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                                                                    Exhibit 4(c)

                        NEW YORK COMMUNITY BANCORP, INC.

                                       and

                            WILMINGTON TRUST COMPANY

                                    INDENTURE

                                Dated as of (.), (.)

                          SUBORDINATED DEBT SECURITIES

<PAGE>

                        NEW YORK COMMUNITY BANCORP, INC.
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED
                                 AS OF (.), (.)

                                                       INDENTURE
TRUST INDENTUREACT SECTION                              SECTION
--------------------------                             -----------------------
   3.10(a)(1)                                          8.09
   3.10(a)(2)                                          8.09
   3.10(a)(3)                                          N/A
   3.10(a)(4)                                          N/A
   3.10(a)(5)                                          8.09
   3.10(b)                                             8.08
   3.10(c)                                             N/A
   3.11(a)                                             8.13(i)
   3.11(b)                                             8.13(ii)
   3.11(b)(2)                                          6.03(i)(b)
   3.11                                                6.03(iii)
   3.12(a)                                             6.01
   3.12(b)                                             6.02(i)
   3.12(c)                                             6.02(ii)
   3.13(a)                                             6.03(i)
   3.13(b)                                             6.03(ii)
   3.13(c)                                             6.03(i), (ii) and (iii)
   3.13(d)                                             6.03(iii)
   3.14(a)(1), (2) and (3)                             6.04
   3.14(a)(4)                                          5.10
   3.14(b)                                             N/A
   3.14(c)(1)                                          1.02
   3.14(c)(2)                                          1.02
   3.14(c)(3)                                          N/A
   3.14(d)                                             N/A
   3.14(e)                                             1.02
   3.14(f)                                             N/A
   3.15(a)                                             8.01(i)
   3.15(b)                                             8.02
   3.15(c)                                             8.01(ii)
   3.15(d)                                             8.01(iii)
   3.15(d)(1)                                          8.01(iii)(a)
   3.15(d)(2)                                          8.01(iii)(b)
   3.15(d)(3)                                          8.10(iii)(c)
   3.15(e)                                             7.14
   3.16(a)                                             1.01
   3.16(a)(1)(A)                                       7.13
   3.16(a)(1)(B)                                       7.13
   3.16(a)(2)                                          N/A
   3.16(b)                                             7.08
   3.16(c)                                             1.04
   3.17(a)(1)                                          7.03
   3.17(a)(2)                                          7.04
   3.17(b)                                             5.03
   3.18(a)                                             1.08

THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE PART OF
THE INDENTURE.

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Table of Contents
<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                       <C>
ARTICLE I - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
   SECTION 1.01.  Definitions..............................................................1
   SECTION 1.02.  Compliance Certificates and Opinions....................................11
   SECTION 1.03.  Form of Documents Delivered to Trustee..................................12
   SECTION 1.04.  Acts of Securityholders.................................................12
   SECTION 1.05.  Notices, etc., to Trustee and Company...................................14
   SECTION 1.06.  Notices to Securityholders; Waiver......................................15
   SECTION 1.07.  Language of Notices, Etc................................................16
   SECTION 1.08.  Conflict with Trust Indenture Act.......................................16
   SECTION 1.09.  Effect of Headings and Table of Contents................................16
   SECTION 1.10.  Successors and Assigns..................................................16
   SECTION 1.11.  Separability Clause.....................................................16
   SECTION 1.12.  Benefits of Indenture...................................................16
   SECTION 1.13.  Legal Holidays..........................................................17
   SECTION 1.14.  Governing Law...........................................................17
   SECTION 1.15.  Judgment Currency; Payment to be in Proper Currency.....................17
   SECTION 1.16.  Moneys of Different Currencies to be Segregated.........................18

ARTICLE II - SECURITY FORMS
   SECTION 2.01.  Forms Generally.........................................................18
   SECTION 2.02.  Form of Securities......................................................19
   SECTION 2.03.  Form of Trustee's Certificate of Authentication.........................19

ARTICLE III - THE SECURITIES
   SECTION 3.01.  Title and Terms.........................................................20
   SECTION 3.02.  Denominations...........................................................23
   SECTION 3.03.  Execution, Authentication, Delivery and Dating..........................23
   SECTION 3.04.  Temporary Securities....................................................25
   SECTION 3.05.  Registration, Registration of Transfer and Exchange.....................27
   SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities........................29
   SECTION 3.07.  Payment of Interest; Interest Rights Preserved..........................30
   SECTION 3.08.  Persons Deemed Owners...................................................32
   SECTION 3.09.  Cancellation............................................................32
   SECTION 3.10.  Computation of Interest.................................................33
   SECTION 3.11.  Forms of Certification..................................................33
   SECTION 3.12.  Payment in Currencies...................................................33
   SECTION 3.13.  CUSIP Numbers...........................................................35

ARTICLE IV - REDEMPTION OF SECURITIES
   SECTION 4.01.  Applicability of Article................................................36
   SECTION 4.02.  Election to Redeem; Notice to Trustee...................................36
   SECTION 4.03.  Selection by Trustee of Securities to be Redeemed.......................36
   SECTION 4.04.  Notice of Redemption....................................................37
</TABLE>

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<TABLE>
<S>                                                                                       <C>
   SECTION 4.05.  Deposit of Redemption Price.............................................37
   SECTION 4.06.  Securities Payable on Redemption Date...................................38
   SECTION 4.07.  Securities Redeemed in Part.............................................38
   SECTION 4.08.  Redemption Suspended During Event of Default............................39

ARTICLE V - COVENANTS
   SECTION 5.01.  Payment of Principal, Premium, if any, the Maturity Consideration
                     and Interest.........................................................39
   SECTION 5.02.  Maintenance of Office or Agency.........................................39
   SECTION 5.03.  Money or Other Property for Security Payments and Deliveries to be
                     Held in Trust........................................................41
   SECTION 5.04.  Additional Amounts......................................................42
   SECTION 5.05.  Corporate Existence.....................................................43
   SECTION 5.06.  Maintenance of Properties...............................................43
   SECTION 5.07.  Payment of Taxes and Other Claims.......................................44
   SECTION 5.08.  Statement as to Compliance..............................................44
   SECTION 5.09.  Waiver of Certain Covenants.............................................45
   SECTION 5.10.  Calculation of Original Issue Discount..................................45
   SECTION 5.11.  Statement by Officers as to Default.....................................45

ARTICLE VI - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
   SECTION 6.01.  Company to Furnish Trustee Names and Addresses of Holders...............45
   SECTION 6.02.  Preservation of Information; Communications to Holders..................46
   SECTION 6.03.  Reports by Trustee......................................................47
   SECTION 6.04.  Reports by the Company..................................................48

ARTICLE VII - REMEDIES
   SECTION 7.01.  Events of Default.......................................................48
   SECTION 7.02.  Acceleration of Maturity; Rescission and Annulment......................49
   SECTION 7.03.  Collection of Indebtedness and Suits for Enforcement by Trustee.........50
   SECTION 7.04.  Trustee May File Proofs of Claim........................................51
   SECTION 7.05.  Trustee May Enforce Claims Without Possession of Securities.............52
   SECTION 7.06.  Application of Money or Other Property Collected........................52
   SECTION 7.07.  Limitation on Suits.....................................................53
   SECTION 7.08.  Unconditional Right of Securityholders to Receive Principal, Premium,
                     Maturity Consideration and Interest..................................54
   SECTION 7.09.  Restoration of Rights and Remedies......................................55
   SECTION 7.10.  Rights and Remedies Cumulative..........................................55
   SECTION 7.11.  Delay or Omission Not Waiver............................................55
   SECTION 7.12.  Control by Securityholders..............................................55
   SECTION 7.13.  Waiver of Past Defaults.................................................56
   SECTION 7.14.  Undertaking for Costs...................................................56
   SECTION 7.15.  Waiver of Stay or Extension Laws........................................57
</TABLE>

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<TABLE>
<S>                                                                                       <C>
ARTICLE VIII - THE TRUSTEE
   SECTION 8.01.  Certain Duties and Responsibilities.....................................57
   SECTION 8.02.  Notice of Default.......................................................58
   SECTION 8.03.  Certain Rights of Trustee...............................................59
   SECTION 8.04.  Not Responsible for Recitals or Issuance of Securities..................60
   SECTION 8.05.  May Hold Securities.....................................................60
   SECTION 8.06.  Money or Other Property Held in Trust...................................61
   SECTION 8.07.  Compensation and Reimbursement..........................................61
   SECTION 8.08.  Disqualification; Conflicting Interests.................................62
   SECTION 8.09.  Corporate Trustee Required; Eligibility.................................62
   SECTION 8.10.  Resignation and Removal; Appointment of Successor.......................63
   SECTION 8.11.  Acceptance of Appointment by Successor..................................65
   SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business of
                     Trustee..............................................................66
   SECTION 8.13.  Preferential Collection of Claims against Company.......................66
   SECTION 8.14.  Appointment of Authenticating Agent.....................................66

ARTICLE IX - SUPPLEMENTAL INDENTURES
   SECTION 9.01.  Supplemental Indentures Without Consent of Securityholders..............69
   SECTION 9.02.  Supplemental Indentures With Consent of Securityholders.................70
   SECTION 9.03.  Execution of Supplemental Indentures....................................71
   SECTION 9.04.  Effect of Supplemental Indentures.......................................72
   SECTION 9.06.  Reference in Securities to Supplemental Indentures......................72

ARTICLE X - CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
   SECTION 10.01. Company May Consolidate, etc., Only on Certain Terms....................72
   SECTION 10.02. Successor Corporation Substituted.......................................73

ARTICLE XI - SATISFACTION AND DISCHARGE
   SECTION 11.01. Satisfaction and Discharge of Indenture.................................74
   SECTION 11.02. Application of Trust Money or Property..................................75

ARTICLE XII - IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
   SECTION 12.01. Exemption from Individual Liability.....................................76

ARTICLE XIII - SINKING FUNDS
   SECTION 13.01. Applicability of Article................................................76
   SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities...................77
   SECTION 13.03. Redemption of Securities for Sinking Fund...............................77

ARTICLE XIV - SUBORDINATION
   SECTION 14.01. Agreement to Subordinate................................................77
   SECTION 14.02. Distribution on Dissolution, Liquidation and Reorganization;
</TABLE>

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<TABLE>
<S>                                                                                       <C>
                     Subrogation of Securities............................................78
   SECTION 14.03. Payments on Securities Prohibited During Event of Default Under
                     Senior Indebtedness..................................................81
   SECTION 14.04. Reserved................................................................81
   SECTION 14.05. Authorization of Holders to Trustee to Effect Subordination.............81
   SECTION 14.06. Notice to Trustee.......................................................81
   SECTION 14.07. Right of Trustee to Hold Senior Indebtedness............................82
   SECTION 14.08. Article Fourteen Not to Prevent Defaults or Events of Default...........82
   SECTION 14.09. Trustee Compensation, Etc. Not Prejudiced...............................82

ARTICLE XV - MISCELLANEOUS
   SECTION 15.01. Counterparts............................................................82
</TABLE>

EXHIBIT A   Form of Certificate to be Given by Person Entitled to Receive Bearer
            Note Certificate
EXHIBIT B   Form of Certificate to be Given by Euroclear and Clearstream in
            Connection with the Exchange of a Portion of a Temporary Global Note
            Certificate
EXHIBIT C   Form of Certificate to be Given by Euroclear and Clearstream to
            Obtain Interest Prior to an Exchange Date Certificate
EXHIBIT D   Form of Certificate to be Given by Beneficial Owners to Obtain
            Interest Prior to an Exchange Date Certificate

<PAGE>

     THIS INDENTURE is dated as of (.) between NEW YORK COMMUNITY BANCORP, INC.,
a corporation duly organized and existing under the laws of the State of
Delaware (hereinafter called the "Company"), having its principal executive
office at 615 Merrick Avenue, Westbury, New York 11590 and Wilmington Trust
Company, a Delaware banking corporation, as trustee (hereinafter called the
"Trustee"), having its principal corporate trust office located in Wilmington,
Delaware.

