1 are in furtherance of and subject to
Sections 315 and 316 of the Trust Indenture Act of
1939.

         SECTION 5.2 CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of and
subject to the Trust Indenture Act of 1939, and subject to Section 5.1:

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

         (b)   any request, direction, order or demand of the Issuer mentioned
               herein shall be sufficiently evidenced by an Officers'
               Certificate (unless other evidence in respect thereof be herein
               specifically prescribed); and any resolution of the Board of
               Directors may be evidenced to the Trustee by a copy thereof
               certified by the secretary or an assistant secretary of the
               Issuer;

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



                                       24
<PAGE>


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

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

         (f)   prior to the occurrence of an Event of Default hereunder and
               after the curing or waiving of all Events of Default, 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, consent, order,
               approval, appraisal, bond, debenture, note, coupon, security or
               other paper or document unless requested in writing to do so by
               the Holders of not less than a majority in aggregate principal
               amount of the Securities of all series affected then Outstanding;
               PROVIDED that, if the payment within a reasonable time to the
               Trustee of the costs, expenses or liabilities likely to be
               incurred by it in the making of such investigation is, in the
               opinion of the Trustee, not reasonably assured to the Trustee by
               the security afforded to it by the terms of this Indenture, the
               Trustee may require reasonable indemnity against such expenses or
               liabilities as a condition to proceeding; the reasonable expenses
               of every such investigation shall be paid by the Issuer or, if
               paid by the Trustee or any predecessor trustee, shall be repaid
               by the Issuer upon demand; and

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

         SECTION 5.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

         SECTION 5.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC.
The Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.




                                       25
<PAGE>


         SECTION 5.5 MONIES HELD BY TRUSTEE. Subject to the provisions of
Section 9.8 hereof, all monies received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
monies received by it hereunder.

         SECTION 5.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except to the extent
any such expense, disbursement or advance may arise from its negligence or bad
faith. The Issuer also covenants to indemnify the Trustee and each predecessor
Trustee for, and to hold it harmless against, any loss, liability or expense
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and the performance of its duties hereunder,
including the costs and expenses of defending itself against or investigating
any claim of liability in the premises, except to the extent such loss liability
or expense is due to the negligence or bad faith of the Trustee or such
predecessor Trustee. The obligations of the Issuer under this Section to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be a senior claim to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities, and the Securities are
hereby subordinated to such senior claim.

         SECTION 5.7 RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.
Subject to Sections 5.1 and 5.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         SECTION 5.8 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The Trustee
for each series of Securities hereunder shall at all times be a corporation
having a combined capital and surplus of at least $50,000,000, and which is
eligible in accordance with the provisions of Section 310(a) of the Trust
Indenture Act of 1939. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of a Federal, State or
District of Columbia supervising or examining authority, then for the purposes



                                       26
<PAGE>



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.

         SECTION 5.9  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
     any time resign with respect to one or more or all series of Securities by
     giving written notice of resignation to the Issuer and by mailing notice
     thereof by first-class mail to Holders of the applicable series of
     Securities at their last addresses as they shall appear on the Security
     register. Upon receiving such notice of resignation, the Issuer shall
     promptly appoint a successor trustee or trustees with respect to the
     applicable series by written instrument in duplicate, executed by authority
     of the Board of Directors, one copy of which instrument shall be delivered
     to the resigning Trustee and one copy to the successor trustee or trustees.
     If no successor trustee shall have been so appointed with respect to any
     series and have accepted appointment within 30 days after the mailing of
     such notice of resignation, the resigning trustee may petition any court of
     competent jurisdiction for the appointment of a successor trustee, or any
     Securityholder who has been a bona fide Holder of a Security or Securities
     of the applicable series for at least six months may, subject to the
     provisions of Section 4.12, on behalf of himself or herself and all others
     similarly situated, petition any such court for the appointment of a
     successor trustee. Such court may thereupon, after such notice, if any, as
     it may deem proper and prescribe, appoint a successor trustee.

