<PAGE>
                                                                    Exhibit 4.17

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

                             BROOKS AUTOMATION, INC.

                                     ISSUER

                                 DEBT SECURITIES




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

                                    INDENTURE

                               DATED AS OF , 200_



                         U.S. BANK NATIONAL ASSOCIATION
                                     TRUSTEE

================================================================================
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                                          Indenture
Section                                                                                       Section
-------                                                                                       -------
<S>                                                                                          <C>
310(a)(1)         ............................................................................  7.10
(a)(2)            ............................................................................  7.10
(a)(3)            ............................................................................  N.A.
(a)(4)            ............................................................................  N.A.
(a)(5)            ............................................................................  7.10
(b)               ............................................................................  7.10
(c)               ............................................................................  N.A.
311(a)            ............................................................................  7.11
(b)               ............................................................................  7.11
(c)               ............................................................................  N.A.
312(a)            ............................................................................  5.01
(b)               ............................................................................  5.02
(c)               ............................................................................  5.02
313(a)            ............................................................................  5.04
(b)(1)            ............................................................................  5.04
(b)(2)            ............................................................................  5.04
(c)               ............................................................................  13.03
(d)               ............................................................................  5.04
314(a)(1)         ............................................................................  5.03
(a)(2)            ............................................................................  5.03
(a)(3)            ............................................................................  5.03
(a)(4)            ............................................................................  4.05
(b)               ............................................................................  N.A.
(c)(1)            ............................................................................  13.05
(c)(2)            ............................................................................  13.05
(c)(3)            ............................................................................  N.A.
(d)               ............................................................................  N.A.
(e)               ............................................................................  13.05
315(a)            ............................................................................  7.01
(b)               ............................................................................  6.07 & 13.03
(c)               ............................................................................  7.01
(d)               ............................................................................  7.01
(e)               ............................................................................  6.08
316(a)(last       ............................................................................  1.01
sentence)
(a)(1)(A)         ............................................................................  6.06
(a)(1)(B)         ............................................................................  6.06
(a)(2)            ............................................................................  9.01(d)
(b)               ............................................................................  6.04
(c)               ............................................................................  5.05
317(a)(1)         ............................................................................  6.02
(a)(2)            ............................................................................  6.02
(b)               ............................................................................  4.04
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TIA                                                                                          Indenture
Section                                                                                       Section
-------                                                                                       -------
<S>                                                                                          <C>
318(a)            ............................................................................  13.07
                  N.A. means Not Applicable.
                  Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the
                        Indenture
</TABLE>


                                      -2-
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
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                                    ARTICLE I

                                   Definitions

SECTION 1.01. Certain Terms Defined......................................................................1
SECTION 1.02. Incorporation by Reference of Trust Indenture Act.........................................10
SECTION 1.03. Rules of Construction.....................................................................10

                                   ARTICLE II

                                 Debt Securities

SECTION 2.01. Forms Generally...........................................................................11
SECTION 2.02. Form of Trustee's Certificate of Authentication...........................................11
SECTION 2.03. Principal Amount; Issuable in Series......................................................12
SECTION 2.04. Execution of Debt Securities..............................................................15
SECTION 2.05. Authentication and Delivery of Debt Securities............................................15
SECTION 2.06. Denomination of Debt Securities...........................................................17
SECTION 2.07. Registration of Transfer and Exchange.....................................................17
SECTION 2.08. Temporary Debt Securities.................................................................18
SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities......................................19
SECTION 2.10. Cancellation of Surrendered Debt Securities...............................................20
SECTION 2.11. Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and
                the Holders.............................................................................20
SECTION 2.12. Payment of Interest; Rights Preserved.....................................................20
SECTION 2.13. Securities Denominated in Foreign Currencies..............................................21
SECTION 2.14. Wire Transfers............................................................................21
SECTION 2.15. Securities Issuable in the Form of a Global Security......................................21
SECTION 2.16. Medium Term Securities....................................................................23
SECTION 2.17. Defaulted Interest........................................................................24
SECTION 2.18. Judgments.................................................................................25

                                   ARTICLE III

                          Redemption of Debt Securities

SECTION 3.01. Applicability of Article..................................................................26
SECTION 3.02. Notice of Redemption; Selection of Debt Securities........................................26
SECTION 3.03. Payment of Debt Securities Called for Redemption..........................................27
SECTION 3.04. Mandatory and Optional Sinking Funds......................................................28
SECTION 3.05. Redemption of Debt Securities for Sinking Fund............................................28
</TABLE>


                                      -i-
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                                   ARTICLE IV

                       Particular Covenants of the Company

SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities............30
SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of
                Debt Securities.........................................................................31
SECTION 4.03. Appointment to Fill a Vacancy in the Office of Trustee....................................31
SECTION 4.04. Duties of Paying Agents, etc..............................................................31
SECTION 4.05. Statement by Officers as to Default.......................................................32
SECTION 4.06. Existence.................................................................................32
SECTION 4.07. Maintenance of Properties.................................................................33
SECTION 4.08. Payment of Taxes and Other Claims.........................................................33

                                    ARTICLE V

            Holders' Lists and Reports by the Company And the Trustee

SECTION 5.01. Company to Furnish Trustee Information as to Names and Addresses of Holders;
                Preservation of Information.............................................................33
SECTION 5.02. Communications to Holders.................................................................34
SECTION 5.03. Reports by Company........................................................................34
SECTION 5.04. Reports by Trustee........................................................................34
SECTION 5.05. Record Dates for Action by Holders........................................................35

                                   ARTICLE VI

             Remedies of the Trustee and Holders in Event of Default

SECTION 6.01. Events of Default.........................................................................35
SECTION 6.02. Collection of Indebtedness by Trustee, etc................................................37
SECTION 6.03. Application of Moneys Collected by Trustee................................................39
SECTION 6.04. Limitation on Suits by Holders............................................................40
SECTION 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default......40
SECTION 6.06. Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee
                and to Waive Default....................................................................41
SECTION 6.07. Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain
                Circumstances...........................................................................41
SECTION 6.08. Requirement of an Undertaking To Pay Costs in Certain Suits under the Indenture or
                Against the Trustee.....................................................................41
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                                      -ii-
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                                   ARTICLE VII

                             Concerning the Trustee

SECTION 7.01. Certain Duties and Responsibilities.......................................................42
SECTION 7.02. Certain Rights of Trustee.................................................................43
SECTION 7.03. Trustee Not Liable for Recitals in Indenture or in Debt Securities........................45
SECTION 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities................................46
SECTION 7.05. Moneys Received by Trustee to Be Held in Trust............................................46
SECTION 7.06. Compensation and Reimbursement............................................................46
SECTION 7.07. Right of Trustee to Rely on an Officers' Certificate Where No Other Evidence
                Specifically Prescribed.................................................................47
SECTION 7.08. Separate Trustee; Replacement of Trustee..................................................47
SECTION 7.09. Successor Trustee by Merger...............................................................48
SECTION 7.10. Eligibility; Disqualification.............................................................49
SECTION 7.11. Preferential Collection of Claims Against Company.........................................49
SECTION 7.12. Compliance with Tax Laws..................................................................49

                                  ARTICLE VIII

                             Concerning the Holders

SECTION 8.01. Evidence of Action by Holders.............................................................49
SECTION 8.02. Proof of Execution of Instruments and of Holding of Debt Securities.......................50
SECTION 8.03. Who May Be Deemed Owner of Debt Securities................................................50
SECTION 8.04. Instruments Executed by Holders Bind Future Holders.......................................50

                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.01. Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders..51
SECTION 9.02. Modification of Indenture with Consent of Holders of Debt Securities......................53
SECTION 9.03. Effect of Supplemental Indentures.........................................................54
SECTION 9.04. Debt Securities May Bear Notation of Changes by Supplemental Indentures...................55
SECTION 9.05. Payment for Consent.......................................................................55

                                    ARTICLE X

                    Consolidation, Merger, Sale or Conveyance

SECTION 10.01. Consolidations and Mergers of the Company................................................55
SECTION 10.02. Rights and Duties of Successor Corporation...............................................56
</TABLE>


                                      -iii-
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                                   ARTICLE XI

      Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys

SECTION 11.01. Applicability of Article.................................................................56
SECTION 11.02. Satisfaction and Discharge of Indenture: Defeasance......................................56
SECTION 11.03. Conditions of Defeasance.................................................................57
SECTION 11.04. Application of Trust Money...............................................................59
SECTION 11.05. Repayment to Company.....................................................................59
SECTION 11.06. Indemnity for U.S. Government Obligations................................................59
SECTION 11.07. Reinstatement............................................................................59

                                   ARTICLE XII

                        Subordination of Debt Securities

SECTION 12.01. Applicability of Article; Agreement To Subordinate.......................................59
SECTION 12.02. Liquidation, Dissolution, Bankruptcy.....................................................60
SECTION 12.03. Default on Senior Indebtedness...........................................................60
SECTION 12.04. Acceleration of Payment of Debt Securities...............................................61
SECTION 12.05. When Distribution Must Be Paid Over......................................................61
SECTION 12.06. Subrogation..............................................................................61
SECTION 12.07. Relative Rights..........................................................................61
SECTION 12.08. Subordination May Not Be Impaired by Company.............................................62
SECTION 12.09. Rights of Trustee and Paying Agent.......................................................62
SECTION 12.10. Distribution or Notice to Representative.................................................62
SECTION 12.11. Article XII Not to Prevent Defaults or Limit Right to Accelerate.........................62
SECTION 12.12. Trust Moneys Not Subordinated............................................................63
SECTION 12.13. Trustee Entitled to Rely.................................................................63
SECTION 12.14. Trustee to Effectuate Subordination......................................................63
SECTION 12.15. Trustee Not Fiduciary for Holders of Senior Indebtedness.................................63
SECTION 12.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions...................63

                                  ARTICLE XIII

                            Miscellaneous Provisions

SECTION 13.01. Successors and Assigns of Company Bound by Indenture.....................................64
SECTION 13.02. Acts of Board, Committee or Officer of Successor Company Valid...........................64
SECTION 13.03. Required Notices or Demands..............................................................64
SECTION 13.04. Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State
                 of New York............................................................................65
SECTION 13.05. Officers' Certificate and Opinion of Counsel to Be Furnished upon Application or Demand
                 by the Company.........................................................................65
SECTION 13.06. Payments Due on Legal Holidays...........................................................66
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                                      -iv-
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SECTION 13.07. Provisions Required by Trust Indenture Act to Control....................................66
SECTION 13.08. Computation of Interest on Debt Securities...............................................66
SECTION 13.09. Rules by Trustee, Paying Agent and Registrar.............................................66
SECTION 13.10. No Recourse Against Others...............................................................66
SECTION 13.11. Severability.............................................................................67
SECTION 13.12. Effect of Headings.......................................................................67
SECTION 13.13. Indenture May Be Executed in Counterparts................................................67
</TABLE>


                                      -v-
<PAGE>
                        INDENTURE dated as of          , 2003, between BROOKS
                  AUTOMATION, INC., a corporation duly organized and existing
                  under the laws of the State of Delaware (hereinafter sometimes
                  called the "Company"), and U.S. Bank National Association, a
                  national banking association (hereinafter sometimes called the
                  "Trustee").