     RECITALS OF THE COMPANY

     The Company deems it necessary from time to time to issue its unsecured
subordinated debentures, notes or other evidence of indebtedness to be issued in
one or more series (hereinafter called the "Securities") as hereinafter set
forth, and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture;

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed by the Company and
by the Trustee, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof, as follows:

                                   ARTICLE I
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. Definitions.

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

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

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

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

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

<PAGE>

     Certain terms, used principally in Article Eight, are defined in that
Article.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

     "Authenticating Agent" means any Person authorized to act on behalf of the
Trustee to authenticate Securities pursuant to Section 8.14.

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

     "Authorized Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, any Vice Chairman of the Board, the Chief Financial
Officer, any Vice President, the Treasurer, the Secretary, the Comptroller, any
Assistant Comptroller, any Assistant Treasurer or any Assistant Secretary of the
Company.

     "Bank" means (i) any institution organized under the laws of the United
States, any State of the United States, the District of Columbia, any territory
of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands
which (a) accepts deposits that the depositor has a legal right to withdraw on
demand, and (b) engages in the business of making commercial loans and (ii) any
trust company organized under any of the foregoing laws.

     "Bearer Security" means any Security in the form established pursuant to
Section 2.02 which is payable to bearer.

     "Board of Directors" means either the board of directors of the Company,
any duly authorized committee of that board, the Chairman, any Vice Chairman,
the President or any Vice President of the Company duly authorized by the Board
of Directors of the Company to take a specified action or make a specified
determination.

                                       2

<PAGE>

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors of the Company and to be in full force and effect on the date of
such certification, and delivered to the appropriate Trustee.

     "Business Day" means any day other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or obligated by law or regulation to close in The City of New York or any day
other than a day on which the Corporate Trust Office of the Trustee is closed
for business or (i) with respect to Securities denominated in a Foreign
Currency, in the city specified in the Board Resolution pursuant to Section 3.01
or (ii) with respect to Securities which will bear interest based on a specified
percentage of London interbank offered quotations, a day which is also a day on
which banks in London, England are open for business (including dealings in
foreign exchange and foreign currency deposits).

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

     "Common Depository" has the meaning specified in Section 3.04.

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

     "Company Request" or "Company Order" mean, respectively, a written request
or order signed in the name of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, a Vice Chairman, its Chief Financial
Officer or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Comptroller, an Assistant Comptroller, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

     "Components", with respect to a composite currency means the currency
amounts that are components of such composite currency on the conversion date
with respect to such composite currency. After such conversion date if the
official unit of any component currency is altered by way of combination or
subdivision, the number of units of such currency in the Component shall be
proportionately divided or multiplied. After such conversion date if two or more
component currencies are consolidated into a single currency, the amounts of
those currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amounts of such consolidated component
currencies expressed in such single currency, and such amount shall thereafter
be a Component. If after such conversion date any component currency shall be
divided into two or more currencies, the amount of such currency as a Component
shall be replaced by amounts of such two or more currencies, each of which

                                       3

<PAGE>

shall be equal to the amount of such former component currency divided by the
number of currencies into which such component currency was divided, and such
amounts shall thereafter be Components.

     "Corporate Trust Office" means the corporate trust office of the Trustee
located in The City of Wilmington, at which at any particular time its corporate
trust business shall be principally administered, which office, at the date of
the execution of this Agreement, is located at 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

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

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

     "Default" has the meaning specified in Section 7.07.

     "Defaulted Interest" has the meaning specified in Section 3.07.

     "Euro" means the single currency of participating member states which was
introduced on January 1, 1999 at the commencement of the third stage of European
economic and monetary union pursuant to the Treaty establishing the European
Community as amended by the Treaty on European Union (and references during the
transitional period following the introduction of the Euro on January 1, 1999 up
to the end of the transitional period on December 31, 2001 to "Deutsche marks"
or "DM" and to "French francs" or "FFR" refer, in each case to the national
currency units of, respectively, Germany and France (being non-decimal
denominations of the Euro)).

     "Event of Default" has the meaning specified in Section 7.01.

     "Exchange Date" has the meaning specified in Section 3.04.

     "Exchange Rate" means (a) if pursuant to Section 3.12(i) payment is to be
made in U.S. dollars with respect to a Security denominated in a Foreign
Currency, the highest firm bid quotation for U.S. dollars received by the
Exchange Rate Agent at approximately 11:00 A.M., New York City time on the
second Business Day preceding the applicable payment date (or, if no such rates
are quoted on such date, the last date on which such rates were quoted), from
three recognized foreign exchange dealers in The City of New York selected by
the Exchange Rate Agent and approved by the Company (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on
such payment date, of the aggregate amount of the Foreign Currency payable on
such payment date in respect of all Securities denominated in such Foreign
Currency and (b) if an Exchange Rate is to be computed for purposes of any
provisions other than Section 3.l2(i), the rate determined pursuant to the
foregoing clause (a) on such date and at such time as may be specified in the
relevant provision.

                                       4

<PAGE>

     In the case of clause (a) above, if no such bid quotations are available,
payments pursuant to Section 3.12(i) will be made in the applicable Foreign
Currency, unless such Foreign Currency is unavailable due to the imposition of
exchange controls (or, in the case of a composite currency, such currency ceases
to be used for the purposes for which it was established as provided in Section
3.12(iv)(b)) or other circumstances beyond the control of the Company, in which
case the Company will be entitled to make payments in U.S. dollars on the basis
of the Market Exchange Rate for such Foreign Currency.

     If for any reason any of the foregoing rates are not available with respect
to one or more Foreign Currencies for which an Exchange Rate is required, the
Company shall use the most recently available quotation of the Federal Reserve
Bank of New York, or quotations from one or more commercial banks in The City of
New York or in the country of issue of the Foreign Currency in question, or such
other quotations as the Company, in each case, shall deem appropriate; provided,
however, that if there is more than one market for dealing in any Foreign
Currency by reason of foreign exchange regulations or otherwise, the market to
be used for such quotations shall be the largest market upon which a nonresident
issuer of securities designated in such Foreign Currency would purchase such
Foreign Currency in order to make payments in respect of such securities.

     "Exchange Rate Agent" means the New York clearing house bank designated by
the Company to act as such for any series of Securities for that series (with
notice to the Trustee for that series), or any successor thereto, and may be the
Trustee for that series.

     "Exchange Rate Officer's Certificate," with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of
Securities, means a certificate signed by an officer of the Exchange Rate Agent
and delivered to the Company and to the Trustee, setting forth (i) the
applicable Market Exchange Rate or Exchange Rate and (ii) the U.S. dollar or
Foreign Currency amount of principal (and premium, if any) and interest payable
with respect to a Security of any series on the basis of the Market Exchange
Rate or Exchange Rate, as the case may be (on an aggregate basis and on the
basis of a Security having the lowest denomination principal amount pursuant to
Section 3.02 in the relevant currency).

     "Foreign Currency" means a currency issued by the government of any country
(other than a currency of the United States of America) or any composite
currency based on the aggregate value of currencies of any group of countries.

     "Holder," when used with respect to any Security, means a Securityholder.

     "Indenture" means with respect to each series of Securities for which a
Person is acting as Trustee, this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities for which such
Person is Trustee established as contemplated by Section 3.01 exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which

                                       5

<PAGE>

such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

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

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

     "Judgment Currency" has the meaning specified in Section 1.15.

     "Market Exchange Rate" means (a) if pursuant to Section 3.12(iv)(b) payment
is to be made in U.S. dollars with respect to a Security denominated in a
Foreign Currency (other than a composite currency), the noon buying rate in The
City of New York for cable transfers of such Foreign Currency as certified by
the Federal Reserve Bank of New York on the second Business Day preceding the
applicable payment date and (b) if pursuant to Section 3.12(iv)(a) payment is to
be made in U.S. dollars with respect to a Security denominated in a composite
currency, for each Component of such composite currency, the Market Exchange
Rate determined pursuant to the foregoing clause (a) on the second Business Day
preceding the applicable payment date.

     In the event a Market Exchange Rate as described in clause (a) or (b) above
is not available, the Company will be entitled to make payments in U.S. dollars
pursuant to Section 3.12(iv)(a) or (b) on the basis of the most recently
available Market Exchange Rate for such Foreign Currency or each Component of
such composite currency, as the case may be.

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

     "Maturity Consideration" means securities, which may be issued by the
Company or another Person, or a combination of cash, such securities and/or
other property that may be delivered to Holders of Securities of any series to
satisfy the Company's obligations with regard to payment upon Maturity, or any
redemption or required repurchase or in connection with any exchange provisions,
or any interest payment.

     "New York Banking Day" has the meaning specified in Section 1.15.

     "New York Community Bank" means New York Community Bank, a New York
State-chartered savings bank.

                                       6

<PAGE>

     "Officers' Certificate" means a certificate signed by two Authorized
Officers, one of whom must be the principal financial officer, and delivered to
the Trustee. Each such certificate shall contain the statements set forth in
Section 1.02.

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

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 7.02.

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

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

     (ii) such Securities for whose payment or redemption money in the necessary
          amount has been theretofore deposited with the Trustee for such series
          or any Paying Agent in trust for the Holders of such Securities,
          provided that, if such Securities are to be redeemed, notice of such
          redemption has been duly given pursuant to this Indenture or provision
          therefor satisfactory to the Trustee has been made; and

     (iii) such Securities which have been paid pursuant to Section 3.06 or in
          exchange for or in lieu of which other Securities have been
          authenticated and delivered pursuant to this Indenture, other than any
          such Securities in respect of which there shall have been presented to
          the Trustee proof satisfactory to it that such Securities are held by
          a protected purchaser (within the meaning of Article 8 of the Uniform
          Commercial Code) in whose hands such Securities are valid obligations
          of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of such Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of Original Issue Discount Securities 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 7.02, and Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which are registered in the Security
Register

                                       7

<PAGE>

in the name of the Company, any obligor stated to be so obligated on such
Securities or any Affiliate of the Company or such obligor which is listed as
such on an Officers' Certificate delivered to the Trustee for that Series shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor. The Trustee shall be entitled
to request and rely upon an Officers' Certificate as conclusive evidence
regarding the ownership or pledge of Securities by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor.

     "Paying Agent" means any Person authorized by the Company to pay or deliver
the principal of (and premium, if any), Maturity Consideration or interest on,
any Securities of that series on behalf of the Company.

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

     "Place of Payment," when used with respect to the Securities of any series,
means the place or places where, subject to the provisions of Section 5.02, the
principal of (and premium, if any), Maturity Consideration and interest on the
Securities of that series are payable or deliverable as specified in accordance
with Section 3.01.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Principal Paying Agent" means the Paying Agent designated as such by the
Company pursuant to Section 3.01 of this Indenture.

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

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

     "Registered Security" means any Security in the form established pursuant
to Section 2.01 which is registered in the Security Register.

                                       8

<PAGE>

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

     "Required Currency" means the currency in which principal of (and premium,
if any), Maturity Consideration and interest on a Security is payable pursuant
to Section 3.12.

     "Responsible Officer," means, when used with respect to the Trustee, an
officer within the Corporate Trust Administration department of the Corporate
Trust Office who has direct responsibility for the administration of this
Indenture and, with respect to a particular corporate trust matter, any other
officer of such Trustee to whom such corporate trust matter is referred because
of his knowledge of and familiarity with the particular subject.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "Securityholder" means, in the case of a Registered Security, the Person in
whose name the Security is registered in the Security Register and, in the case
of a Bearer Security (or any temporary global Security in bearer form), the
bearer thereof and, when used with respect to any coupon, the bearer thereof.

     "Security Register" has the meaning specified in Section 3.05.

     "Security Registrar" and "Co-Security Registrar" have the respective
meanings specified in Section 3.05.