         (b) In case at any time any of the following shall occur:

                  (i)    the Trustee shall fail to comply with the provisions of
                         Section 310(b) of the Trust Indenture Act of 1939 with
                         respect to any series of Securities after written
                         request therefor by the Issuer or by any Securityholder
                         who has been a bona fide Holder of a Security or
                         Securities of such series for at least six months;

                  (ii)   the Trustee shall cease to be eligible in accordance
                         with the provisions of Section 310(a) of the Trust
                         Indenture Act of 1939 and shall fail to resign after
                         written request therefor by the Issuer or by any
                         Securityholder; or

                  (iii)  the Trustee shall become incapable of acting with
                         respect to any series of Securities, or shall be
                         adjudged a bankrupt or insolvent, or a receiver or
                         liquidator of the Trustee or of its property shall be
                         appointed, or any public officer shall take charge or
                         control of the Trustee or of its property or affairs
                         for the purpose of rehabilitation, conservation or
                         liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to Section 315(e) of
the Trust Indenture Act of 1939, any Securityholder who has been a bona fide
Holder



                                       27
<PAGE>



of a Security or Securities of such series for at least six months may on behalf
of himself or herself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee with respect to such series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

         (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 6.1 of the action in that regard taken by the
Securityholders.

         (d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 5.9 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
5.10.

         SECTION 5.10 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 5.9 shall execute and deliver
to the Issuer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 9.8,
pay over to the successor trustee all monies at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 5.6.

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




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<PAGE>



         Upon acceptance of appointment by any successor trustee as provided in
this Section 5.10, the Issuer shall mail notice thereof by first-class mail to
the Holders of Securities of any series for which such successor trustee is
acting as trustee at their last addresses as they shall appear in the Security
register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 5.9. If the Issuer fails to mail
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Issuer.

         SECTION 5.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. 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 the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; PROVIDED that such
corporation shall be eligible under the provisions of Section 5.8, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

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


                                   ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

         SECTION 6.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 5.1 and 5.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.




                                       29
<PAGE>



         SECTION 6.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES; RECORD DATE. Subject to Sections 5.1 and 5.2, the execution of any
instrument by a Securityholder or his or her agent or proxy may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be proved by the Security register or by a
certificate of the registrar thereof. The Issuer may set a record date for
purposes of determining the identity of Holders of Securities of any series
entitled to vote or consent to any action referred to in Section 6.1, which
record date may be set at any time or from time to time by notice to the
Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any other
provisions hereof, only Holders of Securities of such series of record on such
record date shall be entitled to so vote or give such consent or revoke such
vote or consent.

         SECTION 6.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the person in
whose name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such person, or upon his or her order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Security.

         SECTION 6.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are 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 Issuer or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 5.1 and 5.2, the Trustee shall
be entitled to accept



                                       30
<PAGE>



such Officers' Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

         SECTION 6.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 6.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.


                                  ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

         SECTION 7.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.
The Issuer, when authorized by a resolution of its Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

         (a)   to convey, transfer, assign, mortgage or pledge to the Trustee as
               security for the Securities of one or more series any property or
               assets;

         (b)   to evidence the succession of another corporation to the Issuer,
               or successive successions, and the assumption by the successor
               corporation of the covenants, agreements and obligations of the
               Issuer pursuant to Article Eight;

         (c)   to add to the covenants of the Issuer such further covenants,
               restrictions, conditions or provisions as its Board of Directors
               and the Trustee shall consider to be for the protection of the
               Holders of Securities, and to make the occurrence, or the
               occurrence and continuance, of a default in any such additional
               covenants, restrictions, conditions or provisions an Event of
               Default permitting the enforcement of all or any of the several
               remedies provided in this Indenture as herein set forth;
               PROVIDED, that in respect of any such additional covenant,
               restriction, condition or provision, such supplemental indenture
               may provide for a particular period of grace after default (which
               period may be shorter or longer than that allowed in the case of
               other defaults) or may provide for an immediate enforcement upon
               such an Event of Default or may



                                       31
<PAGE>



               limit the remedies available to the Trustee upon such an Event of
               Default or may limit the right of the Holders of a majority in
               aggregate principal amount of the Securities of such series to
               waive such an Event of Default;

         (d)   to cure any ambiguity or to correct or supplement any provision
               contained herein or in any supplemental indenture which may be
               defective or inconsistent with any other provision contained
               herein or in any supplemental indenture; or to make such other
               provisions in regard to matters or questions arising under this
               Indenture or under any supplemental indenture as the Board of
               Directors may deem necessary or desirable and which shall not
               adversely affect the interests of the Holders of the Securities
               in any material respect;

         (e)   to establish the form or terms of Securities of any series as
               permitted by Sections 2.1 and 2.3; and

         (f)   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 5.10.

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

         Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 7.2.