                             RECITALS OF THE COMPANY

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

                    NOW, THEREFORE, THIS INDENTURE WITNESSETH

                  In consideration of the premises, and of the purchase and
acceptance of the Debt Securities by the holders thereof, the Company and the
Trustee covenant and agree with each other, for the benefit of the respective
Holders from time to time of the Debt Securities or any series thereof, as
follows:

                                   ARTICLE I

                                   Definitions

            SECTION 1.01. Certain Terms Defined. The terms defined in this
Section 1.01 (except as herein otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section 1.01. All other terms used in this Indenture which are defined in
the Trust Indenture Act or which are by reference therein defined in the
Securities Act (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meanings assigned to such terms in
the Trust Indenture Act and in the Securities Act as in force as of the date of
original execution of this Indenture.

            "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

            "Authorized Newspaper" means a newspaper in an official language of
the country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, and of
general circulation in such
<PAGE>
                                                                               2


city or cities specified pursuant to Section 2.03 with respect to the Debt
Securities of any series. Where successive publications are required to be made
in Authorized Newspapers, the successive publications may be made in the same or
in different newspapers in the same city meeting the foregoing requirements and
in each case on any business day in such city.

            "Bankruptcy Law" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors.

            "Board of Directors" means either the Board of Directors of the
Company or any duly authorized committee or subcommittee of such Board, except
as the context may otherwise require.

            "business day" means, when used with respect to any Place of Payment
specified pursuant to Section 2.03, any day that is not a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies in
such Place of Payment are authorized or obligated by law to close, except as
otherwise specified pursuant to Section 2.03.

            "Capitalized Lease Obligation" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP; and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests (including partnership interests) in (however designated) equity of
such Person, including any Preferred Stock, but excluding any debt securities
convertible into such equity.

            "Common Stock" means the common shares, $0.01 par value per share,
of the Company, which stock is currently listed on The Nasdaq Stock Market, Inc.

            "Company" means Brooks Automation, Inc., a Delaware corporation,
and, subject to the provisions of Article X, shall also include its successors
and assigns.

            "Company Order" means a written order of the Company, signed by its
Chairman of the Board, its Vice Chairman, Chief Executive Officer, President,
any Vice President, the Chief Financial Officer, the Controller or chief
accounting officer and by its Treasurer, Secretary, any Assistant Treasurer or
any Assistant Secretary.

            "corporate trust office of the Trustee" or other similar term means
the corporate trust office of the Trustee at which this Indenture shall, at any
particular time, be principally administered in the United States of America,
except that with respect to the presentation of Debt Securities for payment or
for registration of transfer and exchange, such term shall also mean the office
of the Trustee or the Trustee's agent in the
<PAGE>
                                                                               3


Borough of Manhattan, the City and State of New York, at which at any particular
time its corporate agency business shall be conducted.

            "Currency" means Dollars or Foreign Currency.

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

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

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

            "Designated Senior Indebtedness" means any Senior Indebtedness of
the Company as to which the Company has notified the Trustee at the time of
issuance thereof or upon execution of this Indenture that such Senior
Indebtedness will be treated as Designated Senior Indebtedness under this
Indenture.

            "Disqualified Stock" of a Person means Redeemable Stock of such
Person as to which the maturity, mandatory redemption, conversion or exchange or
redemption at the option of the holder thereof occurs, or may occur, on or prior
to the first anniversary of the Stated Maturity of the Debt Securities.

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

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

            "Event of Default" has the meaning specified in Section 6.01.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Foreign Currency" means a currency issued by the government of any
country (other than the United States) or the European Union or a composite
currency the value of which is determined by reference to the values of the
currencies of any group of countries.
<PAGE>
                                                                               4


            "GAAP" means generally accepted accounting principles in the United
States as in effect as of the date on which the Debt Securities of the
applicable series are issued, including those set forth in (i) the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants, (ii) statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other
entity as approved by a significant segment of the accounting profession and
(iii) the rules and regulations of the SEC, including opinions and
pronouncements in staff accounting bulletins and similar written statements from
the accounting staff of the SEC. All ratios and computations based on GAAP
contained in this Indenture shall be computed in conformity with GAAP
consistently applied.

            "Global Security" means with respect to any series of Debt
Securities issued hereunder, a Debt Security which is executed by the Company
and authenticated and delivered by the Trustee to the Depositary or pursuant to
the Depositary's instruction, all in accordance with this Indenture and any
indentures supplemental hereto, or resolution of the Board of Directors and set
forth in an Officers' Certificate, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all the Outstanding Debt
Securities of such series or any portion thereof, in either case having the same
terms, including, without limitation, the same original issue date, date or
dates on which principal is due and interest rate or method of determining
interest.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation of such other
Person or (ii) entered into for purposes of assuring in any other manner the
obligee of such Indebtedness or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

            "Holder," "Holder of Debt Securities" or other similar terms mean,
with respect to a Registered Security, the Registered Holder.

            "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be incurred by such
Subsidiary at the time it becomes a Subsidiary. The terms "Incurred",
"Incurrence" and "Incurring" shall each have a correlative meaning.

            "Indebtedness" means, with respect to any Person on any date of
determination (without duplication),

            (i) the principal of Indebtedness of such Person for borrowed money;
<PAGE>
                                                                               5


            (ii) the principal of obligations of such Person evidenced by bonds,
      debentures, notes or other similar instruments;

            (iii) all Capitalized Lease Obligations of such Person;

            (iv) all obligations of such Person to pay the deferred and unpaid
      purchase price of property or services (except Trade Payables);

            (v) all obligations of such Person in respect of letters of credit,
      banker's acceptances or other similar instruments or credit transactions
      (including reimbursement obligations with respect thereto), other than
      obligations with respect to letters of credit securing obligations (other
      than obligations described in (i) through (iv) above) entered into in the
      ordinary course of business of such Person to the extent such letters of
      credit are not drawn upon or, if and to the extent drawn upon, such
      drawing is reimbursed no later than the third business day following
      receipt by such Person of a demand for reimbursement following payment on
      the letter of credit;

            (vi) the amount of all obligations of such Person with respect to
      the redemption, repayment or other repurchase of any Disqualified Stock
      (but excluding, in each case, any accrued dividends);

            (vii) all Indebtedness of other Persons secured by a Lien on any
      asset of such Person, whether or not such Indebtedness is assumed by such
      Person; provided, however, that the amount of such Indebtedness shall be
      the lesser of (A) the fair market value of such asset at such date of
      determination and (B) the amount of such Indebtedness of such other
      Persons; and

            (viii) all Indebtedness of other Persons to the extent Guaranteed by
      such Person.

For purposes of this definition, the maximum fixed redemption, repayment or
repurchase price of any Disqualified Stock or Preferred Stock that does not have
a fixed redemption, repayment or repurchase price shall be calculated in
accordance with the terms of such Stock as if such Stock were redeemed, repaid
or repurchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture; provided, however, that if such Stock is
not then permitted to be redeemed, repaid or repurchased, the redemption,
repayment or repurchase price shall be the book value of such Stock as reflected
in the most recent financial statements of such Person. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date.

            "Indenture" means this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented and
shall include the form and terms of particular series of Debt Securities as
contemplated hereunder, whether or not a supplemental indenture is entered into
with respect thereto.
<PAGE>
                                                                               6


            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the Chief Executive Officer, the President, any Vice President,
the Chief Financial Officer, the Controller or chief accounting officer and by
the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary
of the Company. Each such certificate shall include the statements provided for
in Section 13.05, if applicable.

            "Opinion of Counsel" means an opinion in writing signed by legal
counsel for the Company (which counsel may be an employee of the Company), or
outside counsel for the Company. Each such opinion shall include the statements
provided for in Section 13.05, if applicable.

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

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

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

            (ii) Debt Securities of that series for whose payment or redemption
      money in the necessary amount has been theretofore deposited with the
      Trustee or any paying agent (other than the Company) in trust or set aside
      and segregated in trust by the Company (if the Company shall act as its
      own paying agent) for the holders of such Debt Securities; provided,
      however, that, if such Debt Securities are to be redeemed, notice of such
      redemption has been duly given pursuant to this Indenture or provision
      therefor satisfactory to the Trustee has been made; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debt Securities owned by the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only
<PAGE>
                                       7


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

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

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

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

            "Preferred Stock" as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

            "Redeemable Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event
(i) matures or is
<PAGE>
                                                                               8


mandatorily redeemable (other than redeemable only for Capital Stock of such
Person which itself is not Disqualified Stock) pursuant to a sinking fund
obligation or otherwise, (ii) is convertible or exchangeable at the option of
the holder for Indebtedness or Disqualified Stock or (iii) is redeemable at the
option of the holder thereof or must be purchased upon the occurrence of any
event, in whole or in part.

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

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

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

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

            "Responsible Officer" when used with respect to the Trustee, means
any officer within the corporate trust services department of the Trustee,
including any Vice President, any trust officer or any other officer of the
Trustee performing functions similar to those performed by the persons who at
the time shall be such officers, and any other officer of the Trustee to whom
corporate trust matters are referred because of his knowledge of and familiarity
with the particular subject.

            "SEC" means the U.S. Securities and Exchange Commission.

            "Secured Indebtedness" means any Indebtedness of the Company secured
by a Lien.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Senior Indebtedness" means, as to any series of Debt Securities
subordinated pursuant to the provisions of Article XII, the Indebtedness of the
Company identified as Senior Indebtedness in the resolution of the Board of
Directors and accompanying Officers' Certificate or supplemental indenture
setting forth the terms.

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

            "Subordinated Debt Securities" means any Debt Securities that are
subordinated as contemplated by paragraph (21) of the second paragraph of
Section 2.03.

            "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of
<PAGE>
                                                                               9


shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or
more Subsidiaries of such Person.

            "Temporary Cash Investments" means any of the following: (i)
investments in U.S. Government Obligations maturing within 90 days of the date
of acquisition thereof, (ii) investments in time deposit accounts, certificates
of deposit and money market deposits maturing within 90 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States, any State thereof or any foreign country
recognized by the United States having capital, surplus and undivided profits
aggregating in excess of $500,000,000 (or the Dollar Equivalent thereof) and
whose long-term debt is rated "A" or higher according to Moody's Investors
Service, Inc. (or such similar equivalent rating by at least one "nationally
recognized statistical rating organization" (as defined in Rule 436 under the
Securities Act)), (iii) repurchase obligations with a term of not more than 7
days for underlying securities of the types described in clause (i) above
entered into with a bank meeting the qualifications described in clause (ii)
above and (iv) investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than an Affiliate
of the Company) organized and in existence under the laws of the United States
or any foreign country recognized by the United States with a rating at the time
as of which any investment therein is made of "P-1" (or higher) according to
Moody's Investors Service, Inc. or "A-1" (or higher) according to Standard and
Poor's Corporation. Any such Temporary Cash Investment with, or issued by or
purchased through the Trustee or any of its Affiliates shall be permissible to
qualify as such (provided that it otherwise satisfies the applicable
requirements of the foregoing definition).