     "Senior Indebtedness" means the principal of, premium, if any, and interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) on:

     (i) all indebtedness, obligations and other liabilities (contingent or
     otherwise) of the Company for borrowed money (including obligations of the
     Company in respect of overdrafts, foreign exchange contracts, currency
     exchange agreements, interest rate protection agreements, and any loans or
     advances from banks, whether or not evidenced by notes or similar
     instruments) or evidenced by bonds, debentures, notes or other instruments
     for the payment of money, or indebtedness incurred in connection with the
     acquisition of any properties or assets (whether or not the recourse of the
     lender is to the whole of the assets of the Company or to only a portion
     thereof), other than any account payable or other accrued current liability
     or obligation to trade creditors incurred in the ordinary course of
     business;

     (ii) all obligations and liabilities (contingent or otherwise) in respect
     of leases of the Company required or permitted, in conformity with
     generally accepted accounting principles, to be accounted for as
     capitalized lease obligations on the balance sheet of the Company;

     (iii) all direct or indirect guaranties or similar agreements by the
     Company in respect of, and obligations or liabilities (contingent or
     otherwise) of the Company to purchase or otherwise

                                       9

<PAGE>

     acquire or otherwise assure a creditor against loss in respect of,
     indebtedness, obligations or liabilities of another Person of the kind
     described in clauses (i) and (ii);

     (iv) any and all amendments, renewals, extensions and refundings of any
     indebtedness, obligation or liability of the kind described in clauses (i)
     through (iii).

     "Senior Indebtedness" does not include:

     (i) any indebtedness in which the instrument or instruments evidencing or
     securing the same or pursuant to which the same is outstanding, or in any
     amendment, renewal, extension or refunding of such instrument or
     instruments, it is expressly provided that such indebtedness shall not be
     senior in right of payment to the Securities or expressly provides that
     such Indebtedness is pari passu or junior to the Securities; or

     (ii) trade accounts payable in the ordinary course of business.

     "Special Record Date" for the payment of any Defaulted Interest (as defined
in Section 3.07) means the date fixed by the Trustee pursuant to Section 3.07.

     "Specified Currency" means the currency in which the Securities of any
series are denominated.

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

     "Subsidiary" means a Corporation, more than 50% of the Voting Stock of
which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries or by the Company and one or more other Subsidiaries.

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

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, as in force at the date as of
which this instrument was executed, except as provided in Section 9.05.

     "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.

                                       10

<PAGE>

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

     "Vice President," when used with respect to the Company or a Trustee, means
any vice president, whether or not designated by a number or a word or words
added before or after the title "vice president."

     "Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the Board of
Directors, managers or trustees of such corporation (irrespective of whether or
not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

     SECTION 1.02. Compliance Certificates and Opinions.

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

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than annual certificates provided
pursuant to Section 5.10) shall include:

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

          (ii) 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;

                                       11

<PAGE>

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

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

     SECTION 1.03. Form of Documents Delivered to Trustee.

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

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

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

     SECTION 1.04. Acts of Securityholders.

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

                                       12

<PAGE>

     any purpose of this Indenture and (subject to Section 8.01) conclusive in
     favor of the Trustee and the Company, if made in the manner provided in
     this Section.

          (ii) The fact and date of the execution by any Person of any such
     instrument or writing may be proved by the affidavit of a witness of such
     execution or by the certificate of a notary public or other officer
     authorized by law to take acknowledgments of deeds, certifying that the
     individual signing such instrument or writing acknowledged to him the
     execution thereof. Where such execution is by or on behalf of any legal
     entity other than an individual, such certificate or affidavit shall also
     constitute proof of the authority of the Person executing the same. The
     fact and date of the execution of any such instrument or writing, or the
     authority of the Person executing the same, may also be provided in any
     other manner which the Trustee deems sufficient.

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

          (iv) The principal amount and serial numbers of Bearer Securities held
     by any Person, and the date of holding the same, may be proved by the
     production of such Bearer Securities or by a certificate executed, as
     depository, by any trust company, bank, banker or other depositary,
     wherever situated, if such certificate shall be deemed by the Trustee to be
     satisfactory, showing that at the date therein mentioned such Person had on
     deposit with such depositary, or exhibited to it, the Bearer Securities
     therein described; or such facts may be proved by the certificate or
     affidavit of the Person holding such Bearer Security, if such certificate
     or affidavit is deemed by the Trustee to be satisfactory. The Trustee and
     the Company may assume that such ownership of any Bearer Security continues
     until (1) another certificate or affidavit bearing a later date issued in
     respect of the same Bearer Security is produced, or (2) such Bearer
     Security is produced to the Trustee by some other Person, or (3) such
     Bearer Security is surrendered in exchange for a Registered Security, or
     (4) such Bearer Security is no longer Outstanding.

          (v) The fact and date of execution of any such instrument or writing,
     the authority of the Person executing the same and the principal amount and
     serial numbers of Bearer Securities held by the Person so executing such
     instrument or writing and the date of holding the same may also be proved
     in any other manner which the Trustee deems sufficient; and the Trustee may
     in any instance require further proof with respect to any of the matters
     referred to in this Section.

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

                                       13

<PAGE>

          (vii) For purposes of determining the principal amount of Outstanding
     Securities of any series, or if such Outstanding Securities are not payable
     at Maturity for a fixed principal amount, the issue price of Outstanding
     Securities of any series, the Securityholders of which are required,
     requested or permitted to give any request, demand, authorization,
     direction, notice, consent, waiver or take any other Act under the
     Indenture, each Security denominated in a Foreign Currency shall be deemed
     to have a principal amount or issue price determined by converting the
     principal amount or issue price of such Security in the currency or
     currencies in which such Security is denominated into U.S. dollars at the
     Exchange Rate(s) as of 9:00 A.M. New York City time as determined by an
     Exchange Rate Agent (as evidenced by a certificate of such Exchange Rate
     Agent) on the date such Act is delivered to the Trustee pursuant to Section
     1.04(i). Any such determination by the Company or an Exchange Rate Agent
     shall be conclusive and binding on the Holders and the Trustee for such
     series, and neither the Company nor such Exchange Rate Agent shall be
     liable therefor in the absence of bad faith.

          (viii) The Company may, but shall not be obligated to, set a record
     date for purposes of determining the identity of Holders entitled to vote
     or consent to any action by vote or consent authorized or permitted under
     this Indenture, which record date shall be the later of 10 days prior to
     the first solicitation of such consent or the date of the most recent list
     of Holders furnished to the Trustee pursuant to Section 6.01 of this
     Indenture prior to such solicitation. If a record date is fixed, those
     persons who were Holders of Securities at such record date (or their duly
     designated proxies), and only those persons, shall be entitled to take such
     action by vote or consent or to revoke any vote or consent previously
     given, whether or not such persons continue to be Holders after such record
     date. No such vote or consent shall be valid or effective for more than 120
     days after such record date.

     SECTION 1.05. Notices, etc., to Trustee and Company.

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

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

          (ii) the Company by any Securityholder or by the Trustee shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if in writing and mailed, first-class, postage prepaid, to the
     Company addressed to the attention of its Secretary at the address of its
     principal office specified in the first paragraph of this

                                       14

<PAGE>

     Indenture, or at any other address previously furnished in writing to the
     Trustee by the Company.

     SECTION 1.06. Notices to Securityholders; Waiver.

     Where this Indenture or any Security provides for notice to Holders of any
series of Securities of any event:

          (i) Such notice shall be sufficiently given (unless otherwise herein,
     or in such Security, expressly provided) if in writing and mailed,
     first-class postage prepaid, to each Holder of a Registered Security
     affected by such event, at his address as it appears in the Security
     Register, not later than the latest date, and not earlier than the earliest
     date, prescribed for the giving of such notice.

          (ii) Such notice shall be sufficiently given to Holders of Bearer
     Securities if published in an Authorized Newspaper in The City of New York
     and, if the Securities of such series are then listed on The International
     Stock Exchange of the United Kingdom and the Republic of Ireland Limited
     and such stock exchange shall so require, in London and, if the Security of
     such series are then listed on the Luxembourg Stock Exchange and such stock
     exchange shall so require, in Luxembourg and, if the Security of such
     series are then listed on any other stock exchange and such stock exchange
     shall so require, in any other required city outside the United States or,
     if not practicable, elsewhere in Europe on a Business Day at least twice,
     the first such publication to be not earlier than the earliest date, and
     not later than the latest date, prescribed for the giving of such notice;
     it being understood that the Company shall notify the Trustee of any of the
     foregoing requirements a reasonable amount of time prior to the date on
     which such notice must be given (but in no event less than five Business
     Days).

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

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

                                       15

<PAGE>

published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.

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

     SECTION 1.07. Language of Notices, Etc.

     Any request, demand, authorization, direction, notice, consent, or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication, as may be specified in a form of Security or, in the absence of
such specification, as directed in writing by the Company.

     SECTION 1.08. Conflict with Trust Indenture Act.

     If and to the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act through operation of Section 318(c) thereof, such
imposed duties shall control.

     SECTION 1.09. Effect of Headings and Table of Contents.

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

     SECTION 1.10. Successors and Assigns.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

     SECTION 1.11. Separability Clause.

     In case any provision in this Indenture or in the 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 1.12. Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the Holders and, to the extent provided in Article Fourteen hereof,
the holders of Senior Indebtedness, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

                                       16

<PAGE>

     SECTION 1.13. Legal Holidays.

     In any case where any Interest Payment Date, Stated Maturity or Redemption
Date of any Security or any date on which any Defaulted Interest is proposed to
be paid or delivered shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provisions of the Securities or this Indenture)
payment or delivery of the principal of (and premium, if any), Maturity
Consideration or interest on any Securities need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day or
such other Business Day as may be specified in an Officers' Certificate
delivered to the appropriate Trustee pursuant to Section 3.01 hereof, at such
Place of Payment with the same force and effect as if made on the Interest
Payment Date, Stated Maturity or Redemption Date or on the date on which
Defaulted Interest is proposed to be paid or delivered, and, if such payment or
delivery is made, no interest shall accrue on such payment or delivery for the
period from and after any such Interest Payment Date, Stated Maturity,
Redemption Date or on the date on which Defaulted Interest is proposed to be
paid or delivered, as the case may be.

     SECTION 1.14. Governing Law.

     This Indenture and the Securities shall be construed in accordance with and
governed by the laws of the State of New York without regard to conflicts of
laws principles thereof.

     SECTION 1.15. Judgment Currency; Payment to be in Proper Currency.

     Each reference in any Security, or in the Board Resolution relating
thereto, to any currency shall be of the essence. Subject to Section 3.12(iv),
the Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum or amount of Maturity Consideration due or
payable in respect of the principal of (and premium, if any), Maturity
Consideration or interest on the Securities of any series in a Specified
Currency into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the Exchange Rate (as determined
by the Exchange Rate Agent) as of 11:00 A.M. New York City time on the New York
Banking Day immediately preceding that on which final unappealable judgment is
given and (b) its obligations to make any payment or delivery of principal of
(and premium, if any), Maturity Consideration and interest on any Security (i)
shall not be discharged or satisfied by any tender by the Company, or recovery
by the Trustee, either pursuant to any judgment (whether or not entered in
accordance with subsection (a) above) or otherwise, in any currency other than
the Required Currency except to the extent that such tender or recovery shall
result in the Trustee timely holding the full amount of the Required Currency
then due and payable in respect of such payments, (ii) shall be enforceable as
an alternative or additional cause of action for the purpose of recovering, in
the Required Currency, the amount, if any, by which such timely holding shall
fall short of the full amount of the Required Currency so expressed to be then
due and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. For purposes of the foregoing, "New York

                                       17

<PAGE>

Banking Day" means any day except a Saturday, Sunday or a legal holiday in The
City of New York or a day on which banking institutions in The City of New York
are authorized or required by law or executive order to close. Except as
permitted under Section 3.12(iv), if any such tender or recovery is in a
currency other than the Required Currency, the Trustee may take such actions as
it considers appropriate to exchange such currency for the Required Currency;
provided, however, that the Trustee shall have no obligation to make any payment
in any currency tendered to or recovered by such Trustee. The costs and risks of
any such exchange, including without limitation the risks of delay and exchange
rate fluctuation, shall be borne by the Company, and the Company shall remain
fully liable for any shortfall or delinquency in the full amount of the Required
Currency then due and payable, and in no circumstances shall the Trustee be
liable therefor. The Company hereby waives any defense of payment based upon any
such tender or recovery which is not in the Required Currency, or which, when
exchanged for the Required Currency by the Trustee, is less than the full amount
of the Required Currency then due and payable.