         SECTION 7.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
With the consent (evidenced as provided in Article Six) of the Holders of not
less than 66 2/3% in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Issuer, when authorized by a resolution of its Board of Directors,
and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities of each such series; PROVIDED, that no such
supplemental indenture shall (a) extend the final maturity of any Security of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 4.1 or the amount thereof provable in
bankruptcy pursuant to Section 4.2, or



                                       32
<PAGE>


impair or affect the right of any Securityholder to institute suit for the
payment thereof or, if the Securities provide therefor, any right of repayment
at the option of the Securityholder without the consent of the Holder of each
Security so affected or (b) reduce the aforesaid percentage of Securities of any
series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected.

         Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors certified by the secretary or an assistant secretary
of the Issuer authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid and other documents, if any, required by Section 6.1, the Trustee
shall join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

         Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuer
shall mail a notice thereof by first-class mail to the Holders of Securities of
each series affected thereby at their addresses as they shall appear on the
registry books of the Issuer, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Issuer to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.

         SECTION 7.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

         SECTION 7.4 DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject to
the provisions of Sections 5.1 and 5.2, may receive an Officers' Certificate and
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article Seven complies with the applicable provisions
of this Indenture.

         SECTION 7.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken at any such meeting. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee




                                       33
<PAGE>



and the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the Issuer, authenticated by
the Trustee and delivered in exchange for the Securities of such series then
Outstanding.


                                  ARTICLE EIGHT

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 8.1 ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The Issuer
covenants that it will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any person, unless (i)
either the Issuer shall be the continuing corporation, the successor corporation
or the person which acquires by sale or conveyance substantially all the assets
of the Issuer (if other than the Issuer) shall be a corporation organized under
the laws of the United States of America or any State thereof and shall
expressly assume the due and punctual payment of the principal of and interest
on all the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed or observed by the Issuer, by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation and (ii) the Issuer or such successor corporation, as the case may
be, shall not, immediately after such merger or consolidation, or such sale or
conveyance, be in default in the performance of any such covenant or condition.

         SECTION 8.2 SUCCESSOR CORPORATION SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor corporation may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

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

         In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Issuer or any successor corporation which shall theretofore
have become such in the manner



                                       34
<PAGE>



described in this Article shall be discharged from all obligations and covenants
under this Indenture and the Securities and may be liquidated and dissolved.

         SECTION 8.3 OPINION OF COUNSEL TO TRUSTEE. The Trustee, subject to the
provisions of Sections 5.1 and 5.2, may receive an Opinion of Counsel, prepared
in accordance with Section 10.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.


                                  ARTICLE NINE

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONIES

         SECTION 9.1 SATISFACTION AND DISCHARGE OF INDENTURE. If at any time (a)
the Issuer shall have paid or caused to be paid the principal of and interest on
all the Securities of any series Outstanding hereunder (other than Securities of
such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9) as and when the same shall have
become due and payable, (b) the Issuer shall have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated (other than
any Securities of such series which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.9) or (c) in
the case of any series of Securities where the exact amount of principal of and
interest due on which can be determined at the time of making the deposit
referred to in clause (ii) below, (i) all the Securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption and (ii) the Issuer shall
have irrevocably deposited or caused to be deposited with the Trustee as trust
funds the entire amount in cash (other than monies repaid by the Trustee or any
paying agent to the Issuer in accordance with Section 9.8) or, in the case of
any series of Securities the payments on which may only be made in U.S. dollars,
direct non-callable obligations of the United States of America, backed by its
full faith and credit ("U.S. Government Obligations"), maturing as to principal
and interest at such times and in such amounts as will insure the availability
of cash, or a combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay at maturity or upon
redemption all Securities of such series (other than any Securities of such
series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.9) not theretofore delivered to the
Trustee for cancellation, including principal and interest due or to become due
on or prior to such date of maturity or date of redemption, as the case may be,
and if, in any such case, the Issuer shall also pay or cause to be paid all
other sums payable hereunder by the Issuer with respect to Securities of such
series, then this Indenture shall cease to be of further effect with respect to
Securities of such series (except as to (i) rights of registration of transfer
and exchange of Securities of such series, and the Issuer's right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities, (iii) rights of Holders to