            "Trade Payables" means, with respect to any Person, any accounts
payable or any Indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person arising in the ordinary course of business
of such Person in connection with the acquisition of goods or services.

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

            "Trust Indenture Act" (except as herein otherwise expressly
provided) means the Trust Indenture Act of 1939 as in force at the date of this
indenture as originally executed and, to the extent required by law, as amended.

            "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.
<PAGE>
                                                                              10


            "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States for the payment of which its full faith and
credit is pledged or (y) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case, are not callable or redeemable at the
option of the issuer thereof.

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

            SECTION 1.02. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the Trust Indenture Act
which are incorporated by reference in and made a part of this indenture. The
following Trust Indenture Act terms have the following meanings:

            "indenture securities" means the Debt Securities.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor" on the indenture securities means the Company and any
other obligor on the Debt Securities.

            All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust indenture Act, reference to another statute or defined by
rules of the Securities and Exchange Commission have the meanings assigned to
them by such definitions.

            SECTION 1.03. Rules of Construction. Unless the context otherwise
requires:

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

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

            (3) "or" is not exclusive;

            (4) "including" means including without limitation;

            (5) words in the singular include the plural and words in the plural
      include the singular;
<PAGE>
                                                                              11


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

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

            (8) the principal amount of any Preferred Stock shall be the greater
      of (i) the maximum liquidation value of such Preferred Stock or (ii) the
      maximum mandatory redemption or mandatory repurchase price with respect to
      such Preferred Stock.

                                   ARTICLE II

                                 Debt Securities

            SECTION 2.01. Forms Generally. The Debt Securities of each series
shall be in substantially the form established without the approval of any
Holder by or pursuant to a resolution of the Board of Directors or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as the Company
may deem appropriate (and, if not contained in a supplemental indenture entered
into in accordance with Article IX, as are not prohibited by the provisions of
this Indenture) or as may be required or appropriate to comply with any law or
with any rules made pursuant thereto or with any rules of any securities
exchange on which such series of Debt Securities may be listed, or to conform to
general usage, or as may, consistently herewith, be determined by the officers
executing such Debt Securities as evidenced by their execution of the Debt
Securities.

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

            SECTION 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's Certificate of Authentication on all Debt Securities authenticated by
the Trustee shall be in substantially the following form:
<PAGE>
                                                                              12


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                             -----------------------------------
                                             As Trustee

                                             By
                                                --------------------------------
                                                Authorized Signatory

            SECTION 2.03. Principal Amount; Issuable in Series. The aggregate
principal amount of Debt Securities which may be issued, executed,
authenticated, delivered and outstanding under this Indenture is unlimited.

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

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

            (2) any limit upon the aggregate principal amount of the Debt
      Securities of the series which may be authenticated and delivered under
      this Indenture (except for Debt Securities authenticated and delivered
      upon registration of transfer of, or in exchange for, or in lieu of, other
      Debt Securities of the series pursuant to this Article II);

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

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

            (5) the Place or Places of Payment, if any, in addition to or
      instead of the corporate trust office of the Trustee where the principal
      of, and interest on, Debt Securities of the series shall be payable;
<PAGE>
                                                                              13


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

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

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

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

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

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

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

            (13) if other than such coin or Currency of the United States as at
      the time of payment is legal tender for payment of public and private
      debts, the coin or Currency or Currencies or units of two or more
      Currencies in which payment of the principal of and premium, if any, and
      interest on, Debt Securities of the series shall be payable;
<PAGE>
                                                                              14


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

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

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

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

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

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

            (20) the terms, if any, of any Guarantee of the payment of principal
      of, and premium, if any, and interest on, Debt Securities of the series
      and any corresponding changes to the provisions of this Indenture as
      currently in effect;

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

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

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

<PAGE>
                                                                              15


               All Debt Securities of any one series appertaining thereto shall
be substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to such resolution of the Board of Directors and as
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Debt Securities of any one series need not be issued at the same
time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to such Board of Directors resolution,
such Officers' Certificate or such supplemental indenture.

               SECTION 2.04. Execution of Debt Securities. The Debt Securities
shall be signed on behalf of the Company by its Chairman of the Board, its Vice
Chairman, its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer, its Treasurer, its Corporate Controller or its
Secretary. Such signatures upon the Debt Securities may be the manual or
facsimile signatures of the present or any future such authorized officers and
may be imprinted or otherwise reproduced on the Debt Securities. The seal of the
Company, if any, may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Debt Securities.

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

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

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

            (1) a copy of any resolution or resolutions of the Board of
      Directors, certified by the Secretary or Assistant Secretary of the
      Company, authorizing the terms of issuance of any series of Debt
      Securities;
<PAGE>
                                                                              16



               (2) an executed supplemental indenture, if any;

               (3) an Officers' Certificate; and

               (4) an Opinion of Counsel prepared in accordance with Section
13.05 and substantially to the effect that:

               (b) the form of such Debt Securities has been duly authorized in
conformity with the provisions of this Indenture;

               (c) the terms of such Debt Securities have been duly authorized
in conformity with the provisions of this Indenture;

               (d) such Debt Securities, when authenticated and delivered by the
Trustee and issued by the Company in accordance with the provisions of this
Indenture, delivered to and duly paid for by the purchasers thereof, and subject
to any conditions specified in such opinion of Counsel, will constitute valid
and legally binding obligations of the Company, enforceable in accordance with
their terms except as the enforceability thereof may be limited by (i)
bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent
transfer or similar laws affecting the enforcement of creditors' rights
generally and (ii) equitable principles of general applicability; and

               (e) the Company has the corporate power to issue such Debt
Securities and has duly taken all necessary corporate action with respect to
such issuance.

               Such Opinion of Counsel need express no opinion as to the
enforceability of Section 7.06 or as to whether a court in the United States
would render a money judgment in a currency other than that of the United
States. Such counsel may rely on opinions of other counsel (copies of which
shall be delivered to the Trustee), and, to the extent such opinion involves
factual matters, such counsel may rely upon certificates of officers of the
Company and certificates of public officials.

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

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

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

<PAGE>
                                                                             17


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

               SECTION 2.07. Registration of Transfer and Exchange. (a) The
Company shall keep or cause to be kept a register for each series of Registered
Securities issued hereunder (hereinafter collectively referred to as the "Debt
Security Register"), in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and the transfer of Registered Securities as in this Article II
provided. At all reasonable times the Debt Security Register shall be open for
inspection by the Trustee. Subject to Section 2.15, upon due presentment for
registration of transfer of any Registered Security at any office or agency to
be maintained by the Company in accordance with the provisions of Section 4.02,
the Company shall execute and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Registered Security or Registered
Securities of authorized denominations for a like aggregate principal amount.

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

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

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

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

               No service charge shall be made for any exchange or registration
of transfer of Debt Securities (except as provided by Section 2.09), but the
Company may
<PAGE>
                                                                              18


require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto, other than those expressly
provided in this Indenture to be made at the Company's own expense or without
expense or without charge to the Holders.

               The Company shall not be required (a) to issue, register the
transfer of or exchange any Debt Securities for a period of 15 days next
preceding any mailing of notice of redemption of Debt Securities of such series
or (b) to register the transfer of or exchange any Debt Securities selected,
called or being called for redemption.

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

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

               SECTION 2.08. Temporary Debt Securities. Pending the preparation
of definitive Debt Securities of any series, the Company may execute and the
Trustee shall authenticate and deliver temporary Debt Securities (printed,
lithographed, photocopied, typewritten or otherwise produced) of any authorized
denomination, and substantially in the form of the definitive Debt Securities in
lieu of which they are issued, in registered form and with such omissions,
insertions and variations as may be appropriate for temporary Debt Securities,
all as may be determined by the Company with the concurrence of the Trustee.
Temporary Debt Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Debt Security shall be executed
by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Debt
Securities.

               If temporary Debt Securities of any series are issued, the
Company will cause definitive Debt Securities of such series to be prepared
without unreasonable delay. After the preparation of definitive Debt Securities
of such series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series upon surrender of the
temporary Debt Securities of such series at the office or agency of the Company
at a Place of Payment for such series, without charge to the Holder thereof,
except as provided in Section 2.07 in connection with a transfer, and upon
surrender for cancellation of any one or more temporary Debt Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Debt Securities of
the same series
<PAGE>
                                                                              19


of authorized denominations and of like tenor. Until so exchanged, temporary
Debt Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Debt Securities of such series,
except as otherwise specified as contemplated by Section 2.03(17) with respect
to the payment of interest on Global Securities in temporary form.

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

               SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Debt
Securities. If (i) any mutilated Debt Security is surrendered to the Trustee at
its corporate trust office (in the case of Registered Securities) or (ii) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them and any paying agent harmless, and neither the Company nor the
Trustee receives notice that such Debt Security has been acquired by a bona fide
purchaser, then the Company shall execute and, upon a Company Order, the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the
same series of like tenor, form, terms and principal amount, bearing a number
not contemporaneously Outstanding. Upon the issuance of any substituted Debt
Security, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses connected therewith. In case any Debt Security which has matured
or is about to mature or which has been called for redemption shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substituted Debt Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debt Security) if the
applicant for such payment shall furnish the Company and the Trustee with such
security or indemnity as either may require to save it harmless from all risk,
however remote, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Debt Security and of the ownership thereof.

               Every substituted Debt Security of any series issued pursuant to
the provisions of this Section 2.09 by virtue of the fact that any Debt Security
is destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder. All Debt Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary
<PAGE>
                                       20


with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

               SECTION 2.10. Cancellation of Surrendered Debt Securities. All
Debt Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to the Company or any paying agent or a
Registrar, be delivered to the Trustee for cancellation by it, or if surrendered
to the Trustee, shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture. All canceled Debt Securities held by the Trustee shall be destroyed
(subject to applicable record retention requirements of the Exchange Act or
other law that may be applicable) and certification of their destruction
delivered to the Company, unless otherwise directed. On request of the Company,
the Trustee shall deliver to the Company canceled Debt Securities held by the
Trustee. If the Company shall acquire any of the Debt Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented thereby unless and until the same are delivered or
surrendered to the Trustee for cancellation. The Company may not issue new Debt
Securities to replace Debt Securities it has redeemed, paid or delivered to the
Trustee for cancellation.

               SECTION 2.11. Provisions of the Indenture and Debt Securities for
the Sole Benefit of the Parties and the Holders. Nothing in this Indenture or in
the Debt Securities, expressed or implied, shall give or be construed to give to
any Person, other than the parties hereto, the Holders or any Registrar or
paying agent, any legal or equitable right, remedy or claim under or in respect
of this Indenture, or under any covenant, condition or provision herein
contained; all its covenants, conditions and provisions being for the sole
benefit of the parties hereto, the Holders and any Registrar and paying agents.

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

               (b) Subject to the foregoing provisions of this Section 2.12 and
Section 2.17, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debt Security of the same series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.
<PAGE>
                                                                              21


               SECTION 2.13. Securities Denominated in Foreign Currencies. (a)
Except as otherwise specified pursuant to Section 2.03 for Registered Securities
of any series, payment of the principal of, and premium, if any, and interest
on, Registered Securities of such series will be made in Dollars.