     SECTION 1.16. Moneys of Different Currencies to be Segregated.

     The Trustee shall, to the extent required by law, segregate all moneys,
funds and accounts held by the Trustee hereunder in one currency from any money,
funds or accounts in any other currencies, notwithstanding any provision herein
which would otherwise permit the Trustee to commingle such moneys, funds and
accounts.

                                   ARTICLE II
                                 SECURITY FORMS

     SECTION 2.01. Forms Generally.

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such
Securities. If temporary Securities of any series are issued in global form as
permitted by Section 3.04, the form thereof also shall be established as
provided in the preceding sentence.

     The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article.

                                       18

<PAGE>

     Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, the Securities of each series shall be issuable in
registered form without coupons. If so provided as contemplated by Section 3.01,
the Securities of a series shall be issuable solely in bearer form, or in both
registered and bearer form. Unless otherwise specified as contemplated by
Section 3.01, Securities in bearer form shall have interest coupons attached.

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

     SECTION 2.02. Form of Securities.

     Each Security shall be in one of the forms approved from time to time by or
pursuant to a Board Resolution. Upon or prior to the delivery of a Security in
any such form to the Trustee for authentication, the Company shall deliver to
the Trustee the following:

          (i) the Board Resolution by or pursuant to which such form of Security
     has been approved, certified by the Secretary or an Assistant Secretary of
     the Company;

          (ii) the Officers' Certificate required by Section 3.01 of this
     Indenture;

          (iii) the Company Order required by Section 3.03 of this Indenture;
     and

          (iv) the Opinion of Counsel required by Section 3.03 of this
     Indenture.

     SECTION 2.03. Form of Trustee's Certificate of Authentication.

     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                     WILMINGTON TRUST COMPANY, not in its
                                     individual capacity, but solely as Trustee


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

                                       19

<PAGE>

                                  ARTICLE III
                                 THE SECURITIES

     SECTION 3.01. Title and Terms.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued up to
the aggregate principal amount of Securities from time to time authorized by or
pursuant to a Board Resolution.

     The Securities may be issued in one or more series. All Securities of each
series issued under this Indenture shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series without preference,
priority or distinction on account of the actual time or times of the
authentication and delivery or Maturity of the Securities of such series. There
shall be established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, reasonably acceptable to the Trustee, or established in
one or more indentures supplemental hereto, prior to the issuance of Securities
of any series,

          (i) the title of the Securities, including CUSIP numbers, of the
     series (which shall distinguish the Securities of the series from all other
     Securities);

          (ii) the Trustee for the Securities of the series (which Trustee shall
     be the Trustee named herein or a successor Trustee appointed in accordance
     with the terms of this Indenture);

          (iii) any limit upon the aggregate principal amount of the Securities
     of the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of that
     series pursuant to this Article Three or Sections 4.07 or 9.06);

          (iv) the date or dates on which the principal or Maturity
     Consideration of the Securities of the series is payable or deliverable;

          (v) the rate or rates, or the method to be used in ascertaining the
     rate or rates, at which the Securities of the series shall bear interest,
     if any, the date or dates from which such interest shall accrue, the
     Interest Payment Dates on which such interest shall be payable or
     deliverable and the Regular Record Date for the interest payable or
     deliverable on any Interest Payment Date;

          (vi) the place or places where, subject to the provisions of Section
     5.02, the principal of (and premium, if any), Maturity Consideration and
     interest, if any, on Securities of the series shall be payable or
     deliverable;

                                       20

<PAGE>

          (vii) the office or offices or agency where the Registered Securities
     may be presented for registration of transfer or exchange and the place or
     places where notices and demands to or upon the Company in respect of the
     Securities of such series may be made;

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

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

          (x) the denominations in which Securities of the series shall be
     issuable;

          (xi) (A) the currency of denomination of the Securities of the series,
     which may be in U.S. dollars or any Foreign Currency, (B) if such currency
     of denomination of such series is a composite currency other than the Euro,
     the agency or organization, if any, responsible for overseeing such
     composite currency, and (C) if such Securities are denominated in a Foreign
     Currency, the financial center relative to such Foreign Currency;

          (xii) the designation of the currency or currencies in which payment
     of the principal of (and premium, if any) and interest on the Securities of
     the series will be made (which shall be either U.S. dollars or the Foreign
     Currency in which such Security is denominated), and if in U.S. dollars on
     a Security denominated in a Foreign Currency, whether the Holders thereof
     may elect to have such payments made in such Foreign Currency;

          (xiii) if the Securities of the series are to be denominated in a
     Foreign Currency, the designation of an Exchange Rate Agent for purposes of
     determining the amounts payable or deliverable with respect to such
     Securities in U.S. dollars or a Foreign Currency and exchanging a Foreign
     Currency into U.S. dollars or U.S. dollars into a Foreign Currency, as the
     case may be;

          (xiv) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable or
     deliverable upon declaration of acceleration of the Maturity thereof
     pursuant to Section 7.02;

          (xv) if the amount of payments of principal of (and premium, if any),
     Maturity Consideration or interest, if any, on Securities of the series may
     be determined with reference to an index based on a coin or currency other
     than that in which the Securities

                                       21

<PAGE>

     are to be payable or deliverable, the method or methods by which such
     amounts shall be determined;

          (xvi) the extent to which any of the Securities will be issuable in
     temporary or permanent global form, and the manner in which any interest
     payable or deliverable on a temporary or permanent global Security shall be
     paid or delivered;

          (xvii) any addition to or modification or deletion of any Event of
     Default, Default or covenants of the Company with respect to the Securities
     of the series, whether or not such Events of Default or covenants are
     consistent with the Events of Default or covenants set forth herein;

          (xviii) any covenants solely for the benefit of the Securities of the
     Series;

          (xix) the appointment of any Paying Agent or Agents for the Securities
     of the series;

          (xx) whether, and the terms and conditions relating to when the
     Company may satisfy all or part of its obligations with regard to payment
     or delivery upon Maturity, or any redemption or required repurchase or in
     connection with any exchange provisions, or any interest payment, by paying
     or delivering Maturity Consideration to the Holders of the Securities;

          (xxi) any additional obligation of the Company to be included as
     Senior Indebtedness; and

          (xxii) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

     All Securities of any one series and the coupons appertaining to Bearer
Securities of such series, if any, shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers' Certificate or in any such
indenture supplemental hereto.

     All Securities shall be subordinate and junior in right of payment to the
obligations of the Company to holders of Senior Indebtedness of the Company as
provided in Article Fourteen.

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

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or

                                       22

<PAGE>

an Assistant Secretary of the Company and delivered to the Trustee for such
series at or prior to the delivery of the Officers' Certificate setting forth
the terms of the series.

     SECTION 3.02. Denominations.

     The Securities of each series shall be issuable in such form and
denominations as shall be specified as contemplated by Section 3.01. In the
absence of any specification with respect to the Securities of any series, the
Registered Securities of each series shall be issuable only as Securities
without coupons in minimum denominations of $100,000 and any integral multiple
of $1,000 in excess thereof and the Bearer Securities of each series, if any,
shall be issuable with coupons and in denominations of $10,000 and $50,000.

     SECTION 3.03. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Chief Executive Officer, its President, one of its Vice
Chairmen or one of its Vice Presidents, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signatures of any or all of these officers on the Securities may be manual or
facsimile. Coupons shall bear the facsimile signature of the Company's Chairman
of the Board, its Chief Executive Officer, its President, a Vice Chairman of the
Board, its Chief Financial Officer, one of its Executive Vice Presidents or the
Treasurer.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities and such other documents as the Trustee may
reasonably request, and the Trustee shall, upon receipt of the Company Order,
authenticate and deliver such Securities as provided in this Indenture and not
otherwise; provided, however, that, in connection with its original issuance, no
Bearer Security shall be mailed or otherwise delivered to any location in the
United States; and provided, further, that a definitive Bearer Security may be
delivered in connection with its original issuance only if the Person entitled
to receive such Bearer Security shall have delivered to the Trustee, or such
other Person as shall be specified in a temporary global Security delivered
pursuant to Section 3.04, a certificate in the form required by Section 3.11(i).

     In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 8.01) shall be
fully protected in relying upon, an Opinion of Counsel complying with Section
1.02 and stating that,

                                       23

<PAGE>

          (i) the form of such Securities has been established in conformity
     with the provisions of this Indenture;

          (ii) the terms of such Securities have been established in conformity
     with the provisions of this Indenture;

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

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

     The Trustee shall not be required to authenticate such Securities if the
issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee. Notwithstanding the
generality of the foregoing, the Trustee will not be required to authenticate
Securities denominated in a Foreign Currency if the Trustee reasonably believes
that it would be unable to perform its duties with respect to such Securities.

     Each Registered Security shall be dated the date of its authentication; and
unless otherwise specified as contemplated by Section 3.01, each Bearer Security
and any temporary global Security referred to in Section 3.04 shall be dated as
of the date of issuance of such Security.

     No Security or coupon shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits under this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.09 together with a written statement
(which need not comply with Section 1.02 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued or sold by
the Company, for all purposes of this Indenture, such Security shall be deemed
never to have been authenticated and delivered under this Indenture and shall
never be entitled to the benefits of this Indenture.

                                       24

<PAGE>

     SECTION 3.04. Temporary Securities.

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

     Except in the case of temporary Securities in global form, each of which
shall be exchanged in accordance with the provisions of the following paragraph,
if temporary Securities of any series are issued, the Company will cause
definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities of such
series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of such
series of authorized denominations provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 3.03. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

     If temporary Securities of any series are issued in global form, any such
temporary global Security shall, unless otherwise provided in such temporary
global Security, be delivered to the London office of a depository or common
depository (the "Common Depository"), as directed by the Company, for the
benefit of the operator of the Euroclear System ("Euroclear") and Clearstream
Banking, societe anonyme ("Clearstream"), for credit to the respective accounts
of the beneficial owners of such Securities (or to such other accounts as they
may direct). Upon receipt of a Company Order, the Trustee or any Authenticating
Agent shall authenticate such temporary global Security and make such indication
to reflect the initial principal amount, or an increase in the principal amount,
of Outstanding Securities represented thereby. Until such initial
authentication, such temporary global Security shall not evidence any obligation
of the Company. Such temporary global Security shall at any time represent the
aggregate principal amount of Outstanding Securities theretofore indicated
thereon as provided above, subject to reduction to reflect exchanges as
described below.

                                       25

<PAGE>

     Unless otherwise specified in such temporary global Security, and subject
to the second proviso in the following paragraph, the interest of a beneficial
owner of Securities in a series in a temporary global Security shall be
exchanged for definitive Securities of such series and of like tenor following
the Exchange Date when the account holder instructs Euroclear or Clearstream, as
the case may be, to request such exchange on his behalf and delivers to
Euroclear or Clearstream, as the case may be, a certificate in the form required
by Section 3.11(i), dated no earlier than fifteen days prior the Exchange Date,
copies of which certificate shall be available from the offices of Euroclear and
Clearstream, the Trustee, any Authenticating Agent appointed for such series of
Securities and each Paying Agent. Unless otherwise specified in such temporary
global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that the Company may
charge any Person receiving definitive Securities for the cost of insurance,
postage, transportation and the like in the event that such Person does not take
delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream.