                                       35
<PAGE>



receive payments of principal thereof and interest thereon, upon the original
stated due dates therefore (but not upon acceleration), and remaining rights of
the Holders to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations and immunities of the Trustee hereunder including without limitation
Section 5.6, (v) the rights of the Securityholders of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them and (vi) the obligations of the Issuer under
Section 3.2), and the Trustee, on demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense of
the Issuer, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture with respect to such series; PROVIDED, that the
rights of Holders of the Securities to receive amounts in respect of principal
of and interest on the Securities held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Issuer agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

         SECTION 9.2 ISSUER'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE. In addition to discharge of the Indenture pursuant to Section 9.1,
with respect to any series of Securities where the exact amount of principal and
interest due on which can be determined at the time of making the deposit
referred to in Section 9.5(a), the Issuer may at its option by resolution of the
Board of Directors elect at any time either (a) to effect a defeasance (as
defined in Section 9.3) of the Securities of such series under Section 9.3 or
(b) to effect a covenant defeasance (as defined in Section 9.4) of the
Securities of such series under Section 9.4, in each case upon compliance with
the applicable conditions set forth below in this Article Nine.

         SECTION 9.3 DEFEASANCE AND DISCHARGE. Upon the Issuer's exercise of the
option set forth in clause (a) of Section 9.2 with respect to the Securities of
a series, the Issuer shall be deemed to have been discharged from its
obligations with respect to the Securities of such series on and after the date
the conditions precedent set forth in Section 9.5 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Issuer shall be
deemed to have paid and discharged the entire indebtedness represented by the
Securities of such series and to have satisfied all its other obligations under
the Securities of such series and under this Indenture relating to the
Securities of such series (and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging the same), except for (i) the rights of
Holders of Securities of such series to receive, solely from the trust fund
described in Section 9.5 as more fully set forth in such Section, payments of
the principal of and interest on such Securities when such payments are due,
(ii) rights of registration of transfer and exchange of Securities of such
series, and the Issuer's right of optional redemption, if any, (iii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iv)
rights of Holders to receive payments of principal thereof and interest thereon,
upon the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders to receive mandatory sinking fund payments, if
any, (v) the rights, obligations and immunities of the Trustee hereunder, (vi)
the rights of Holders of Securities of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them and (vii) the obligations of the Issuer under Section 3.2. Subject to
compliance with this Article Nine, the Issuer may exercise its



                                       36
<PAGE>



option under this Section 9.3 notwithstanding the prior exercise of its option
under Section 9.4 with respect to the Securities of such series.

         SECTION 9.4 COVENANT DEFEASANCE. Upon the Issuer's exercise of the
option set forth in clause (b) of Section 9.2 with respect to the Securities of
a series, the Issuer shall be released from its obligations under Section 8.1
with respect to the Securities of such series on and after the date the
conditions precedent set forth in Section 9.5 are satisfied (hereinafter,
"covenant defeasance"). For this purpose, such covenant defeasance means that,
with respect to the Securities of such series, the Issuer may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in Section 8.1, whether directly or indirectly by reason of any
reference elsewhere herein to such Section or by reason of any reference in such
Section to any other provision herein or in any other document and such omission
to comply shall not constitute an Event of Default under Section 4.1, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

         SECTION 9.5 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions precedent to the application of either Section
9.3 or Section 9.4 to the Securities of such series:

         (a)   the Issuer shall irrevocably have deposited or caused to be
               deposited with the Trustee, under the terms of an irrevocable
               trust agreement in form and substance satisfactory to the
               Trustee, as trust funds in trust, specifically pledged as
               security for, and dedicated solely to, the benefit of the Holders
               of the Securities of such series (i) money in an amount, (ii)
               non-callable U.S. Government Obligations which through the
               scheduled payment of principal and interest in respect thereof in
               accordance with their terms will provide, not later than one day
               before the due date of any payment in respect of the Securities
               of such series, money in an amount or (iii) a combination
               thereof, sufficient (without consideration of any reinvestment of
               such money, principal or interest), in the opinion of a
               nationally recognized firm of independent 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 discharge, (A) the principal of and interest
               on all Securities of such series on each date such principal or
               interest is due and payable and (B) any mandatory sinking fund
               payments on the dates on which such payments are due and payable
               in accordance with the terms of this Indenture and the Securities
               of such series. Before such a deposit, the Issuer may make
               arrangements satisfactory to the Trustee for the redemption of
               the Securities of such series at a future date or dates in
               accordance with Article Eleven, if applicable to the Securities
               of such series, which shall be given effect in applying the
               foregoing;