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

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

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

               SECTION 2.15. Securities Issuable in the Form of a Global
Security. (a) If the Company shall establish pursuant to Sections 2.01 and 2.03
that the Debt Securities of a particular series are to be issued in whole or in
part in the form of one or more Global Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section 2.05,
authenticate and deliver, such Global Security or Securities, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debt Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as
the Company shall specify in an Officers' Certificate, (ii) shall be registered
in the name of the Depositary for such Global Security or securities or its
nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary
or pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for the individual Debt Securities represented hereby, this
Global Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
<PAGE>
                                                                              22


another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary", or such other
legend as may then be required by the Depositary for such Global Security or
Securities.

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

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

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

               If specified by the Company pursuant to Sections 2.01 and 2.03
with respect to Debt Securities issued or issuable in the form of a Global
Security, the Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for individual Debt Securities of such
series of like tenor and terms in definitive form on such terms as are
acceptable to the Company, the Trustee and such Depositary. Thereupon the
Company shall execute, and the Trustee or its agent upon receipt of a Company
Order for the authentication and delivery of definitive Debt
<PAGE>
                                                                              23


Securities of such series shall authenticate and deliver, without service
charge, (1) to each Person specified by such Depositary a new Debt Security or
Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Persons beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the principal
amount of the surrendered Global Security and the aggregate principal amount of
Debt Securities delivered to Holders thereof.

               In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Debt Securities. Upon the exchange of the
entire principal amount of a Global Security for individual Debt Securities,
such Global Security shall be canceled by the Trustee or its agent. Except as
provided in the preceding paragraph, Registered Securities issued in exchange
for a Global Security pursuant to this Section 2.15 shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or the Registrar. The Trustee or the
Registrar shall deliver such Registered Securities to the Persons in whose names
such Registered Securities are so registered.

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

               SECTION 2.16. Medium Term Securities. Notwithstanding any
contrary provision herein, if all Debt Securities of a series are not to be
originally issued at one time, it shall not be necessary for the Company to
deliver to the Trustee an Officers'
<PAGE>
                                                                              24


Certificate, resolutions of the Board of Directors, supplemental indenture,
Opinion of Counsel or written order or any other document otherwise required
pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time of
authentication of each Debt Security of such series if such documents are
delivered to the Trustee or its agent at or prior to the authentication upon
original issuance of the first such Debt Security of such series to be issued;
provided, however, that any subsequent request by the Company to the Trustee to
authenticate Debt Securities of such series upon original issuance shall
constitute a representation and warranty by the Company (and, if requested by
the Trustee, shall expressly state) that, as of the date of such request, the
statements made in the Officers' Certificate delivered pursuant to Section 2.05
or 13.05 shall be true and correct as if made on such date and that the Opinion
of Counsel delivered at or prior to such time of authentication of an original
issuance of Debt Securities shall specifically state that it shall relate to all
subsequent issuances of Debt Securities of such series that are identical to the
Debt Securities issued in the first issuance of Debt Securities of such series.

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

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

            (i) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Registered Securities of such series are
      registered at the close of business on a special record date for the
      payment of such Defaulted Interest, which shall be fixed in the following
      manner: The Company shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each such Registered Security of
      such series and the date of the proposed payment, and at the same time the
      Company shall deposit with the Trustee an amount of money equal to the
      aggregate amount proposed to be paid in respect of such Defaulted Interest
      or shall make arrangements satisfactory to the Trustee for such deposit
      prior to the date of the proposed payment, such money when deposited to be
      held in trust for the benefit of the Persons entitled to such Defaulted
      Interest as in this clause provided. Thereupon the Trustee shall fix a
<PAGE>
                                                                              25


      special record date for the payment of such Defaulted Interest which shall
      be not more than 15 days and not less than 10 days prior to the date of
      the proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such special record date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the special record date therefor to be mailed,
      first class postage prepaid, to each Holder thereof at its address as it
      appears in the Security Register, not less than 10 days prior to such
      special record date. Notice of the proposed payment of such Defaulted
      Interest and the special record date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the
      Registered Securities of such series are registered at the close of
      business on such special record date.

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

               SECTION 2.18. Judgments. The Company may provide pursuant to
Section 2.03 for Debt Securities of any series that (a) the obligation, if any,
of the Company to pay the principal of, and premium, if any, and interest on,
the Debt Securities of any series in a Foreign Currency or Dollars (the
"Designated Currency") as may be specified pursuant to Section 2.03 is of the
essence and agrees that, to the fullest extent possible under applicable law,
judgments in respect of Debt Securities of such series shall be given in the
Designated Currency; (b) the obligation of the Company to make payments in the
Designated Currency of the principal of, and premium, if any, and interest on,
such Debt Securities shall, notwithstanding any payment in any other Currency
(whether pursuant to a judgment or otherwise), be discharged only to the extent
of the amount in the Designated Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase with the sum paid in
such other Currency (after any premium and cost exchange) on the business day in
the country of issue of the Designated Currency or in the international banking
community (in the case of a composite currency) immediately following the day on
which such Holder receives such payment; (c) if the amount in the Designated
Currency that may be so purchased for any reason falls short of the amount
originally due, the Company shall pay such additional amounts as may be
necessary to compensate for such shortfall; and (d) any obligation of the
Company not discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.
<PAGE>
                                       26


                                  ARTICLE III

                          Redemption of Debt Securities

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

               SECTION 3.02. Notice of Redemption; Selection of Debt Securities.
In case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debt Securities of any series, the Company shall
fix a date for redemption and shall give notice of such redemption at least 30
and not more than 60 days prior to the date fixed for redemption to the Holders
of Debt Securities of such series so to be redeemed as a whole or in part, in
the manner provided in Section 13.03. The notice if given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. In any case, failure to give such notice or any
defect in the notice to the Holder of any Debt Security of a series designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security of such series.

               Each such notice of redemption shall specify (i) the date fixed
for redemption, (ii) the redemption price at which Debt Securities of such
series are to be redeemed, (iii) the Place or Places of Payment that payment
will be made upon presentation and surrender of such Debt Securities, (iv) that
any interest accrued to the date fixed for redemption will be paid as specified
in said notice, (v) that the redemption is for a sinking fund payment (if
applicable), (vi) that, unless the Company defaults on making such redemption
payment or unless the Debt Securities of that series are subordinated pursuant
to the terms of Article XII and the paying agent is prohibited from making such
payment pursuant to the terms of this Indenture, on and after said date any
interest thereon or on the portions thereof to be redeemed will cease to accrue,
(vii) that in the case of Original Issue Discount Securities original issue
discount accrued after the date fixed for redemption will cease to accrue,
(viii) the terms of the Debt Securities of that series pursuant to which the
Debt Securities of that series are being redeemed and (ix) that no
representation is made as to the correctness or accuracy of the CUSIP number, if
any, listed in such notice or printed on the Debt Securities of that series. If
less than all the Debt Securities of a series are to be redeemed the notice of
redemption shall specify the CUSIP numbers of the Debt Securities of that series
to be redeemed. In case any Debt Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Debt Security, a new Debt Security or Debt
Securities of that series in principal amount equal to the unredeemed portion
thereof.

               At least 60 days before the redemption date unless the Trustee
consents to a shorter period, the Company shall give notice to the Trustee of
the redemption date, the principal amount of Debt Securities to be redeemed and
the series and terms of the Debt
<PAGE>
                                                                              27


Securities pursuant to which such redemption will occur. Such notice shall be
accompanied by an Officers' Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein. If fewer than all the Debt Securities of a series are to be redeemed,
the record date relating to such redemption shall be selected by the Company and
given to the Trustee, which record date shall be not less than 15 days after the
date of notice to the Trustee.

               Prior to 10:00 am on the redemption date for any Registered
Securities, the Company shall deposit with the Trustee or with a paying agent
(or, if the Company is acting as its own paying agent, segregate and hold in
trust) an amount of money in the Currency in which such Debt Securities are
denominated (except as provided pursuant to Section 2.03) sufficient to pay the
redemption price of such Registered Securities or any portions thereof that are
to be redeemed on that date.

               If less than all the Debt Securities of like tenor and terms of a
series are to be redeemed (other than pursuant to mandatory sinking fund
redemptions) the Trustee shall select, in such manner as in its sole discretion
it shall deem appropriate and fair, the Debt Securities of that series or
portions thereof (in multiples of $1,000) to be redeemed. In any case where more
than one Registered Security of such series is registered in the same name, the
Trustee in its discretion may treat the aggregate principal amount so registered
as if it were represented by one Registered Security of such series. The Trustee
shall promptly notify the Company in writing of the Debt Securities selected for
redemption and, in the case of any Debt Securities selected for partial
redemption, the principal amount thereof to be redeemed. If any Debt Security
called for redemption shall not be so paid upon surrender thereof on such
redemption date, the principal, premium, if any, and interest shall bear
interest until paid from the redemption date at the rate borne by the Debt
Securities of that series. If less than all the Debt Securities of unlike tenor
and terms of a series are to be redeemed, the particular Debt Securities to be
redeemed shall be selected by the Company. Provisions of this Indenture that
apply to Debt Securities called for redemption also apply to portions of Debt
Securities called for redemption.

               SECTION 3.03. Payment of Debt Securities Called for Redemption.
If notice of redemption has been given as provided in Section 3.02, the Debt
Securities or portions of Debt Securities of the series with respect to which
such notice has been given shall become due and payable on the date and at the
Place or Places of Payment stated in such notice at the applicable redemption
price, together with any interest accrued to the date fixed for redemption, and
on and after said date (unless the Company shall default in the payment of such
Debt Securities at the applicable redemption price, together with any interest
accrued to said date) any interest on the Debt Securities or portions of Debt
Securities of any series so called for redemption shall cease to accrue and any
original issue discount in the case of Original Issue Discount Securities shall
cease to accrue and such Debt 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 Debt
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
Debt Securities at the Place or Places of Payment in said notice
<PAGE>
                                       28


specified, the said Debt Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable redemption price, together
with any interest accrued thereon to the date fixed for redemption.

               Any Debt Security that is to be redeemed only in part shall be
surrendered at the corporate trust office or such other office or agency of the
Company as is specified pursuant to Section 2.03, if the Company, the Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Registrar and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing, and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Debt Security without service charge, a new Debt Security or Debt
Securities of the same series, of like tenor and form, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Debt Security
so surrendered; except that if a Global Security is so surrendered, the Company
shall execute, and the Trustee shall authenticate and deliver to the Depositary
for such Global Security, without service charge, a new Global Security in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Security so surrendered. In the case of a Debt Security
providing appropriate space for such notation, at the option of the Holder
thereof, the Trustee, in lieu of delivering a new Debt Security or Debt
Securities as aforesaid, may make a notation on such Debt Security of the
payment of the redeemed portion thereof.

               SECTION 3.04. Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of Debt Securities
of any series, resolution of the Board of Directors or a supplemental indenture
is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Debt Securities of
any series, resolution of the Board of Directors or a supplemental indenture is
herein referred to as an "optional sinking fund payment".