     Without unnecessary delay but in any event not later than five Business
Days prior to the date specified in, or determined pursuant to the terms of, any
such temporary global Security as the Exchange Date (the "Exchange Date"), the
Company shall deliver to the Trustee, or, if the Trustee appoints an
Authenticating Agent pursuant to Section 8.14, to any such Authenticating Agent,
definitive Securities in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. Unless
otherwise specified as contemplated by Section 3.01, such definitive Securities
shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as may be specified by the Company to the Trustee or any
such Authenticating Agent, as may be appropriate. On or after the Exchange Date,
such temporary global Security shall be surrendered by the Common Depository to
the Trustee or any such Authenticating Agent, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge to the Common Depository and the Trustee or any such
Authenticating Agent shall authenticate and deliver, in exchange for each
portion of such temporary global Securities, an equal aggregate principal amount
of definitive Securities of the same series, of authorized denominations and of
like tenor as the portion of such temporary global Security to be exchanged,
which, except as otherwise specified as contemplated by Section 3.01, shall be
in the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof, in a writing
delivered to the Trustee; provided, however, that, unless otherwise specified in
such temporary global Security, upon such presentation by the Common Depository,
such temporary global Security is accompanied by a certificate dated the
Exchange Date or a subsequent date and signed by Euroclear as to the portion of
such temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by
Clearstream, as to the portion of such temporary global Security held for its
account then to be exchanged, each in the form required by Section 3.11(ii); and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a portion of a temporary global Security only in compliance with
the conditions set forth in Section 3.03.

                                       26

<PAGE>

     Upon any exchange of a portion of any such temporary global Security, the
Trustee or any such Authenticating Agent or the Common Depository, as the case
may be, shall indicate upon such temporary global Security, the amount of such
exchange to reflect the reduction of the principal amount evidenced thereby,
whereupon its remaining principal amount shall be reduced for all purposes by
the amount so exchanged. Until so exchanged in full, such temporary global
Security shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section
3.01, interest payable on such temporary global Security on an Interest Payment
Date for Securities of such series occurring prior to the applicable Exchange
Date shall be payable, without interest, to Euroclear and Clearstream on or
after such Interest Payment Date upon delivery by Euroclear and Clearstream to
the Trustee or such Authenticating Agent, as the case may be, of a certificate
or certificates in the form required by Section 3.11(iii), for credit on or
after such Interest Payment Date to the respective accounts of the Persons who
are the beneficial owners of such temporary global Security on such Interest
Payment Date and who have each delivered to Euroclear or Clearstream, as the
case may be, a certificate in the form required by Section 3.11(iv).

     SECTION 3.05. Registration, Registration of Transfer and Exchange.

     With respect to Registered Securities, the Company shall keep or cause to
be kept at the office of the Security Registrar designated pursuant to this
Section 3.05 or Section 5.02 a register (being the combined register of the
Security Registrar and all Co-Security Registrars and herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and the registration of transfers of Securities and
the Company shall appoint a Security Registrar, and any Co-Security Registrar as
may be appropriate, to keep the Security Register. The Trustee is hereby
initially appointed Security Registrar with respect to the series of Securities
for which it is acting as Trustee. Such Security Register shall be in written
form or in any other form capable of being converted into written form within a
reasonable time. At all reasonable times the information contained in such
Security Register shall be available for inspection by the Trustee at the office
of the Security Registrar. In the event that any Registered Securities issued
hereunder have The City of New York as a Place of Payment, the Company shall
appoint either a Security Registrar or Co-Security Registrar located in The City
of New York.

     Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company in a Place of Payment, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series of any authorized denominations and of a like aggregate
principal amount and Stated Maturity.

     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and Stated Maturity, upon
surrender of the Securities to be

                                       27

<PAGE>

exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Securityholder making the exchange is entitled
to receive.

     Registered Securities may not be exchanged for Bearer Securities. Bearer
Securities may not be exchanged for Bearer Securities of other authorized
denominations.

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

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

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

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

                                       28

<PAGE>

     Unless otherwise provided in the Securities to be transferred or exchanged,
no service charge shall be made to the Holder for any registration of transfer
or exchange of Securities, but the Company may (unless otherwise provided in
such Securities) require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
3.04, 4.07, or 9.06 not involving any transfer.

     None of the Company, the Security Registrar nor any Co-Security Registrar
shall be required (i) to issue, register the transfer of or exchange any
Securities of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities of
that series selected for redemption under Section 4.03 and ending at the close
of business on (A) if Securities of the series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption of
Registered Securities of such series so selected for redemption, or (B) if
Securities of the series are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if Securities of the series
are also issuable as Registered Securities and there is no publication, the
mailing of the relevant notice of redemption, or (ii) to register the transfer
or exchange of any Securities so selected for redemption in whole or in part.

     SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.

     If (i) any mutilated Security or Security with a mutilated coupon,
surrendered to the Trustee or the Security Registrar, or if the Company, the
Trustee and the Security Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and (ii) there is
delivered to the Company, the Trustee and the Security Registrar such Security
or indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Company, the Trustee or the Security Registrar that
such Security has been acquired by a protected purchaser (within the meaning of
Article 8 of the Uniform Commercial Code), the Company shall execute and upon
its request the Trustee shall authenticate and deliver, in lieu of any such
mutilated, destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and
Stated Maturity and of like tenor and principal amount, bearing a number not
contemporaneously outstanding and, if applicable, with coupons corresponding to
the coupons appertaining thereto.

     In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or deliver the
Maturity Consideration deliverable thereon; provided, however, that payment of
principal of (and premium, if any), Maturity Consideration and any interest on
Bearer Securities shall be payable only at an office or agency located outside
the United States, and, in the case of interest, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of the
coupons appertaining thereto.

                                       29

<PAGE>

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

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

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

     SECTION 3.07. Payment of Interest; Interest Rights Preserved.

     Unless otherwise provided, as contemplated by Section 3.01, interest on any
Registered Security which is payable or deliverable, and is punctually paid,
delivered or duly provided for, on any Interest Payment Date shall unless
otherwise provided in such Security be paid or delivered to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest; provided,
however, that in the case of a Registered Security originally issued between a
Regular Record Date and the Interest Payment Date or on an Interest Payment Date
relating to such Regular Record Date, interest for the period beginning on the
date of issue and ending on such Interest Payment Date shall be paid or
delivered on the next succeeding Interest Payment Date to the Person in whose
name such Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date with respect to
such succeeding Interest Payment Date. Unless otherwise specified as
contemplated by Section 3.01, in case a Bearer Security of any series is
surrendered in exchange for a Registered Security of such series after the close
of business (at an office or agency referred to in Section 3.05) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable or deliverable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable or deliverable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

     Any interest on any Registered Security which is payable or deliverable,
but is not punctually paid, delivered or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable or deliverable to the Holder on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest

                                       30

<PAGE>

may be paid or delivered by the Company, at its election in each case, as
provided in clause (i) or clause (ii) below.

          (i) The Company may elect to make payment or delivery of any Defaulted
     Interest to the Persons in whose names any such Registered Securities of
     such series (or their respective Predecessor Securities) are registered at
     the close of business on a Special Record Date for the payment or delivery
     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 or delivered on each Registered Security of
     such series and the date of the proposed payment or delivery, and at the
     same time the Company shall deposit with the Trustee an amount of money or
     other property equal to the aggregate amount proposed to be paid or
     delivered 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 or delivery, such money or other property when deposited
     to be held in trust for the benefit of the Persons entitled to such
     Defaulted Interest as provided in this clause. Thereupon the Trustee shall
     fix a Special Record Date for the payment or delivery of such Defaulted
     Interest which shall be not more than 15 days nor less than 10 days prior
     to the date of the proposed payment or delivery and not less than 10 days
     after the receipt by the Trustee of the notice of the proposed payment or
     delivery. 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 or delivery of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class, postage
     prepaid, to each Holder of Securities of such series at his address as it
     appears in the Security Register, not less than 10 days prior to such
     Special Record Date. Notice of the proposed payment or delivery of such
     Defaulted Interest and the Special Record Date therefor having been so
     mailed, such Defaulted Interest shall be paid or delivered to the Persons
     in whose names such Registered Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on such Special Record Date and shall no longer be payable or deliverable
     pursuant to the following clause (ii). In case a Bearer Security of any
     series is surrendered at the office or agency in a Place of Payment for
     such series in exchange for a Registered Security of such series after the
     close of business at such office or agency on any Special Record Date and
     before the opening of business at such office or agency on the related
     proposed date of payment or delivery of Defaulted Interest, such Bearer
     Security shall be surrendered without the coupon relating to such proposed
     date for payment or delivery and Defaulted Interest will not be payable or
     deliverable on such proposed date for payment or delivery in respect of the
     Registered Security issued in exchange for such Bearer Security, but will
     be payable only to the Holder of such coupon when due in accordance with
     the provisions of this Indenture.

          (ii) The Company may make payment or delivery of any Defaulted
     Interest on the Securities of any series in any other lawful manner not
     inconsistent with the requirements of any securities exchange on which the
     Securities, with respect to which there exists such default, may be listed,
     and upon such notice as may be required by such

                                       31

<PAGE>

     exchange, if, after notice given by the Company to the Trustee of the
     proposed payment or delivery pursuant to this clause, such payment shall be
     deemed practicable by the Trustee.

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

     SECTION 3.08. Persons Deemed Owners.

     Title to any Bearer Security, any coupons appertaining thereto and any
temporary global Security in bearer form shall pass by delivery.

     Prior to due presentment of a Security of any series for registration of
transfer of any Registered Security, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment or
delivery of principal of (and premium, if any), Maturity Consideration in
respect of, and (subject to Section 3.07) interest on such Security, and for all
other purposes whatsoever, whether or not such Security is overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

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

     SECTION 3.09. Cancellation.

     All Securities and coupons surrendered for payment, registration of
transfer, exchange, repayment, redemption or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee. All Securities so delivered or surrendered directly to the
Trustee for any such purpose, shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture or such Securities. All canceled Securities or
coupons held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedures and the Trustee shall deliver a certificate of
such disposition to the Company, if requested by the Company in writing.

                                       32

<PAGE>

     SECTION 3.10. Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

     SECTION 3.11. Forms of Certification.

          (i) Whenever any provision of this Indenture or the forms of
     Securities contemplate that certifications be given by a Person entitled to
     receive a Bearer Security, such certification shall be provided
     substantially in the form of Exhibit A hereto, with only such changes as
     shall be approved by the Company.

          (ii) Whenever any provision of this Indenture or the forms of
     Securities contemplate that certification be given by Euroclear and
     Clearstream in connection with the exchange of a portion of a temporary
     global Security, such certification shall be provided substantially in the
     form of Exhibit B hereto, with only such changes as shall be approved by
     the Company.

          (iii) Whenever any provision of the Indenture or the forms of
     Securities contemplate that certification be given by Euroclear and
     Clearstream in connection with payment of interest with respect to a
     temporary global Security prior to the related Exchange Date, such
     certification shall be provided substantially in the form of Exhibit C
     hereto, with only such changes as shall be approved by the Company.

          (iv) Whenever any provision of the Indenture or the forms of
     securities contemplate that certification be given by a beneficial owner of
     a portion of a temporary global Security in connection with payment or
     delivery of interest in respect to a temporary global Security prior to the
     related Exchange Date, such certification shall be provided substantially
     in the form of Exhibit D hereto, with only such changes as shall be
     approved by the Company.

     SECTION 3.12. Payment in Currencies.

          (i) Unless otherwise provided in Section 3.01 hereof, subject to
     Subsection (ii) hereof, payment of the principal of (and premium, if any),
     Maturity Consideration if the Maturity Consideration is to be satisfied by
     a cash payment, and interest on the Securities of any series, whether or
     not denominated in a Foreign Currency pursuant to Section 3.01 shall be
     made in U.S. dollars. If a series of Securities is denominated in a Foreign
     Currency, the amount receivable in U.S. dollars by the Holders of such
     series shall be determined as provided in Section 3.12(iii).