         (b)   no Event of Default or event which with notice or lapse of time
               or both would become an Event of Default with respect to the
               Securities of such series shall have occurred and be continuing
               (i) on the date of such deposit or (ii) insofar as Subsections
               4.1(e) and 4.1(f) are concerned, at any time during the period
               ending on the 121st day after the date of such deposit or, if
               longer, ending on the date following the expiration of the
               longest preference period applicable to the Issuer in respect of



                                       37
<PAGE>



               such deposit (it being understood that this condition shall not
               be deemed satisfied until the expiration of such period);

         (c)   such defeasance or covenant defeasance will not (i) cause the
               Trustee for the Securities of such series to have a conflicting
               interest for purposes of the Trust Indenture Act of 1939 with
               respect to any securities of the Issuer or (ii) result in the
               trust arising from such deposit to constitute, unless it is
               qualified as, a regulated investment company under the Investment
               Company Act of 1940, as amended;

         (d)   such defeasance or covenant defeasance will not result in a
               breach or violation of, or constitute a default under, this
               Indenture or any other agreement or instrument to which the
               Issuer is a party or by which it is bound;

         (e)   if the Securities of such series are then listed on any national
               securities exchange registered under the Securities Exchange Act
               of 1934, as amended, the Issuer shall have delivered to the
               Trustee on Opinion of Counsel to the effect that the exercise of
               the option under Section 9.3 or 9.4, as the case may be, will not
               cause such Securities to be delisted;

         (f)   in the case of an election under Section 9.3, the Issuer shall
               have delivered to the Trustee an Opinion of Counsel stating that
               (i) the Issuer has received from the United States Internal
               Revenue Service (the "IRS") a private letter ruling, (ii) there
               has been published by the IRS a general revenue ruling or (iii)
               since the date of this Indenture there has been a change in the
               applicable Federal income tax law, in each case to the effect
               that, and based thereon such opinion shall confirm that, the
               Holders of the Securities of such series will not recognize
               income, gain or loss for Federal income tax purposes as a result
               of such defeasance and will be subject to Federal income tax on
               the same amounts, in the same manner and at the same times as
               would have been the case if such defeasance had not occurred;

         (g)   in the case of an election under Section 9.4, the Issuer shall
               have delivered to the Trustee an Opinion of Counsel to the effect
               that the Holders of the Securities of such series will not
               recognize income, gain or loss for Federal income tax purposes as
               a result of such covenant defeasance and will be subject to
               Federal income tax on the same amounts, in the same manner and at
               the same times as would have been the case if such covenant
               defeasance had not occurred;

         (h)   such defeasance or covenant defeasance shall be effected in
               compliance with any additional terms, conditions or limitations
               which may be imposed on the Issuer in connection therewith
               pursuant to Section 2.3; and

         (i)   the Issuer shall have delivered to the Trustee an Officers'
               Certificate and an Opinion of Counsel, each stating that all
               conditions precedent provided for relating to either the
               defeasance under Section 9.3 or the covenant defeasance under
               Section 9.4 (as the case may be) have been complied with.



                                       38
<PAGE>


         SECTION 9.6 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
SECURITIES. Subject to Section 9.8, all monies and obligations and proceeds
thereof deposited with the Trustee pursuant to Section 9.1 or 9.5 shall be held
in trust and applied by it to the payment, either directly or through any paying
agent (including the Issuer acting as its own paying agent), to the Holders of
the particular Securities of such series for the payment or redemption of which
such monies and obligations have been deposited with the Trustee, of all sums
due and to become due thereon for principal and interest; but such money need
not be segregated from other funds except to the extent required by law.

         SECTION 9.7 REPAYMENT OF MONIES HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all monies then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such monies.

         SECTION 9.8 RETURN OF MONIES HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED
FOR TWO YEARS. Any monies deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest on any Security of any
series and not applied but remaining unclaimed for two years after the date upon
which such principal or interest shall have become due and payable, shall, upon
the written request of the Issuer and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuer by the Trustee for such series or such paying agent, and
the Holder of the Security of such series shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such monies shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to monies deposited with it for any payment shall at the expense of
the Issuer, mail by first-class mail to Holders of such Securities at their
addresses as they shall appear on the security register, notice, that such
monies remain and that, after a date specified therein, which shall not be less
than 30 days from the date of such mailing, any unclaimed balance of such money
then remaining will be repaid to the Issuer.