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

               SECTION 3.05. Redemption of Debt Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of Debt
Securities, the Company will deliver to the Trustee an Officers' Certificate
(which need
<PAGE>
                                       29


not contain the statements required by Section 13.05) specifying the amount of
the next ensuing sinking fund payment for that series pursuant to the terms of
that series, any resolution or supplemental indenture, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Debt Securities of
that series pursuant to this Section 3.05 (which Debt Securities, if not
previously redeemed, will accompany such certificate) and whether the Company
intends to exercise its right to make any permitted optional sinking fund
payment with respect to such series. Such certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Company to deliver such certificate (or to
deliver the Debt Securities specified in this paragraph) shall not constitute a
Default, but such failure shall require that the sinking fund payment due on the
next succeeding sinking fund payment date for that series shall be paid entirely
in cash and shall be sufficient to redeem the principal amount of such Debt
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Debt Securities as provided in this Section 3.05 and without
the right to make any optional sinking fund payment, if any, with respect to
such series.

               Any sinking fund payment or payments (mandatory or optional) made
in cash plus any unused balance of any preceding sinking fund payments made in
cash which shall equal or exceed $50,000 (or a lesser sum if the Company shall
so request) with respect to the Debt Securities of any particular series shall
be applied by the Trustee on the sinking fund payment date on which such payment
is made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the Redemption Price specified in such Debt
Securities, resolution or supplemental indenture for operation of the sinking
fund together with any accrued interest to the date fixed for redemption. Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to the Debt Securities of any particular series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of
such series and not held for the payment or redemption of particular Debt
Securities shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of that series at its Stated Maturity.

               The Trustee shall select the Debt Securities to be redeemed upon
such sinking fund payment date in the manner specified in the last paragraph of
Section 3.02 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 3.02 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

               At least one business day before each sinking fund payment date,
the Company shall pay to the Trustee (or, if the Company is acting as its own
paying agent,
<PAGE>
                                                                              30


the Company shall segregate and hold in trust) in cash a sum in the Currency in
which the Debt Securities of such series are denominated (except as provided
pursuant to Section 2.03) equal to any interest accrued to the date fixed for
redemption of Debt Securities or portions thereof to be redeemed on such sinking
fund payment date pursuant to this Section 3.05.

               The Trustee shall not redeem any Debt Securities of a series with
sinking fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such Default or
Event of Default, be held as security for the payment of such Debt Securities;
provided, however, that in case such Event of Default or Default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next sinking fund payment date for such Debt Securities on which such moneys
may be applied pursuant to the provisions of this Section 3.05.

                                   ARTICLE IV

                       Particular Covenants of the Company

SECTION 4.01.  Payment of Principal of, and Premium, If Any, and Interest on,
Debt Securities. The Company, for the benefit of each series of Debt Securities,
will duly and punctually pay or cause to be paid the principal of, and premium,
if any, and interest on, each of the Debt Securities at the place, at the
respective times and in the manner provided herein and in the Debt Securities.
Each installment of interest on the Debt Securities may at the Company's option
be paid by mailing checks for such interest payable to the Person entitled
thereto to the address of such Person as it appears on the Debt Security
Register maintained pursuant to Section 2.07(a).

               Principal, premium and interest of Debt Securities of any series
shall be considered paid on the date due if on such date the Trustee or any
paying agent holds in accordance with this Indenture money sufficient to pay in
the Currency in which the Debt Securities of such series are denominated (except
as provided pursuant to Section 2.03) all principal, premium and interest then
due and, in the case of Debt Securities subordinated pursuant to the terms of
Article XII, the Trustee or such paying agent, as the case may be, is not
prohibited from paying such money to the Holders on that date pursuant to the
terms of the Indenture.
<PAGE>
                                                                              31


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

               SECTION 4.02. Maintenance of Offices or Agencies for Registration
of Transfer, Exchange and Payment of Debt Securities. The Company will maintain
in each Place of Payment for any series of Debt Securities, an office or agency
where Debt Securities of such series may be presented or surrendered for
payment, where Debt Securities of such series may be surrendered for transfer or
exchange and where notices and demands to or upon the Company in respect of the
Debt Securities of such series and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the corporate trust office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all
presentations, surrenders, notices and demands.

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

               SECTION 4.03. Appointment to Fill a Vacancy in the Office of
Trustee. The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 7.08, a
Trustee, so that there shall at all times be a Trustee hereunder with respect to
each series of Debt Securities.

               SECTION 4.04. Duties of Paying Agents, etc. (a) The Company shall
cause each paying agent, if any, other than the Trustee, to execute and deliver
to the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section 4.04,

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

            (ii) that it will give the Trustee notice of any failure by the
      Company (or by any other obligor on the Debt Securities of such series) to
      make any payment of the principal of and premium, if any, or interest on,
      the Debt Securities of such series when the same shall be due and payable;
      and
<PAGE>
                                                                              32



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

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

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

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

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

               SECTION 4.05. Statement by Officers as to Default. The Company
will deliver to the Trustee, on or before a date not more than four months after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate stating, as to each officer signing such certificate, that
(i) in the course of his performance of his duties as an officer of the Company
he would normally have knowledge of any Default, (ii) whether or not to the best
of his knowledge any Default occurred during such year and (iii) if to the best
of his knowledge the Company is in Default, specifying all such Defaults and
what action the Company is taking or proposes to take with respect thereto. The
Company hereby represents and warrants that its fiscal year ends on September
30th of each year, and hereby agrees to give advance written notice to the
Trustee of any change in its fiscal year. The Company also shall comply with
Section 314(a)(4) of the Trust Indenture Act.

               SECTION 4.06. Existence. Subject to Article X, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence.
<PAGE>
                                                                              33


               SECTION 4.07. Maintenance of Properties. The Company will cause
all properties used or useful in the conduct of its business to be maintained
and kept in good condition, repair and working order in all material respects
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on by the Company and its subsidiaries
may be properly and advantageously conducted at all times; provided, however,
that nothing in this Section shall prevent the Company or a Subsidiary from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, not materially detrimental to
the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and not disadvantageous in any material respect to the Holders.

               SECTION 4.08. Payment of Taxes and Other Claims. The Company will
pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Company or any Subsidiary, provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

                                   ARTICLE V

                           Holders' Lists and Reports
                         by the Company And the Trustee

               SECTION 5.01. Company to Furnish Trustee Information as to Names
and Addresses of Holders; Preservation of Information. The Company covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect
to the Registered Securities of each series:

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

               (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list as
of a date not more than 15 days prior to the time such list is furnished;

provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

               The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (1)
contained in
<PAGE>
                                                                              34


the most recent list furnished to it as provided in this Section 5.01 or (2)
received by it in the capacity of paying agent or Registrar (if so acting)
hereunder.

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

               SECTION 5.03. Reports by Company. (a) The Company shall comply
with TIA Section 314(a).

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

               Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to conclusively rely exclusively on Officers' Certificates).

               SECTION 5.04. Reports by Trustee. The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the time and in the
manner provided pursuant thereto.

               Reports pursuant to this Section 5.04 shall be transmitted by
mail:

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

               (2) except in the cases of reports under Section 313(b)(2) of the
      Trust Indenture Act, to each holder of a Debt Security of any series whose
      name and address appear in the information preserved at the time by the
      Trustee in accordance with Section 5.02.

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

<PAGE>
                                                                              35


            SECTION 5.05. Record Dates for Action by Holders. If the Company
shall solicit from the Holders of Debt Securities of any series any action
(including the making of any demand or request, the giving of any direction,
notice, consent or waiver or the taking of any other action), the Company may,
at its option, by resolution of the Board of Directors, fix in advance a record
date for the determination of Holders of Debt Securities entitled to take such
action, but the Company shall have no obligation to do so. Any such record date
shall be fixed at the Company's discretion. If such a record date is fixed, such
action may be sought or given before or after the record date, but only the
Holders of Debt Securities of record at the close of business on such record
date shall be deemed to be Holders of Debt Securities for the purpose of
determining whether Holders of the requisite proportion of Debt Securities of
such series Outstanding have authorized or agreed or consented to such action,
and for that purpose the Debt Securities of such series Outstanding shall be
computed as of such record date.

                                   ARTICLE VI

             Remedies of the Trustee and Holders in Event of Default

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

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

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

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

            (d) failure on the part of the Company to comply with Article X; or

            (e) failure on the part of the Company duly to observe or perform
any other of the covenants or agreements on the part of the Company in the Debt
Securities of that series, in this Indenture with respect to such series or in
any supplemental indenture with respect to such series (other than a covenant a
default in the performance of which is elsewhere in this Section specifically
dealt with), continuing for a period of 60 days after the date on which written
notice specifying such failure and requiring the Company to remedy the same
shall have been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
<PAGE>
                                                                              36


aggregate principal amount of the Debt Securities of that series at the time
Outstanding; or

            (f) the Company shall, pursuant to or within the meaning of any
Bankruptcy Law, (i) voluntarily commence any case, (ii) consent to the entry of
an order for relief against it in an involuntary case, (iii) apply for or
consent to the appointment of a receiver, trustee, custodian or similar official
for the Company or for a substantial part of its property, (iv) make a general
assignment for the benefit of creditors or (v) take any comparable action under
any foreign laws relating to insolvency; or

            (g) the entry of an order or decree under any Bankruptcy Law by a
court having competent jurisdiction for (i) relief in respect of the Company or
a substantial part of its property, (ii) the appointment of a receiver, trustee,
custodian or similar official for the Company or for a substantial part of its
property or (iii) the winding-up or liquidation of the Company; and such order
or decree shall continue unstayed and in effect for 60 consecutive days; or any
similar relief is granted under any foreign laws and the order or decree stays
in effect for 60 consecutive days; or

            (h) Indebtedness of the Company is not paid within any applicable
grace period after final maturity or is accelerated by the holders thereof
because of a default, the total amount of such Indebtedness unpaid or
accelerated exceeds $20,000,000 or its Dollar Equivalent at the time and such
default remains uncured or such acceleration is not rescinded for 15 days after
the date on which written notice specifying such failure and requiring the
Company to remedy the same shall have been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Debt Securities of
that series at the time Outstanding; or

            (i) any other Event of Default provided under the terms of the Debt
Securities of that series (pursuant to the applicable supplemental indenture or
Officers' Certificate establishing such terms, as provided in Section 2.03);

then and in each and every case that an Event of Default (other than an Event of
Default specified in Section 6.01(f) or (g)) with respect to Debt Securities of
that series at the time outstanding occurs and is continuing, unless the
principal of and interest on all the Debt Securities of that series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Debt Securities of that series
then Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by Holders), may declare the principal of (or, if the Debt
Securities of that series are original issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that
series), premium, if any, and accrued and unpaid interest on all the Debt
Securities of that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Debt Securities of that series contained to
the contrary notwithstanding. If an Event of Default specified in Section
6.01(f) or (g) occurs, the principal amount of (or, if the Debt Securities of
that series are original issue Discount Debt Securities, such portion of the
principal amount as
<PAGE>
                                                                              37


may be specified in the terms of that series), premium, if any, and accrued and
unpaid interest on all the Debt Securities of each series shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

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

            In case the Trustee or any Holder shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been discontinued
or abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee or such Holder, then and in
every such case the parties hereto shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the parties hereto shall continue as though no such proceeding had been taken.