          (ii) If authorized pursuant to Section 3.01, any Holder of a Security
     of a series of Securities denominated in a Foreign Currency may elect to
     receive payments in

                                       33

<PAGE>

     the Foreign Currency in which such Security is denominated pursuant to
     Section 3.01. A Holder may make such election by delivering to the Trustee
     a written notice thereof, in such form as may be acceptable to the Trustee,
     not later than the close of business on the Regular Record Date or Special
     Record Date, as the case may be, immediately preceding the applicable
     Interest Payment Date or the fifteenth day immediately preceding the
     Maturity of an installment of principal, as the case may be. Such election
     shall remain in effect with respect to such Holder until such Holder
     delivers to the Trustee a written notice rescinding such election;
     provided, however, that any such notice must be delivered to such Trustee
     not later than the close of business on the Regular Record Date or Special
     Record Date, as the case may be, immediately preceding the next Interest
     Payment Date or the fifteenth day immediately preceding the Maturity of an
     installment of principal, as the case may be, in order to be effective for
     the payment to be made thereon; and provided, further, that no such
     rescission may be made with respect to payments to be made on any Security
     with respect to which notice of redemption has been given by the Company
     pursuant to Article Four. The Trustee will advise the Company in writing of
     the aggregate amount payable in a Foreign Currency pursuant to an election
     under this subsection (ii).

          (iii) For each series of Securities denominated in a Foreign Currency,
     the Exchange Rate Agent shall deliver to the Company and to the Trustee, by
     personal delivery, telecopy, or other means reasonably acceptable to such
     Trustee and the Company, not later than the close of business on the second
     Business Day prior to the date each payment is required to be made with
     respect to the Securities of such series, a copy of the Exchange Rate
     Officer's Certificate relating to each such Foreign Currency. Payments in
     U.S. dollars pursuant to Section 3.12(i) shall be equal to the sum obtained
     by converting the specified Foreign Currency, which is to be paid in U.S.
     dollars pursuant to Section 3.12(i), at the applicable Exchange Rate or
     Market Exchange Rate set forth in such Exchange Rate Officer's Certificate.

          (iv) If the Foreign Currency, other than a composite currency, in
     which a series of Securities is denominated is not available to the Company
     for making payment thereof due to the imposition of exchange controls or
     other circumstances beyond the control of the Company, then with respect to
     each date for the payment of principal of (and premium, if any) and
     interest on such series of Securities occurring after the last date on
     which the Foreign Currency was so used, all payments with respect to the
     Securities of any such series shall be made in U.S. dollars. If payment is
     to be made in U.S. dollars to the Holders of any such series of Securities
     pursuant to the provisions of the preceding sentence, then the amount to be
     paid in U.S. dollars on a payment date by the Company to the Trustee for
     the series and by such Trustee or any Paying Agent to Holders of Securities
     of such series shall be determined by an Exchange Rate Agent and shall be
     equal to the sum obtained by converting the specified Foreign Currency into
     U.S. dollars at the applicable Market Exchange Rate set forth in an
     Exchange Rate Officer's Certificate.

                                       34

<PAGE>

          (v) All decisions and determinations of the Company or an Exchange
     Rate Agent regarding the Exchange Rate, Market Exchange Rate or conversion
     of Foreign Currency into U.S. dollars pursuant to Section 1.04(vii) or this
     Subsection shall, in the absence of manifest error, be conclusive for all
     purposes and irrevocably binding upon the Company (in the case of a
     determination by an Exchange Rate Agent), the Trustee for the series, any
     Paying Agent and all Holders of the Securities of such series. If a Foreign
     Currency (other than a composite currency) in which payment of a series of
     Securities may be made, pursuant to Subsection (i) above, is not available
     to the Company for making payments thereof due to the imposition of
     exchange controls or other circumstances beyond the control of the Company,
     the Company, after learning thereof, will give notice thereof to the
     Trustee promptly (and the Trustee promptly thereafter will give notice to
     the Holders of such series denominated in a Foreign Currency in the manner
     provided in Section 1.06) specifying the last date on which such Foreign
     Currency was used for the payment of principal of (and premium, if any) or
     interest on such series of Securities. In the event any composite currency
     in which a Security is denominated or payable ceases to be used for the
     purposes for which it was established or is not available due to
     circumstances beyond the control of the Company, the Company, after
     learning thereof, will give notice thereof to the Trustee for such series
     promptly (and such Trustee thereafter will give notice to the Holders of
     such series of Securities denominated in a Foreign Currency in the manner
     provided in Section 1.06). In the event of any subsequent change in any
     Component of any composite currency in which a series of securities is
     denominated or payable, the Company, after learning thereof, will give
     notice to the Trustee for the series similarly (and such Trustee promptly
     thereafter will give notice to the Holders in the manner provided in
     Section 1.06). The Trustee for such series shall be fully justified and
     protected in reasonably relying and acting upon the information so received
     by it from the Company and from any Exchange Rate Agent and shall not
     otherwise have any duty or obligation to determine such information
     independently. The Company agrees to appoint and maintain an Exchange Rate
     Agent as is necessary for the performance of the obligations of the
     Exchange Rate Agent specified herein.

     SECTION 3.13. CUSIP Numbers.

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

                                       35

<PAGE>

                                   ARTICLE IV
                            REDEMPTION OF SECURITIES

     SECTION 4.01. Applicability of Article.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and, except as otherwise
specified as contemplated by Section 3.01 for Securities of any series, in
accordance with this Article.

     SECTION 4.02. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities redeemable at the
option of the Company shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount or amount of Maturity Consideration of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

     SECTION 4.03. Selection by Trustee of Securities to be Redeemed.

     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Securities of
such series not previously called for redemption, on a pro rata basis, by lot or
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions of the principal amount or
issue price of Securities of such series or a denomination equal to or larger
than the minimum authorized denomination for Securities of such series. Unless
otherwise provided by the terms of the Securities of any series the
denominations of the Securities so selected for partial redemption shall be, in
the case of Registered Securities, equal in value to $100,000 or an integral
multiple of $1,000 in excess thereof, or, in the case of Bearer Securities,
equal to $10,000 or $50,000, and the principal amount of any such Securities
which remains outstanding shall not be less than the minimum authorized
denomination for Securities of such series.

     The Trustee shall promptly notify the Company, the Trustee and the
Co-Security Registrar, if any, in writing of the Securities selected for
redemption and, in the case of any Security selected for partial redemption, the
principal amount or Maturity Consideration thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to

                                       36

<PAGE>

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

     SECTION 4.04. Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed at his address appearing in the
Security Register or, in the Bearer Securities, in the memo provided in Section
1.06.

     All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

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

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

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

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

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, on Company Request, by the Trustee in
the name and at the expense of the Company. The notice if mailed 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, a failure to give such
notice by mail or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security.

     SECTION 4.05. Deposit of Redemption Price.

     Prior to the opening of business on any Redemption Date, the Company shall
deposit or cause to be deposited with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 5.03) an amount of

                                       37

<PAGE>

money sufficient to pay the Redemption Price of all the Securities which are to
be redeemed on that date.

     SECTION 4.06. Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price) such Securities
shall cease to bear interest and the coupons for such interest appertaining to
any Bearer Securities so to be redeemed, except to the extent provided below,
shall be void. Upon surrender of any such Securities for redemption in
accordance with said notice, such Securities shall be paid by the Company at the
Redemption Price; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.01, only upon
presentation and surrender of coupons for such interest. Installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such on the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Section 3.07.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may required to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Bearer Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted from the
Company; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.01, only upon
presentation and surrender of those coupons.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by such Security, or as
otherwise provided in such Security.

     SECTION 4.07. Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at
the office or agency of the Company in a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder of such Security or his attorney duly

                                       38

<PAGE>

authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge
to the Holder, a new Security or Securities of the same series and Stated
Maturity of any authorized denominations as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

     SECTION 4.08. Redemption Suspended During Event of Default.

     The Trustee shall not redeem any Securities (unless all Securities then
Outstanding are to be redeemed) or commence the giving of any notice of
redemption of Securities during the continuance of any Event of Default known to
the Trustee, except that where the giving of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall, subject to the
provisions of Section 14.04, redeem such Securities, provided funds are
deposited with it for such purpose. Subject to the rights of the holders of
Senior Indebtedness, except as aforesaid, any moneys theretofore or thereafter
received by the Trustee shall, during the continuance of such Event of Default,
be held in trust for the benefit of the Securityholders and applied in the
manner set forth in Section 7.06; provided, however, that in case such Event of
Default shall have been waived as provided herein or otherwise cured, such
moneys shall thereafter be held and applied in accordance with the provisions of
this Article.

                                    ARTICLE V
                                    COVENANTS

     SECTION 5.01. Payment of Principal, Premium, if any, the Maturity
Consideration and Interest.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or deliver the principal of (and
premium, if any), Maturity Consideration and interest (if any) on the Securities
of such series and any additional amounts described in Section 5.04 in
accordance with the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 3.01 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable or
deliverable only outside the United States upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as
they severally mature. Any payment by the Company to a Paying Agent hereunder
shall be made in the applicable currency or currencies in which the respective
payments are required to be made.

     SECTION 5.02. Maintenance of Office or Agency.

     If Securities of a series are issuable only as Registered Securities, the
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment or delivered for Maturity Consideration, where Securities of that
series may be surrendered for registration of transfer or

                                       39

<PAGE>

exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and of any change in
the location, of such office or agency. If Securities of a series may be
issuable as Bearer Securities, the Company will maintain an office or agency
where any Securities of that series may be presented or surrendered for payment
(A) in the Borough of Manhattan, The City of New York, or (B) in Wilmington,
Delaware, (C) where any Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served, (D) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series pursuant to Section 5.04); provided, however, that if the Securities of
that series are listed on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in London or Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Securities of that series
are listed on such exchange, and (E) subject to any laws or regulations
applicable thereto, in a Place of Payment for such series located outside the
United States an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
in respect of any series of Securities or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, except that the
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 5.04) at the place
specified for the purpose as contemplated by Section 3.01, and the Company
hereby appoints the Trustee as its agent to receive such respective
presentations, surrenders, notices and demands (other than those with respect to
the Bearer Securities). Notwithstanding any other provisions, to the contrary,
the Company at its option may make payment of principal, (and premium if any)
and interest with respect to Registered Securities by check mailed to the
address of the Person entitled thereto, as such address appears on the registry
books of the Company.

     No payment or delivery of principal, premium, Maturity Consideration or
interest on Bearer Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States.

                                       40

<PAGE>

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes specified above in this Section and
may from time to time rescind such designations; provided, however, that no such
designation, appointment or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee for such series of any such designation or rescission and
of any change in the location of any such other office or agency. Unless and
until the Company rescinds such appointment, the Company hereby appoints the
Trustee, acting through its Corporate Trust Office, as its Paying Agent in The
City of New York or in The City of Wilmington, Delaware with respect to all
series of Securities having a Place of Payment in The City of New York or in The
City of Wilmington, Delaware.

     SECTION 5.03. Money or Other Property for Security Payments and Deliveries
to be Held in Trust.

     If the Company shall at any time act as its own Paying Agent for any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any), Maturity Consideration or interest on any of the Securities of
such series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum or other property sufficient to pay or deliver the principal (and
premium, if any), Maturity Consideration or interest so becoming due until such
sums or other property shall be paid or delivered to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
action or failure so to act. If the Company chooses to act as its own Paying
Agent, the Company shall notify the Trustee 15 Business Days prior to such
action.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to the opening of business on each due date of the
principal of (and premium, if any), Maturity Consideration or interest on any
Securities of such series, deposit with a Paying Agent a sum or other property
sufficient to pay or deliver the principal (and premium, if any), Maturity
Consideration or interest so becoming due, such sum or other property to be held
in trust for the benefit of the Persons entitled to such principal (and premium,
if any), Maturity Consideration or interest, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

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

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

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<PAGE>

          (ii) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of such series) in the making of any
     payment or delivery of principal (and premium, if any), Maturity
     Consideration or interest on the Securities of such series; and

          (iii) at any time during the continuance of any such Default, upon the
     written request of the Trustee, forthwith pay or deliver to the Trustee all
     sums or other property so held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay or deliver, or by
Company Order direct any Paying Agent to pay or deliver, to the Trustee all sums
or other property held in trust by the Company or such Paying Agent, such sums
or other property to be held by the Trustee upon the same trusts as those upon
which such sums or other property were held by the Company or such Paying Agent;
and upon such payment or delivery by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money or other property.