         SECTION 9.9 INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The Issuer shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the money or the U.S. Government Obligations deposited pursuant
to Section 9.1 or 9.5 or the principal or interest received in respect of such
obligations.

         SECTION 9.10 REINSTATEMENT. If the Trustee or the paying agent is
unable to apply any money or U.S. Government Obligations in accordance with
Section 9.1 or 9.5 by reason of any legal proceedings or order or judgment or
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer's obligations under this Indenture
and the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Nine until such time as the
Trustee or paying agent is permitted to apply all such money in accordance with
this Article Nine; PROVIDED that, if



                                       39
<PAGE>



the Issuer makes any payment of principal of or interest on any such Security
following the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or the paying agent.


                                   ARTICLE TEN

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
ISSUER EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders thereof and as
part of the consideration for the issue of the Securities.

         SECTION 10.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND SECURITYHOLDERS. Nothing in this Indenture or in the Securities, expressed
or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and their successors and the Holders
of the Securities, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors and of the Holders of the Securities.

         SECTION 10.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

         SECTION 10.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND
SECURITYHOLDERS. 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 the Issuer may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to the Issuer at 100 First Stamford Place, Stamford,
Connecticut 06902, Attention: Secretary. Any notice, direction, request or
demand by the Issuer or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made at the Corporate Trust Office.

         Where this Indenture provides for notice to Holders, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage



                                       40
<PAGE>



prepaid, to each Holder entitled thereto, at his or her last address as it
appears in the Security register. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any
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.

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

         SECTION 10.5 OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS
TO BE CONTAINED THEREIN. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

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

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



                                       41
<PAGE>


         Any certificate, statement or opinion of an officer of the Issuer 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 Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his or her certificate, statement
or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

         Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

         SECTION 10.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the
date of maturity of interest on or principal of the Securities of any series or
the date fixed for redemption or repayment of any such Security shall not be a
Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

         SECTION 10.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT OF 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939 (an "incorporated provision"), such incorporated provision shall control.

         SECTION 10.8 NEW YORK LAW TO GOVERN. This Indenture and each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of such State,
except as may otherwise be required by mandatory provisions of law.

         SECTION 10.9 COUNTERPARTS. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

         SECTION 10.10 EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


                                 ARTICLE ELEVEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         SECTION 11.1 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.



                                       42
<PAGE>


         SECTION 11.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first-class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Security of such series.

         The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part only
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

         The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

         At least one Business Day prior to the redemption date specified in the
notice of redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.4) an amount of money sufficient to redeem on the redemption date all
the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. If less than all the Outstanding Securities of a series are to be
redeemed, the Issuer will deliver to the Trustee at least 70 days prior to the
date fixed for redemption an Officers' Certificate stating the aggregate
principal amount of Securities to be redeemed.

         If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Issuer in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series selected for
partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any



                                       43
<PAGE>



Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.

         SECTION 11.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 5.5 and 9.8, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by
the Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; PROVIDED that any semiannual payment
of interest becoming due on the date fixed for redemption shall be payable to
the Holders of such Securities registered as such on the relevant record date
subject to the terms and provisions of Section 2.7 hereof.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by the Security.

         Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.

         SECTION 11.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.

         SECTION 11.5 MANDATORY AND OPTIONAL SINKING FUNDS. 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". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".



                                       44
<PAGE>


         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

         On or before the sixtieth day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee a written statement
(which need not contain the statements required by Section 10.5) signed by an
authorized officer of the Issuer (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such
series have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Issuer intends to exercise its right to make
an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuer
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be delivered to the
Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such written statement
(or reasonably promptly thereafter if acceptable to the Trustee). Such written
statement shall be irrevocable and upon its receipt by the Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such sixtieth day, to
deliver such written statement and Securities specified in this paragraph, if
any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Issuer (i) that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Issuer will make
no optional sinking fund payment with respect to such series as provided in this
Section.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or a lesser sum if the Issuer shall so request) with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Issuer makes no such request then it shall be carried over until a sum in excess
of $50,000 is available. The Trustee shall select, in