            The foregoing Events of Default shall constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary or
involuntary or is 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.

            The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event which with the giving of notice and the lapse of time would become an
Event of Default under clause (d), (e), (f), (g), (h) or (i), its status and
what action the Company is taking or proposes to take with respect thereto.

            SECTION 6.02. Collection of Indebtedness by Trustee, etc. If an
Event of Default occurs and is continuing, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due
and unpaid or enforce the performance of any provision of the Debt Securities of
the affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon the Debt Securities
of such series (and collect in the manner provided by law out of the property of
the Company or any other obligor upon the Debt Securities of such series
wherever situated the moneys adjudged or decreed to be payable).

            In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon the Debt Securities
of any
<PAGE>
                                                                              38


series under any Bankruptcy Law, or in case a receiver, trustee or other similar
official shall have been appointed for a substantial part of its property, or in
case of any other similar judicial proceedings relative to the Company or any
other obligor upon the Debt Securities of any series, its creditors or a
substantial part of its property,

            (a) the Trustee, irrespective of whether the principal of Debt
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 6.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, (i) to
file and prove a claim or claims for the whole amount of principal, premium, if
any, and interest (or, if the Debt Securities of such series are Original Issue
Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of such series) owing and unpaid in respect of the Debt
Securities of such series, (ii) to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for reasonable compensation to the Trustee, its agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities Incurred, and all
advances made, by the Trustee except as a result of its negligence or willful
misconduct) and of the Holders thereof allowed in any such judicial proceedings
relative to the Company, or any other obligor upon the Debt Securities of such
series, its creditors or its property and (iii) to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute all amounts received with respect to the claims of such Holders and
of the Trustee on their behalf, and

            (b) any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of such Holders to make payments to
the Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to such Holders, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities
Incurred, and all advances made, by the Trustee except as a result of its
negligence or willful misconduct.

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

            In case of an Event of Default hereunder the Trustee may 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
<PAGE>
                                                                              39


exercise of any power granted in this Indenture, or to enforce any other legal
or equitable right vested in the Trustee by this Indenture or by law.

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

            First: To the payment of all money due the Trustee pursuant to
      Section 7.06 in connection with such series of Debt Securities in respect
      of which moneys or other property is collected;

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

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

            Fourth: The remainder, if any, shall be paid to the Company, its
      successors or assigns.

            The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 6.03. At least 15 days before such record
date, the
<PAGE>
                                                                              40


Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.

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

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

            SECTION 6.05. Remedies Cumulative; Delay or Omission in Exercise of
Rights Not a Waiver of Default. Except as provided in Section 6.04, all powers
and remedies given by this Article VI to the Trustee or to the Holders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any Default occurring and continuing as aforesaid, shall impair
any such right or power, or shall be construed to be a waiver of any such
Default or an acquiescence therein; and, subject to the provisions of Section
6.04, every power and remedy given by this Article VI or by law to the Trustee
<PAGE>
                                                                              41


or to the Holders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders.

            SECTION 6.06. Rights of Holders of Majority in Principal Amount of
Debt Securities to Direct Trustee and to Waive Default. The Holders of a
majority in aggregate principal amount of the Debt Securities of any series at
the time Outstanding shall have the right to direct the time, method, and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the Debt
Securities of such series; provided, however, that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture, and
that subject to the provisions of Section 7.01, the Trustee shall have the right
to decline to follow any such direction if the Trustee being advised by counsel
shall determine that the action so directed may not lawfully be taken, or if the
Trustee shall by a responsible officer or officers determine that the action so
directed would involve it in personal liability or would be unjustly prejudicial
to Holders of Debt Securities of such series not taking part in such direction;
and provided further, however, that nothing in this Indenture contained shall
impair the right of the Trustee to take any action deemed proper by the Trustee
and which is not inconsistent with such direction by such Holders. Prior to the
acceleration of the maturity of the Debt Securities of any series, as provided
in Section 6.01, the Holders of a majority in aggregate principal amount of the
Debt Securities of that series at the time Outstanding may on behalf of the
Holders of all the Debt Securities of that series waive any past Default or
Event of Default and its consequences for that series, except (i) a Default in
the payment of the principal of, and premium, if any, or interest on, any of the
Debt Securities and (ii) a Default in respect of a provision that under Section
9.02 cannot be amended without the consent of each Holder affected thereby. In
case of any such waiver, such Default shall cease to exist, any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture, and the Company, the Trustee and the Holders of the Debt Securities
of that series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.

            SECTION 6.07. Trustee to Give Notice of Defaults Known to It, but
May Withhold Such Notice in Certain Circumstances. The Trustee shall, within 90
days after the occurrence of a Default known to it with respect to a series of
Debt Securities give to the Holders thereof, in the manner provided in Section
13.03, notice of all Defaults with respect to such series known to the Trustee,
unless such Defaults shall have been cured or waived before the giving of such
notice; provided that, except in the case of Default in the payment of the
principal of, or premium, if any, or interest on, any of the Debt Securities of
such series or in the making of any sinking fund payment with respect to the
Debt Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a committee of directors or responsible officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
thereof.

            SECTION 6.08. Requirement of an Undertaking To Pay Costs in Certain
Suits under the Indenture or Against the Trustee. All parties to this Indenture
agree, and
<PAGE>
                                                                              42


each Holder of any Debt Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit in
the manner and to the extent provided in the Trust Indenture Act, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 6.08 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than ten percent in principal amount of the
Outstanding Debt Securities of that series or to any suit instituted by any
Holder for the enforcement of the payment of the principal of, or premium, if
any, or interest on, any Debt Security on or after the due date for such payment
expressed in such Debt Security.

                                   ARTICLE VII

                             Concerning the Trustee

            SECTION 7.01. Certain Duties and Responsibilities. The Trustee,
prior to the occurrence of an Event of Default and after the curing or waiving
of all Events of Default with respect to the Debt Securities of a series 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 has occurred (which has not been cured or waived) with respect
to the Debt Securities of a series and is known to the Trustee, the Trustee
shall exercise with respect to such series such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent Person would exercise or use under the circumstances in
the conduct of such Person's 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 willful misconduct, except that:

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

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

            (1) the duties and obligations of the Trustee with respect to Debt
      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 with respect to such
      series as are specifically set forth
<PAGE>
                                                                              43


      in this Indenture, and no implied covenants or obligations with respect to
      such series shall be read into this Indenture against the Trustee; and

            (2) in the absence of bad faith on the part of the Trustee, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or
      opinions furnished to the Trustee and conforming to the requirements of
      this Indenture; but in the case of any such certificates or opinions which
      by any provision hereof are specifically required to be furnished to the
      Trustee, the Trustee shall be under a duty to examine the same to
      determine whether or not they conform to the requirements of this
      Indenture (but need not confirm or investigate the accuracy of
      mathematical calculations or other facts stated therein);

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

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

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

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

            SECTION 7.02. Certain Rights of Trustee. Except as otherwise
provided in Section 7.01:

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

            (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Company Order (unless other evidence
in
<PAGE>
                                                                              44


respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the Secretary or an Assistant Secretary of the Company;

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

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

            (e) subject to Section 7.01, the Trustee shall not be liable for any
action taken or omitted by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;

            (f) prior to the occurrence of an Event of Default known to it and
after the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, approval or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it will be entitled to examine the
books, records, and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;

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

            (h) if any property other than cash shall at any time be subject to
a Lien in favor of the Holders, the Trustee, if and to the extent authorized by
a receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such Lien, may, but shall
not be obligated to, make advances for the purpose of preserving such property
or of discharging tax Liens or other prior Liens or encumbrances thereon;

            (i) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering, or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically
<PAGE>
                                                                              45


prescribed) may, in the absence of bad faith on its part, conclusively rely upon
an Officers' Certificate;

            (j) in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

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

            (l) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;

            (m) the Trustee shall not be liable for action taken or omitted to
be taken by it, with respect to any series of Debt Securities, in good faith and
in accordance with direction of the Holder or Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of such series relating to
the time, method and place of conducting any proceeding in the exercise of any
remedy available to the Trustee, or in otherwise exercising any trust or power
conferred upon the Trustee under this Indenture with respect to Debt Securities
of such series (or for following the direction of any lesser percentage of
Holders of the Outstanding Debt Securities with respect to any matter that the
terms of this Indenture expressly permit to be directed by such lesser
percentage);

            (n) any permissive right or power granted to the Trustee hereunder
shall not be construed to be a duty; and

            (o) the Trustee shall not be charged with notice or knowledge of any
Default or Event of Default, other than an Event of Default described in section
6.01(a), (b) or (c), unless and except to the extent such Default or Event of
Default is actually known to a Responsible Officer of the Trustee or written
notice thereof is received by the Trustee at its corporate trust office.

            SECTION 7.03. Trustee Not Liable for Recitals in Indenture or in
Debt Securities. The recitals contained herein and in the Debt Securities
(except the Trustee's certificate of authentication) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Debt Securities of any series, except
that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Debt Securities and perform its obligations
hereunder, and that the statements made by it or to be made by it in a Statement
of
<PAGE>
                                                                              46


Eligibility and Qualification on Form T-1 supplied to the Company are true and
accurate. The Trustee shall not be accountable for the use or application by the
Company of any of the Debt Securities or of the proceeds thereof.

            SECTION 7.04. Trustee, Paying Agent or Registrar May Own Debt
Securities. The Trustee or any paying agent or Registrar, in its individual or
any other capacity, may become the owner or pledgee of Debt Securities and
subject to the provisions of the Trust Indenture Act relating to conflicts of
interest and preferential claims may otherwise deal with the Company with the
same rights it would have if it were not Trustee, paying agent or Registrar.

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

            SECTION 7.06. Compensation and Reimbursement. The Company covenants
and agrees to pay in Dollars to the Trustee from time to time, such compensation
as the parties shall agree in writing from time to time for all services
rendered by it hereunder (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and, except as
otherwise expressly provided herein, the Company will pay or reimburse in
Dollars the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents, attorneys and counsel and of all
Persons not regularly in its employ) except any such expense, disbursement or
advances as may arise from its negligence, willful misconduct or bad faith. The
Company also covenants to indemnify in Dollars the Trustee for, and to hold it
harmless against, any loss, liability or expense, including taxes (other than
taxes based upon the Trustee's income), Incurred without negligence, willful
misconduct or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim (whether asserted by any Holder or any other Person (other
than the Company to the extent of any claim brought by it against the Trustee
that establishes a breach by the Trustee in the observance or performance of its
duties under this Indenture) or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. The Company
may elect to defend such claim and, in such case, the Trustee may have separate
counsel. The obligations of the Company under this Section 7.06 to compensate
and indemnify and hold harmless the Trustee and to pay or reimburse the Trustee
for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. The Company and the Holders agree that such additional
<PAGE>
                                                                              47


indebtedness shall be secured by a Lien prior to that of the Debt Securities
upon all property and funds held or collected by the Trustee, as such, except
funds held in trust for the payment of principal of, and premium, if any, or
interest on, particular Debt Securities.