     Any money or other property deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment or delivery of the
principal of (and premium, if any), Maturity Consideration or interest in any
Security of any series and remaining unclaimed for two years after such
principal (and premium, if any), Maturity Consideration or interest has become
due and payable or deliverable shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be paid
or delivered to the Company on Company request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment or delivery thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money or other property, and all liability of
the Company as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such
repayment or delivery, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment, notice that such
money or other property remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money or other property then remaining will be
repaid or delivered to the Company.

     SECTION 5.04. Additional Amounts.

     If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of any series or any
coupon appertaining thereto additional amounts as provided therein. Whenever in
this Indenture there is mentioned, in any context, the payment of the principal
of (or premium, if any) or interest on, or in respect to, any Security of any
series or payment of any related coupon or the net proceeds received on the sale

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<PAGE>

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

     If the Securities of a series provided for the payment of additional
amounts, at least 15 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment or delivery of
principal (and premium, if any) or Maturity Consideration is made), and at least
15 days prior to each date of payment or delivery of principal of (and premium,
if any) or Maturity Consideration or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment or delivery of principal of (and premium, if any) or Maturity
Consideration or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
or deliveries to such Holders of Securities or coupons and the Company will pay
to the Trustee or such Paying Agent the additional amounts required by this
Section. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

     SECTION 5.05. Corporate Existence.

     Subject to Article Ten, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence,
and that of each Subsidiary and the rights (charter and statutory) and
franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Subsidiaries considered as a
whole and that the loss thereof is not disadvantageous in any material respect
to the Holders of Securities.

     SECTION 5.06. Maintenance of Properties.

     The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs,

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<PAGE>

renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation and maintenance of any of such properties, or
disposing of any of them if such discontinuance or disposal is, in the judgment
of the Company or of the Subsidiary concerned, desirable in the conduct to its
business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders of Securities.

     SECTION 5.07. 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 and the
Company shall have set aside on its books adequate reserves with respect thereto
(segregated to the extent required by generally accepted accounting principles).

     SECTION 5.08. Statement as to Compliance.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, commencing with the first calendar year following the issuance
of securities of any series under this Indenture, a brief certificate, which
need not comply with Section 1.02, signed by the principal executive officer,
the principal financial officer or the principal accounting officer of the
Company, covering the period from the date of issuance of such Securities to the
end of the calendar year in which such Securities were issued, in the case of
the first such certificate, and covering the preceding calendar year, in the
case of each subsequent certificate, stating, as to each signer thereof, that:

               (1) a review of the activities of the Company during such year
          and of performance under this Indenture has been made under his
          supervision, and

               (2) to the best of his knowledge, based on such review, (a) the
          Company has complied with all conditions and covenants on its part
          contained in this Indenture throughout such year, or, if there has
          been a Default by the Company in the performance, observance or
          fulfillment of any such condition or covenant, specifying each such
          Default known to him and the nature and status thereof, and (b) no
          event has occurred and is continuing which is, or after notice or
          lapse of time or both would become, an Event of Default, or, if such
          an event

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<PAGE>

          has occurred and is continuing, specifying each such event known to
          him and the nature and status thereof.

     For the purpose of this Section 5.08, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

     SECTION 5.09. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 5.05 to 5.07, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least 50% in principal amount, or if such Securities are not
payable at Maturity for a fixed principal amount, 50% of the aggregate issue
price of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company in respect of any such term, provision or condition shall remain
in full force and effect.

     SECTION 5.10. Calculation of Original Issue Discount.

     The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

     SECTION 5.11. Statement by Officers as to Default.

     The Company shall deliver to the Trustee, as soon as possible and in any
event within five days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

                                   ARTICLE VI
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 6.01. Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee for each
series,

                    (a) semiannually, not more than 15 days after each Regular
               Record Date, a list, in such form as the Trustee may reasonably
               require,

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<PAGE>

               containing the names and addresses of the Holders of Registered
               Securities as of such Regular Record Date, and

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

except that no such lists need to be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security Registrar for such
series.

     SECTION 6.02. Preservation of Information; Communications to Holders.

               (i) The Trustee shall preserve, in as current a form as is
     reasonably practicable, the names and addresses of Holders contained in the
     most recent list furnished to the Trustee as provided in Section 6.01 and
     the names and addresses of Holders of Securities received by the Trustee in
     its capacity as the Security Registrar or Co-Security Registrar, if so
     acting. The Trustee may destroy any list furnished to it as provided in
     Section 6.01 upon receipt of a new list so furnished.

               (ii) If three or more Holders of Securities of any series
     (hereinafter referred to as "applicants") apply in writing to the Trustee,
     and furnish to the Trustee reasonable proof that each such applicant has
     owned a Security of such series for a period of at least six months
     preceding the date of such application, and such application states that
     the applicants desire to communicate with other Holders of Securities of
     such series or with the Holders of all Securities with respect to their
     rights under this Indenture or under such Securities and is accompanied by
     a copy of the form of proxy or other communication which such applicants
     propose to transmit, then the Trustee shall, within five Business Days
     after the receipt of such application, at its election, either

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

                    (b) inform such applicants as to the approximate number of
               Holders of Securities of such series or all Securities, as the
               case may be, whose names and addresses appear in the information
               preserved at the time by the Trustee in accordance with Section
               6.02(i), and as to the approximate cost of mailing such Holders
               the form of proxy or other communication, if any, specified in
               such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of a Security of such series or all Holders of Securities,
as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 6.02(i), a

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<PAGE>

copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Securities of such series or all Securities, as the
case may be, or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders of Securities with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise, the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

               (iii) Every Holder of Securities, by receiving and holding the
     same, agrees with the Company and the Trustee that neither the Company nor
     the Trustee nor any agent of either of them shall be held accountable by
     reason of the disclosure of any such information as to the names and
     addresses of the Holders of Securities in accordance with Section 6.02(ii),
     regardless of the source from which such information was derived, and that
     the Trustee shall not be held accountable by reason of mailing any material
     pursuant to a request made under Section 6.02(ii).

     SECTION 6.03. Reports by Trustee.

               (i) The term "reporting date", as used in this Section, shall be
     May 15 of each year, commencing with the later of May 15, 20(.) or the
     first May 15 after the first issuance of Securities of a series for which
     the Trustee is acting as Trustee pursuant to this Indenture. Within 60 days
     after the reporting date in each year, the Trustee shall transmit by mail
     to all Holders of Registered Securities as provided in Section 313(c) of
     the Trust Indenture Act, as their names and addresses appear in the
     Security Register, a brief report dated as of such reporting date if
     required by Section 313(a) of the Trust Indenture Act.

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

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<PAGE>

     SECTION 6.04. Reports by the Company.

     The Company shall:

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

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

               (iii) transmit by all to Holders of Securities, as their names
     and addresses appear in the Security Register, within 30 days after the
     filing thereof with the Trustee, such summaries of any information,
     documents and reports required to be filed by the Company pursuant to
     Paragraphs (i) and (ii) of this Section as may be required by rules and
     regulations prescribed from time to time by the Commission.

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

                                   ARTICLE VII
                                    REMEDIES

     SECTION 7.01. Events of Default.

     "Event of Default," with respect to any series of Securities, wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any

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<PAGE>

judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless it is either inapplicable to a
particular series or it is specifically deleted or modified in the supplemental
indenture under which such series of Securities is issued or in the form of
Security for such series:

               (i) the entry of a decree or order by a court having jurisdiction
     in the premises granting relief in respect of the Company in an involuntary
     case under the Federal Bankruptcy Code, adjudging the Company a bankrupt,
     or approving as properly filed a petition seeking reorganization,
     arrangement, adjustment or composition of or in respect of the Company
     under the Federal Bankruptcy Code or any other applicable federal or state
     bankruptcy, insolvency or other similar law, or appointing a receiver,
     liquidator, custodian, assignee, trustee, sequestrator (or other similar
     official) of the Company or of substantially all of its properties, or
     ordering the winding up or liquidation of its affairs under any such law,
     and the continuance of any such decree or order unstayed and in effect for
     a period of 60 consecutive days; or

               (ii) the institution by the Company of proceedings to be
     adjudicated a bankrupt, or the consent by the Company to the institution of
     bankruptcy proceedings against it, or the filing by the Company of a
     petition or answer or consent seeking reorganization or relief under the
     Federal Bankruptcy Code or any other applicable federal or state
     bankruptcy, insolvency or other similar law, or the consent by the Company
     to the filing of any such petitioner to the appointment of a receiver,
     liquidator, custodian, assignee, trustee, sequestrator (or other similar
     official) of the Company, or of substantially all of its respective
     properties, under any such law; or

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

     SECTION 7.02. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to any series of Securities for which
there are Securities Outstanding occurs and is continuing, then, and in every
such case, the Trustee or the Holders of not less than 25% in principal amount
or, if such Securities are not payable at Maturity for a fixed principal amount,
25% of the aggregate issue price of the Outstanding Securities of such series
may declare the principal amount or Maturity Consideration of all of the
Securities of such series (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) to be immediately due and payable or
deliverable, by a notice in writing to the Company (and to the Trustee if given
by Securityholders), and upon any such declaration the same shall become
immediately due and payable or deliverable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money or other property due or deliverable has been obtained by
the Trustee as hereinafter in this Article

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<PAGE>

provided, the Holders of a majority in principal amount or, if such Securities
are not payable at Maturity for a fixed principal amount, the aggregate issue
price of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if,

                    (i) the Company has paid or deposited with, or delivered to,
     the Trustee a sum or other property sufficient to pay:

                         (a) all overdue installments of interest on all
                    Securities of such series,

                         (b) the principal of (and premium, if any), or Maturity
                    Consideration of any Securities of that series which have
                    become due otherwise than by such declaration of
                    acceleration and interest thereon at the rate or rates
                    prescribed therefor by the terms of the Securities of such
                    series,

                         (c) to the extent that payment of such interest is
                    lawful, interest upon overdue installments of interest at
                    the rate or rates prescribed therefor by the terms of the
                    Securities of such series, and

                         (d) all sums paid or advanced by the Trustee hereunder
                    and the reasonable compensation, expenses, disbursements and
                    advances of the Trustee, the Security Registrar, Co-Security
                    Registrar, any Paying Agent, and their agents and counsel;
                    and

                    (ii) all other Defaults with respect to Securities of that
     series, other than the non-payment of the principal of, or non-delivery of
     the Maturity Consideration of, Securities of that series which have become
     due solely by such declaration of acceleration, have been cured or waived
     as provided in Section 7.13.

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

     SECTION 7.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company covenants that if,

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

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<PAGE>

               (ii) default is made in the payment or delivery of the principal
     of (or premium, if any on), or the delivery of the Maturity Consideration
     of any Security of any series at the Maturity thereof,

the Company will, upon demand of the Trustee, pay or deliver to it, for the
benefit of the Holder of any such Security or coupon appertaining thereto, if
any, the whole amount or other property then due and payable or deliverable on
any such Security or coupon for principal (and premium, if any), Maturity
Consideration and interest, with interest on the overdue principal (and premium,
if any), Maturity Consideration and (to the extent that payment of such interest
shall be lawful) upon overdue installments of interest, at the rate or rates
prescribed therefor by the terms of any such Security; and, in addition thereto,
such further amount as shall be sufficient to cover the reasonable costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amounts due the Trustee under Section 8.07.