                                       45
<PAGE>



the manner provided in Section 11.2, for redemption on such sinking fund payment
date a sufficient principal amount of Securities of such series to absorb said
cash, as nearly as may be, and shall (if requested in writing by the Issuer)
inform the Issuer of the serial numbers of the Securities of such series (or
portions thereof) so selected. Securities of any series which are (a) owned by
the Issuer or an entity known by the Trustee to be directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer, as shown by the Security register, and not known to the Trustee to have
been pledged or hypothecated by the Issuer or any such entity or (b) identified
in an Officers' Certificate at least 60 days prior to the sinking fund payment
date as being beneficially owned by, and not pledged or hypothecated by, the
Issuer or an entity directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer shall be excluded from
Securities of such series eligible for selection for redemption. The Trustee, in
the name and at the expense of the Issuer (or the Issuer, if it shall so request
the Trustee in writing) shall cause notice of redemption of the Securities of
such series to be given in substantially the manner provided in Section 11.2
(and with the effect provided in Section 11.3) for the redemption of Securities
of such series in part at the option of the Issuer. The amount of any sinking
fund payments not so applied or allocated to the redemption of Securities of
such series shall be added to the next cash sinking fund payment for such series
and, together with such payment, shall be applied in accordance with the
provisions of this Section. Any and all sinking fund monies held on the stated
maturity date of the Securities of any particular series (or earlier, if such
maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such series shall be applied, together with other
monies, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.

         At least one Business Day before each sinking fund payment date, the
Issuer shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on Securities
to be redeemed on the next following sinking fund payment date.

         The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund monies or mail any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any monies in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any monies thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article Four and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 4.10 or
the default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such monies shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.



                                       46
<PAGE>


                                 ARTICLE TWELVE

                          SUBORDINATION OF SECURITIES.

         SECTION 12.1. AGREEMENT OF SUBORDINATION. The Issuer covenants and
agrees, and each Holder of Securities issued hereunder by his or her acceptance
thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article Twelve; and each person holding any
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

         The payment of the principal of and interest on each of the Securities
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and subject in right of payment to the prior payment in full of
all Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter incurred.

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

         SECTION 12.2. PAYMENTS TO SECURITYHOLDERS. In the event and during the
continuation of any default in the payment of any Senior Indebtedness continuing
beyond the period of grace, if any, specified in the instrument or lease
evidencing such Senior Indebtedness, then, unless and until such default shall
have been cured or waived or shall have ceased to exist, no payment shall be
made by the Issuer with respect to the principal of and interest on each of the
Securities, except payments made pursuant to Sections 9.1, 9.6, 9.7 and 9.8
hereof from monies deposited with the Trustee pursuant thereto prior to the
happening of such default.

         Upon any payment by the Issuer, or distribution of assets of the Issuer
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the
Issuer, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full, or payment thereof provided for
in money in accordance with its terms, before any payment is made on account of
the Securities issued under this Indenture (except payments made pursuant to
Sections 9.1, 9.6, 9.7 and 9.8 hereof from monies deposited with the Trustee
pursuant thereto prior to the happening of such dissolution, winding-up,
liquidation or reorganization); and upon any such dissolution or winding-up or
liquidation or reorganization any payment by the Issuer, or distribution of
assets of the Issuer of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee would be
entitled, except for the provisions of this Article Twelve, shall (except as
aforesaid) be paid by the Issuer or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
or by the Holders of the Securities or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders, as calculated by the Issuer) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay all
Senior Indebtedness in full, in money or



                                       47
<PAGE>



money's worth, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness, before any payment or distribution is
made to the Holders of the Securities or to the Trustee.

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

         For purposes of this Article Twelve, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Issuer as
reorganized or readjusted, or securities of the Issuer or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Twelve with
respect to the Securities to the payment of all Senior Indebtedness which may at
the time be outstanding; PROVIDED that (i) the Senior Indebtedness is assumed by
the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness
(other than leases) and of leases which are assumed are not, without the consent
of such holders, altered by such reorganization or readjustment. The
consolidation of the Issuer with, or the merger of the Issuer into, another
corporation or the liquidation or dissolution of the Issuer following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article Eight hereof shall not be deemed a dissolution, winding-up, liquidation
or reorganization for the purposes of this Section 12.2 if such other
corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Twelve hereof. Nothing in
this Section 12.2 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 5.6.

         SECTION 12.3. SUBROGATION OF SECURITIES. Subject to the payment in full
of all Senior Indebtedness, the rights of the Holders of the Securities shall be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Issuer
applicable to the Senior Indebtedness until the principal of and interest on the
Securities shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article Twelve, and no
payment over pursuant to the provisions of this Article Twelve, to or for the
benefit of the holders of Senior Indebtedness by holders of the Securities or
the Trustee, shall, as between the Issuer, its creditors other than holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be a
payment by the Issuer to or on account of



                                       48
<PAGE>



the Senior Indebtedness. It is understood that the provisions of this Article
Twelve are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness, on the other hand.