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

            SECTION 7.07. Right of Trustee to Rely on an Officers' Certificate
Where No Other Evidence Specifically Prescribed. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

            SECTION 7.08. Separate Trustee; Replacement of Trustee. The Company
may, but need not, appoint a separate Trustee for any one or more series of Debt
Securities. The Trustee may resign with respect to one or more or all series of
Debt Securities at any time by giving notice to the Company. The Holders of a
majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:

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

            (2) the Trustee is adjudged bankrupt or insolvent;

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

            (4) the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns, is removed by the Company or by the Holders
of a majority in principal amount of the Debt Securities of a particular series
and such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor Trustee. No resignation or removal of the Trustee
and no appointment of a successor Trustee shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.08.
<PAGE>
                                                                              48


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

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

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

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

            In the case of the appointment hereunder of a separate or successor
trustee with respect to the Debt Securities of one or more series, the Company,
any retiring Trustee and each successor or separate Trustee with respect to the
Debt Securities of any applicable series shall execute and deliver an indenture
supplemental hereto (1) which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of any retiring Trustee with respect to the Debt Securities of any series as to
which any such retiring Trustee is not retiring shall continue to be vested in
such retiring Trustee and (2) that shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
separate, retiring or successor Trustee shall be Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee.

            SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee, provided
that such successor shall be eligible and qualified in accordance with Section
7.10.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of
<PAGE>
                                                                              49


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

            SECTION 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of Section 310(a) of the Trust Indenture Act.
The Trustee shall have a combined capital and surplus of at least $50,000,000,
as set forth in its most recent published annual report of condition. No obligor
upon the Debt Securities of a particular series or Person directly or indirectly
controlling, controlled by or under common control with such obligor shall serve
as Trustee upon the Debt Securities of such series. The Trustee shall comply
with Section 310(b) of the Trust Indenture Act; provided, however, that there
shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture
Act this Indenture or any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in Section
310(b)(1) of the Trust Indenture Act are met.

            SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who had resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

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

                                  ARTICLE VIII

                             Concerning the Holders

            SECTION 8.01. Evidence of Action by Holders. Whenever in this
Indenture it is provided that the Holders of a specified percentage in aggregate
principal amount of the Debt Securities of any or all series may take action
(including the making of any demand or request, the giving of any direction,
notice, consent or waiver or the taking of any other action) the fact that at
the time of taking any such action the Holders of such specified percentage have
joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by Holders in person or by agent or proxy
appointed in writing, (b) by the record of the Holders voting in favor thereof
at
<PAGE>
                                                                              50


any meeting of Holders duly called and held in accordance with the provisions of
Section 5.02 or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Holders.

            SECTION 8.02. Proof of Execution of Instruments and of Holding of
Debt Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.09,
proof of the execution of any instrument by a Holder or his agent or proxy shall
be sufficient if made in accordance with such reasonable rules and regulations
as may be prescribed by the Trustee or in such manner as shall be satisfactory
to the Trustee.

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

            SECTION 8.03. Who May Be Deemed Owner of Debt Securities. Prior to
due presentment for registration of transfer of any Registered Security, the
Company, the Trustee, any paying agent and any Registrar may deem and treat the
Person in whose name any Registered Security shall be registered upon the books
of the Company as the absolute owner of such Registered Security (whether or not
such Registered Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of or
on account of the principal of and premium, if any, and (subject to Section
2.03) interest on such Registered Security and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Registrar shall
be affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Registered Security.

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

            SECTION 8.04. Instruments Executed by Holders Bind Future Holders.
At any time prior to (but not after) the evidencing to the Trustee, as provided
in Section 8.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Debt Security. Except as aforesaid any such action taken
by the Holder of any Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Debt Security and of any
Debt Security issued upon transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities. Any action taken by the
Holders of the
<PAGE>
                                                                              51


percentage in aggregate principal amount of the Debt Securities of any series
specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee and the Holders of all the Debt Securities
of such series.

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

                                   ARTICLE IX

                             Supplemental Indentures

            SECTION 9.01. Purposes for Which Supplemental Indenture May Be
Entered into Without Consent of Holders. The Company, when authorized by a
resolution of the Board of Directors, and the Trustee may from time to time and
at any time, without the consent of Holders, enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof) for one or
more of the following purposes:

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

            (b) to surrender any right or power herein conferred upon the
Company, to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions for the protection of the Holders of all
or any series of Debt Securities (and if such covenants are to be for the
benefit of less than all series of Debt Securities, stating that such covenants
are expressly being included solely for the benefit of such series) as the Board
of Directors shall consider to be for the protection of the Holders of such Debt
Securities, and to make the occurrence, or the occurrence and continuance, of a
Default in any of such additional covenants, restrictions, conditions or
provisions a Default or an Event of Default permitting the enforcement of all or
any of the several remedies provided in this Indenture; provided, however, 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
<PAGE>
                                                                              52


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

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

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

            (e) to add to or change any of the provisions of this Indenture to
change or eliminate any restrictions on the payment of principal of, or premium,
if any, or interest on, Registered Securities; provided, that any such action
shall not adversely affect the interests of the Holders of Debt Securities of
any series in any material respect or permit or facilitate the issuance of Debt
Securities of any series in uncertificated form;

            (f) to comply with Article X;

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

            (h) to add Guarantees with respect to the Debt Securities or to
secure the Debt Securities;

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

            (j) to evidence and provide for the acceptance of appointment
hereunder by a successor or separate Trustee with respect to the Debt Securities
of one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee;
<PAGE>
                                                                              53


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

            (l) to make any change not otherwise prohibited under the Trust
Indenture Act that does not adversely affect the rights of any Holder of Debt
Securities of any series in any material respect.

            The Trustee is hereby authorized to join with the Company 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, obligations,
privileges or immunities under this Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section 9.01 may be executed by the Company and the Trustee without the consent
of the Holders of any of the Debt Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.02.

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

            After an amendment under this Section 9.01 becomes effective, the
Company shall mail to Holders of Debt Securities of each series affected thereby
a notice briefly describing such amendment. The failure to give such notice to
all such Holders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section 9.01.

            SECTION 9.02. Modification of Indenture with Consent of Holders of
Debt Securities. Without notice to any Holder but with the consent (evidenced as
provided in Section 8.01) of the Holders of not less than a majority in
aggregate principal amount of the outstanding Debt Securities of each series
affected by such supplemental indenture, the Company, when authorized by a
resolution of the Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the
date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Debt Securities of such series; provided, that no such
supplemental indenture, without the consent of the Holders of each Debt Security
so affected, shall (i) reduce the percentage in principal amount of Debt
Securities of any series whose Holders must consent to an amendment; (ii) reduce
the rate of or extend the time for payment of interest on any Debt Security;
(iii) reduce the principal of or extend the Stated Maturity of any Debt
Security;
<PAGE>
                                                                              54


(iv) reduce the premium payable upon the redemption of any Debt Security or
change the time at which any Debt Security may or shall be redeemed in
accordance with Article III; (v) make any Debt Security payable in Currency
other than that stated in the Debt Security; (vi) in the case of any Debt
Security subordinated pursuant to Article XII, make any change in Article XII
that adversely affects the rights of any Holder under Article XII; (vii) release
any security that may have been granted in respect of the Debt Securities; or
(viii) make any change in Section 6.06 or this Section 9.02.

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

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

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

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

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

            SECTION 9.03. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article IX,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall
<PAGE>
                                                                              55


be and be deemed to be part of the terms and conditions of this Indenture for
any and all purposes.

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

            SECTION 9.04. Debt Securities May Bear Notation of Changes by
Supplemental Indentures. Debt Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article IX may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. New Debt Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company, authenticated by the Trustee and
delivered in exchange for the Debt Securities of such series then outstanding.
Failure to make the appropriate notation or to issue a new Debt Security of such
series shall not affect the validity of such amendment.

            SECTION 9.05. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Debt Securities unless such consideration
is offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                    ARTICLE X

                    Consolidation, Merger, Sale or Conveyance

            SECTION 10.01. Consolidations and Mergers of the Company. The
Company shall not consolidate with or merge with or into any Person, in a
transaction in which it is not the surviving Corporation, or convey, transfer,
lease or dispose of all or substantially all its assets to any successor Person,
unless: (i) the resulting, surviving or transferee Person if other than the
Company (the "Successor Company") shall be a corporation organized and existing
under the laws of the United States, any State thereof or the District of
Columbia and the Successor Company shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, all the obligations of the Company under the Debt Securities
according to their tenor, and this Indenture; (ii) immediately after giving
effect to such transaction (and treating any Indebtedness which becomes an
obligation of the Successor Company or any Subsidiary of the Company as a result
of such transaction as having been Incurred by the Successor Company or such
Subsidiary at the time of such transaction), no Default or Event of Default
would occur or be continuing; and (iii) the Company shall have
<PAGE>
                                                                              56


delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental
indenture (if any) comply with this Indenture.

            SECTION 10.02. Rights and Duties of Successor Corporation. In case
of any consolidation or merger, or conveyance or transfer of the assets of the
Company as an entirety or virtually as an entirety in accordance with Section
10.01, the Successor Company shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party of the
first part, and the predecessor corporation shall be relieved of any further
obligation under the Indenture and the Debt Securities. The Successor Company
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all the Debt Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of the Successor Company, instead of the Company,
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Debt Securities
which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Debt Securities which the
Successor Company thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Debt Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Debt
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all such Debt Securities had been issued at the date of the
execution hereof.

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

                                   ARTICLE XI

                    Satisfaction and Discharge of Indenture;
                          Defeasance; Unclaimed Moneys

            SECTION 11.01. Applicability of Article. If, pursuant to Section
2.03, provision is made for the defeasance of Debt Securities of a series, then
the provisions of this Article XI relating to defeasance of Debt Securities
shall be applicable except as otherwise specified pursuant to Section 2.03 for
Debt Securities of such series.

            SECTION 11.02. Satisfaction and Discharge of Indenture; Defeasance.
(a) If at any time (i) the Company shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than (1) any Debt Securities of such series which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09 and (2) Debt Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company as
provided in Section 11.05) or (ii) all Debt Securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable,
<PAGE>
                                                                              57


or are by their terms to become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and the Company shall deposit
with the Trustee as trust funds the entire amount in the Currency in which such
Debt Securities are denominated (except as otherwise provided pursuant to
Section 2.03) sufficient to pay at maturity or upon redemption all Debt
Securities of such series not theretofore delivered to the Trustee for
cancellation, including principal and premium, if any, and interest due or to
become due on such date of maturity or redemption date, as the case may be, and
if in either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of such Debt Securities herein expressly provided for and rights to
receive payments of principal of, and premium, if any, and interest on, such
Debt Securities and the Company's right of optional redemption, if any) with
respect to the Debt Securities of such series, and the Trustee, on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.