         Nothing contained in this Article Twelve or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Issuer, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Issuer, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of the Issuer other than the holders of
the Senior Indebtedness, nor shall anything herein or therein prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Twelve of the holders of Senior Indebtedness
in respect of cash, property or securities of the Issuer received upon the
exercise of any such remedy.

         Upon any payment or distribution of assets of the Issuer referred to in
this Article Twelve, the Trustee, subject to the provisions of Section 5.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Issuer, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Twelve.

         SECTION 12.4. AUTHORIZATION BY SECURITYHOLDERS. Each Holder of a
Security by his or her acceptance thereof authorizes and directs the Trustee in
his or her behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article Twelve and appoints the
Trustee his or her attorney-in-fact for any and all such purposes.

         SECTION 12.5. NOTICE TO TRUSTEE. The Issuer shall give prompt written
notice to a Responsible Officer of the Trustee of any fact known to the Issuer
which would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article Twelve.
Notwithstanding the provisions of this Article Twelve or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment of monies to or by
the Trustee in respect of the Securities pursuant to the provisions of this
Article Twelve, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office from the Issuer or
a holder of Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 5.1, shall be entitled in all respects to assume that no such facts
exist; PROVIDED that if on a date not fewer than three business days prior to
the date upon which by the terms hereof any such monies may become payable for
any purpose (including the payment of the



                                       49
<PAGE>



principal of and interest on the Securities) the Trustee shall not have
received, with respect to such monies, the notice provided for in this Section
12.5, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such prior
date.

         Notwithstanding anything to the contrary herein set forth, nothing
shall prevent any payment by the Issuer or the Trustee to the Securityholders of
monies in connection with a redemption of Securities if (i) notice of such
redemption has been given pursuant to Article Eleven prior to the receipt by the
Trustee of written notice as aforesaid and (ii) such notice of redemption is
given not earlier than 60 days before the redemption date.

         The Trustee, subject to the provisions of Section 5.1, shall be
entitled to rely on the delivery to it of a written notice by a person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of Senior Indebtedness or a trustee on behalf of any such holder. If
the Trustee determines in good faith that further evidence is required with
respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Twelve, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
person, the extent to which such person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
person under this Article Twelve, and if such evidence is not furnished the
Trustee may defer any payment to such person pending judicial determination as
to the right of such person to receive such payment.

         SECTION 12.6. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS. The Trustee in
its individual capacity shall be entitled to all the rights set forth in this
Article Twelve in respect of any Senior Indebtedness at any time held by it, to
the same extent as any other holder of Senior Indebtedness, and nothing in this
Section or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Twelve, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 5.1, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders of Securities,
the Issuer or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Twelve or otherwise.

         SECTION 12.7. NO IMPAIRMENT OF SUBORDINATION. No right of any present
or future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Issuer or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance



                                       50
<PAGE>



by the Issuer with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with.

         SECTION 12.8. DEFEASANCE OF THIS ARTICLE TWELVE. The subordination of
any series of Securities provided by this Article Twelve is expressly made
subject to the provisions for discharge, defeasance or covenant defeasance in
Article Nine hereof and, anything herein to the contrary notwithstanding, upon
the effectiveness of any such discharge, defeasance or covenant defeasance, the
series of Securities for which such discharge, defeasance or covenant defeasance
becomes effective shall thereupon cease to be subordinated pursuant to this
Article Twelve.

         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 __________ __, 20__.


                                CRANE CO.



                                By
                                  --------------------------------------


[CORPORATE SEAL]


Attest:



By
  ----------------------------------------



                                LASALLE BANK NATIONAL ASSOCIATION




                                By
                                  --------------------------------------


[CORPORATE SEAL]


Attest:



By
  ----------------------------------------



                                       51
<PAGE>



STATE OF CONNECTICUT            )
                                ) ss.:
COUNTY OF FAIRFIELD             )



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



[NOTARIAL SEAL]



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















                                       52
<PAGE>



STATE OF ILLINOIS               )
                                ) ss.:
COUNTY OF COOK                  )



         On this day of         before me personally came to me personally
known, who, being by me duly sworn, did depose and say that he resides at
that he is a         of Lasalle Bank National Association, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.



[NOTARIAL SEAL]



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
















                                       53