            (b) In addition to the rights of the Company pursuant to Section
11.02(a), but subject to Sections 11.02(c), 11.03 and 11.07, the Company at any
time may terminate, with respect to Debt Securities of a particular series, (i)
all its obligations under the Debt Securities of such series and this Indenture
with respect to the Debt Securities of such series ("legal defeasance option")
or (ii) its obligations with respect to the Debt Securities of such series under
Section 10.01 and the related operation of Section 6.01(d) and the operation of
Sections 6.01(e) ("covenant defeasance option"). The Company may exercise its
legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option.

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

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

            (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.08, 11.06 and
11.07 shall survive until the Debt Securities of the defeased series have been
paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.06 and
11.07 shall survive.

            SECTION 11.03. Conditions of Defeasance. The Company may exercise
its legal defeasance option or its covenant defeasance option with respect to
Debt Securities of a particular series only if:
<PAGE>
                                                                              58


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

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

            (3) 123 days pass after the deposit is made and during the 123-day
      period no Default specified in Section 6.01(f) or (g) with respect to the
      Company occurs which is continuing at the end of the period;

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

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

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

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

            (8) the Company delivers to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that all conditions precedent to the
      defeasance
<PAGE>
                                                                              59


      and discharge of the Debt Securities of such series as contemplated by
      this Article XI have been complied with.

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

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

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

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

            SECTION 11.06. Indemnity for U.S. Government Obligations. The
Company shall pay and shall indemnify the Trustee and the Holders against any
tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or the principal and interest received on such U.S.
Government Obligations.

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

                                   ARTICLE XII

                        Subordination of Debt Securities

            SECTION 12.01. Applicability of Article; Agreement To Subordinate.
The provisions of this Article XII shall be applicable to the Debt Securities of
any series (Debt Securities of such series referred to in this Article XII as
"Subordinated Debt
<PAGE>
                                                                              60


Securities") designated, pursuant to Section 2.03, as subordinated to Senior
Indebtedness. Each Holder by accepting a Subordinated Debt Security agrees that
the Indebtedness evidenced by such Subordinated Debt Security is subordinated in
right of payment, to the extent and in the manner provided in this Article XII,
to the prior payment of all Senior Indebtedness and that the subordination is
for the benefit of and enforceable by the holders of Senior Indebtedness. All
provisions of this Article XII shall be subject to Section 12.12.

            SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or a substantial part of its property:

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

            (2) until the Senior Indebtedness is paid in full, any distribution
      to which Holders of Subordinated Debt Securities would be entitled but for
      this Article XII shall be made to holders of Senior Indebtedness as their
      interests may appear, except that such Holders may receive shares of stock
      and any debt securities that are subordinated to Senior Indebtedness to at
      least the same extent as the Subordinated Debt Securities.

            SECTION 12.03. Default on Senior Indebtedness. The Company may not
pay the principal of, or premium, if any, or interest on, the Subordinated Debt
Securities or make any deposit pursuant to Article XI and may not repurchase,
redeem or otherwise retire (except, in the case of Subordinated Debt Securities
that provide for a mandatory sinking fund pursuant to Section 3.04, by the
delivery of Subordinated Debt Securities by the Company to the Trustee pursuant
to the first paragraph of Section 3.05) any Debt Securities (collectively, "pay
the Subordinated Debt Securities") if (i) any principal, premium or interest in
respect of Senior Indebtedness is not paid within any applicable grace period
(including at maturity) or (ii) any other default on Senior Indebtedness occurs
and the maturity of such Senior Indebtedness is accelerated in accordance with
its terms unless, in either case, (x) the default has been cured or waived and
any such acceleration has been rescinded or (y) such Senior Indebtedness has
been paid in full in cash; provided, however, that the Company may pay the
Subordinated Debt Securities without regard to the foregoing if the Company and
the Trustee receive written notice approving such payment from the
Representative of each issue of Designated Senior Indebtedness. During the
continuance of any default (other than a default described in clause (i) or (ii)
of the preceding sentence) with respect to any Designated Senior Indebtedness
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration)
<PAGE>
                                                                              61


or the expiration of any applicable grace periods, the Company may not pay the
Subordinated Debt Securities for a period (a "Payment Blockage Period")
commencing upon the receipt by the Company and the Trustee of written notice of
such default from the Representative of any Designated Senior Indebtedness
specifying an election to effect a Payment Blockage Period (a "Blockage Notice")
and ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (i) by written notice to the Trustee and the Company from the Person
or Persons who gave such Blockage Notice, (ii) by repayment in full in cash of
such Designated Senior Indebtedness or (iii) because the default giving rise to
such Blockage Notice is no longer continuing). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in the first sentence of this Section 12.03), unless the holders of
such Designated Senior Indebtedness or the Representative of such holders shall
have accelerated the maturity of such Designated Senior Indebtedness, the
Company may resume payments on the Subordinated Debt Securities after such
Payment Blockage Period. Not more than one Blockage Notice may be given in any
consecutive 360-day period, irrespective of the number of defaults with respect
to any number of issues of Senior Indebtedness during such period. For purposes
of this Section 12.03, no default or event of default which existed or was
continuing on the date of the commencement of any Payment Blockage Period with
respect to the Senior Indebtedness initiating such Payment Blockage Period shall
be, or be made, the basis of the commencement of a subsequent Payment Blockage
Period by the Representative of such Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

            SECTION 12.04. Acceleration of Payment of Debt Securities. If
payment of the Subordinated Debt Securities is accelerated because of an Event
of Default, the Company or the Trustee shall promptly notify the holders of the
Designated Senior Indebtedness (or their Representatives) of the acceleration.

            SECTION 12.05. When Distribution Must Be Paid Over. If a
distribution is made to Holders of Subordinated Debt Securities that because of
this Article XII should not have been made to them, the Holders who receive such
distribution shall hold it in trust for holders of Senior Indebtedness and pay
it over to them as their interests may appear.

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

            SECTION 12.07. Relative Rights. This Article XII defines the
relative rights of Holders of Subordinated Debt Securities and holders of Senior
Indebtedness. Nothing in this Indenture shall:
<PAGE>
                                                                              62


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

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

            SECTION 12.08. Subordination May Not Be Impaired by Company. No
right of any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Subordinated Debt Securities shall be impaired by
any act or failure to act by the Company or by its failure to comply with this
Indenture.

            SECTION 12.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 12.03, the Trustee or any paying agent may continue to make payments on
Subordinated Debt Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two business days prior to the date of such payment, a Responsible
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article XII. The Company, the Registrar, any paying agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided,
however, that, if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice.

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

            SECTION 12.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative (if
any).

            SECTION 12.11. Article XII Not to Prevent Defaults or Limit Right to
Accelerate. The failure to make a payment pursuant to the Debt Securities by
reason of any provision in this Article XII shall not be construed as preventing
the occurrence of a Default. Nothing in this Article XII shall have any effect
on the right of the Holders or the Trustee to accelerate the maturity of either
the Subordinated Debt Securities or the Debt Securities, as the case may be.
<PAGE>
                                                                              63


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

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

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

            SECTION 12.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Holders of Subordinated Debt
Securities or the Company or any other Person, money or assets to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article XII
or otherwise.

            SECTION 12.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Holder by accepting a Subordinated Debt Security
<PAGE>
                                                                              64


acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Subordinated Debt Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

                                  ARTICLE XIII

                            Miscellaneous Provisions

            SECTION 13.01. Successors and Assigns of Company Bound by Indenture.
All the covenant's stipulations, promises and agreements in this Indenture
contained by or in behalf of the Company or the Trustee shall bind its
successors and assigns, whether so expressed or not.

            SECTION 13.02. Acts of Board, Committee or Officer of Successor
Company Valid. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any Successor Company.

            SECTION 13.03. Required Notices or Demands. Except as otherwise
expressly provided in this Indenture, 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 to or on the Company may be given or served by
facsimile, or by overnight courier or by being deposited postage prepaid in a
post office letter box in the United States, in each case addressed (until
another address is filed by the Company with the Trustee) as follows:

            Brooks Automation, Inc.
            15 Elizabeth Drive
            Chelmsford, Massachusetts 01824
            Attention:  Treasurer
            Facsimile:  (978) 262-2502

            with a copy to:

            Brown Rudnick Berlack Israels LLP
            One Financial Center
            Boston, Massachusetts 02111
            Attention:  Samuel P. Williams, Esq.
            Facsimile:  (617) 856-8201

            Except as otherwise expressly provided in this Indenture, any
notice, direction, request or demand by the Company or by any Holder to or upon
the Trustee
<PAGE>
                                                                              65


may be given or made, for all purposes, by facsimile, or by overnight courier or
by being mailed, postage prepaid, in the United States, in each case addressed
to:

                        U.S. Bank National Association
                        Corporate Trust Services
                        One Federal Street, 3rd Floor
                        Boston MA 02110
                        Facsimile: (617) 603-6683
                        Attention: Chi Ma, Vice President

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

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

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

            Failure to mail a notice or communication to a Holder or any defect
in it or any defect in any notice by publication as to a Holder shall not affect
the sufficiency of such notice with respect to other Holders. If a notice or
communication to a Holder is mailed or published in the manner provided above,
it is conclusively presumed duly given. Any notice to the Trustee shall not be
deemed to have been given to or received by the Trustee unless and until
personally received by the Trustee at the address provided in this Section
13.03.

            SECTION 13.04. Indenture and Debt Securities to Be Construed in
Accordance with the Laws of the State of New York. This Indenture and each Debt
Security shall be deemed to be New York contracts, and for all purposes shall be
construed in accordance with the laws of said State.

            SECTION 13.05. Officers' Certificate and Opinion of Counsel to Be
Furnished upon Application or Demand by the Company. Upon any application or
demand by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is
<PAGE>
                                                                              66


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 (1) a statement that the Person
making such certificate or opinion has read such covenant or condition, (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (3) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

            SECTION 13.06. Payments Due on Legal Holidays. In any case where the
date of maturity of interest on or principal of and premium, if any, on the Debt
Securities of a series or the date fixed for redemption or repayment of any Debt
Security or the making of any sinking fund payment shall not be a business day
at any Place of Payment for the Debt Securities of such series, then payment of
interest or principal and premium, if any, or the making of such sinking fund
payment need not be made on such date at such Place of Payment, but may be made
on the next succeeding business day at such Place of Payment with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date. If a record date is
not a business day, the record date shall not be affected.

            SECTION 13.07. Provisions Required by Trust Indenture Act to
Control. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 318,
inclusive, of the Trust Indenture Act, such required provision shall control.

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

            SECTION 13.09. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and any paying agent may make reasonable rules for their functions.

            SECTION 13.10. No Recourse Against Others. An incorporator or any
past, present or future director, officer, employee or stockholder, as such, of
the Company shall not have any liability for any obligations of the Company
under the Debt Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Debt Security, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the Debt
Securities.
<PAGE>
                                                                              67


            SECTION 13.11. Severability. In case any provision in this
Indenture, the Debt Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            SECTION 13.12. Effect of Headings. The article and section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.

            SECTION 13.13. Indenture May Be Executed in Counterparts. This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

            The Trustee hereby accepts the trusts in this Indenture upon the
terms and conditions herein set forth.
<PAGE>
                                                                              68


            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly signed as of the date first written above.

                                       BROOKS AUTOMATION, INC.


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


                                       U.S. BANK NATIONAL ASSOCIATION

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