     If the Company fails to pay or deliver such amounts and/or other
consideration forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums or other property so due and unpaid or not delivered, and
may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon such Securities and collect
the moneys or other property adjudged or decreed to be payable or deliverable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated.

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

     SECTION 7.04. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, judgment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal or Maturity Consideration of the
Securities shall then be due and payable or deliverable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal (and
premium, if any), Maturity Consideration or interest) shall be entitled and
empowered (but shall have no duty), by intervention in such proceeding or
otherwise,

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<PAGE>

               (i) to file and prove a claim for the whole amount of principal
     (and premium, if any), Maturity Consideration and interest owing and unpaid
     or undelivered in respect of the Securities of each series and to file such
     other papers or documents as may be necessary or advisable in order to have
     the claims of the Trustee (including any claim for the reasonable
     compensation, expenses, disbursements and advances of the Trustee, its
     agents and counsel and any other amounts due the Trustee under Section
     8.07) and of the Securityholders allowed in such judicial proceeding, and

               (ii) to collect and receive any moneys or other property payable
     or deliverable on any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Securityholder to make such payments or deliveries to the Trustee, and in
the event that the Trustee shall consent to the making of such payments or
deliveries directly to the Securityholders, to pay to the Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder of a Security or
coupon in any such proceeding.

     SECTION 7.05. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or under the
Securities of any series or coupons (if any) appertaining thereto, may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities of such series or coupons appertaining thereto or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee under Section 8.07,
be for the ratable benefit of the Holders of the Securities of such series and
coupons appertaining thereto in respect of which such judgment has been
recovered.

     SECTION 7.06. Application of Money or Other Property Collected.

     Subject to the rights of holders of Senior Indebtedness, any money or other
property collected by the Trustee with respect to a series of Securities
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee, and, in case of the distribution of such money or
other property on account of principal (or premium, if any), Maturity
Consideration or interest upon presentation of the Securities of such series or
coupons

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<PAGE>

appertaining thereto, if any, or both, as the case may be, and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

     First: To the payment of all amounts due the Trustee under Section 8.07;

     Second: To the payment of the amounts then due and unpaid upon the
     Securities of such series and coupons for principal of (and premium if
     any), Maturity Consideration and interest, respectively. Subject to
     3.12(iv), the Holders of each series of Securities denominated in a Foreign
     Currency shall be entitled to receive a ratable portion of the amount
     determined by an Exchange Rate Agent by converting the principal amount
     Outstanding of such series of Securities in the currency in which such
     series of Securities is denominated into U.S. dollars at the Exchange Rate
     (as determined by the Exchange Rate Agent) as of the date of declaration of
     acceleration of the Maturity of the Securities (or, if there is no such
     rate on such date for the reasons specified in Section 3.12(iv), such rate
     of the date specified in such section); and

     Third: The balance, if any, to the persons entitled thereto.

     SECTION 7.07. Limitation on Suits.

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

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

               (ii) the Holders of not less than a majority in principal amount
     or, if such Securities are not payable at Maturity for a fixed principal
     amount, the aggregate issue price of the Outstanding Securities of such
     series shall have made written request to the Trustee to institute
     proceedings in respect of such Default in its own name as Trustee
     hereunder;

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

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

               (v) no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in principal amount or, if such Securities are not payable at Maturity for
     a fixed principal amount, the aggregate issue price of the Outstanding
     Securities of such series.

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<PAGE>

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

     The following events shall be "Defaults" with respect to any series of
Securities under this Indenture:

          (a) an Event of Default with respect to such series specified in
     Section 7.01; or

          (b) default in the payment of principal of or premium, if any, on any
     Securities of such series at its Maturity; or

          (c) default in the delivery or payment of Maturity Consideration when
     due; or

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

          (e) failure on the part of the Company to duly observe or perform any
     of the other covenants or agreements on its part in the Securities of such
     series or in this Indenture and continuance of such failure for a period of
     sixty days after the date on which written notice of such failure,
     requiring the Company to remedy the same and stating that such notice is a
     "Notice of Default" hereunder, shall have been given by registered mail to
     the Company by the Trustee, or to the Company and the Trustee by the
     holders of at least (.) in aggregate principal amount or, if such
     Securities are not payable at Maturity for a fixed principal amount, (.) of
     the aggregate issue price, of the Securities of such series at the time
     Outstanding; or

          (f) any other Default provided with respect to Securities of that
     Series.

     SECTION 7.08. Unconditional Right of Securityholders to Receive Principal,
Premium, Maturity Consideration and Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional, to
receive payment or delivery of the principal of (and premium, if any), Maturity
Consideration and (subject to Section 3.07) interest on such Security or payment
of such coupon on the respective Stated Maturity or

                                       54

<PAGE>

Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of such
payment or delivery, and such rights shall not be impaired without the consent
of such Holder.

     SECTION 7.09. Restoration of Rights and Remedies.

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

     SECTION 7.10. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, lost, destroyed or stolen Securities or coupons in the last paragraph
of Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 7.11. Delay or Omission Not Waiver.

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

     SECTION 7.12. Control by Securityholders.

     The Holders of not less than a majority in principal amount, or if such
Securities are not payable at Maturity for a fixed principal amount, the
aggregate issue price of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that:

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

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<PAGE>

               (ii) such direction is not unjustly prejudicial to the rights of
     Holders of such series not taking part in such direction;

               (iii) subject to the provisions of Section 8.01, the Trustee
     shall have the right to decline to follow any such direction if the
     Trustee, in good faith, shall by a Responsible Officer or Officers of the
     Trustee, determine that the proceeding so directed would involve the
     Trustees in personal liability; and

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

     SECTION 7.13. Waiver of Past Defaults.

     The Holders of not less than a majority in principal amount, or if such
Securities are not payable at Maturity for a fixed principal amount, the
aggregate issue price of the Outstanding Securities of any series may on behalf
of the Holders of all the Securities of such series waive any past Default
hereunder and its consequences, except a Default not theretofor cured:

               (i) in the payment or delivery of the principal of (and premium,
     if any), Maturity Consideration or interest on any Security of such series,
     or

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

     Upon any such waiver, such default shall cease to exist, and any Default or
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of the Securities of such series under this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

     SECTION 7.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the aggregate more than
10% in principal amount, or if such Securities are not payable at Maturity for a
fixed principal amount,

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<PAGE>

the aggregate issue price of the Outstanding Securities of any series, or to any
suit instituted by any Holder of Securities or coupons for the enforcement of
the payment of the principal of (and premium, if any), Maturity Consideration or
interest on any Security or payment of any coupon on or after the respective
Stated Maturities expressed in such Security or coupon (or, in the case of
redemption, on or after the Redemption Date).

     SECTION 7.15. Waiver of Stay or Extension Laws.

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

                                  ARTICLE VIII
                                   THE TRUSTEE

     SECTION 8.01. Certain Duties and Responsibilities.

               (i) Except during the continuance of a Default with respect to
     any series of Securities,

                    (a) the Trustee undertakes to perform such duties and only
               such duties as are specifically set forth in this Indenture and
               only with respect to series of Securities as to which it is
               Trustee, and no implied covenants or obligations shall be read
               into this Indenture against the Trustee; and

                    (b) in the absence of bad faith on its part, the Trustee may
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, upon certificates
               or opinions furnished to the Trustee and conforming to the
               requirements of this Indenture; 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 on their face they conform to the requirements of this
               Indenture.

               (ii) In case a Default has occurred and is continuing as to a
     series of Securities as to which it is Trustee, the Trustee shall exercise
     such of the rights and powers vested in it by this Indenture, and use the
     same degree of care and skill in their

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<PAGE>

     exercise, as a prudent person would exercise or use under the circumstances
     in the conduct of his or her own affairs.

               (iii) 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 Subsection (i) of this Section;

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

                    (c) the Trustee shall not be liable with respect to any
               action taken, suffered or omitted to be taken by it in good faith
               in accordance with the direction of the Holders of a majority in
               principal amount, or, if such Securities are not payable at
               Maturity for a fixed principal amount, the aggregate issue price
               of the Outstanding Securities of any 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
               Securities of such series.

               (iv) No provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

               (v) 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 Trustees shall be subject to the provisions of
     this Section.

     SECTION 8.02. Notice of Default.

     Within 90 days after the occurrence of any default hereunder actually known
by a Responsible Officer of the Trustee with respect to Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register notice of
such default hereunder, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), Maturity Consideration or interest on any
Security of such series, or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of

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<PAGE>

directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities of
such series; and provided further, that in the case of any default of the
character specified in Section 7.07(d) with respect to Securities of such
series, no such notice to Holders of Securities of such series shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "default" with respect to Securities of any series, means any
event which is, or after notice or lapse of time, or both, would become, a
Default or Event of Default with respect to Securities of such series.

     SECTION 8.03. Certain Rights of Trustee.

     Subject to the provisions of Section 8.01:

               (i) 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, other evidence of indebtedness or
     other paper or document believed to be genuine and to have been signed or
     presented by the proper party or parties;

               (ii) any request or direction of the Company mentioned herein
     shall be sufficiently evidenced by a Company Request or Company Order and
     any resolution of the Board of Directors of the Company may be sufficiently
     evidenced by a Board Resolution;

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

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

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

               (vi) the Trustee shall not be bound to make any investigation
     into the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of

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<PAGE>

     indebtedness or other paper or document, but the Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall be entitled to examine the
     books, records and premises of the Company, personally or by agent or
     attorney;

               (vii) 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 (including Paying Agents)
     or attorney appointed with due care by it hereunder;

               (viii) the Trustee shall not be liable for any action taken,
     suffered, or omitted to be taken 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;

               (ix) the Trustee shall not be deemed to have notice or knowledge
     of any Default or Event of Default unless a Responsible Officer of the
     Trustee has actual knowledge thereof or unless written notice of any event
     which is in fact such a default is received by the Trustee at the Corporate
     Trust Office of the Trustee, and such notice references the Securities and
     this Indenture; and

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

     SECTION 8.04. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof. The Trustee shall not be
responsible for the use or application of any monies received by any Paying
Agent other than the Trustee.

     SECTION 8.05. May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, the Security
Registrar, any Co-Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 8.08 and 8.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar, Co-Security Registrar or such other agent.

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     SECTION 8.06. Money or Other Property Held in Trust.

     Subject to Section 1.16, money or other property held by the Trustee or any
Paying Agent in trust hereunder need not be segregated from other funds or other
property except to the extent required by law. Neither the Trustee nor any
Paying Agent shall be under any liability for interest on any money or other
property received by it hereunder except as otherwise agreed in writing with the
Company.

     SECTION 8.07. Compensation and Reimbursement.

     The Company agrees:

               (i) to pay to each of the Trustee, any Co-Trustee, the Security
     Registrar, the Authenticity Agent any Co-Security Registrar and Paying
     Agent, as the case may be, from time to time such compensation as shall be
     agreed in writing between the Company and each of them (as applicable) for
     all services rendered by them hereunder (which compensation shall not be
     limited by any provisions of law in regard to the compensation of a trustee
     of an express trust);

               (ii) to pay to or to reimburse each of the Trustee, any
     Co-Trustee, the Security Registrar, the Authenticity Agent any Co-Security
     Registrar and any Paying Agent, as the case may be, upon their request for
     all reasonable expenses, disbursements and advances incurred or made by any
     one of them in accordance with any provision of this Indenture (including
     the reasonable compensation and the expenses and disbursements of their
     agents and counsel), except any such expense, disbursement or advance as
     may be attributable to their negligence or bad faith; and

               (iii) to indemnify each of the Trustee, any Co-Trustee, the
     Security Registrar, the Authenticity Agent any Co-Security Registrar and
     any Paying Agent, and any predecessor of each of them as the case may be,
     for, and to hold each of them harmless against any and all loss, liability,
     damage, claim or expense, including taxes (other than taxes based on the
     income of each of them) incurred without negligence or bad faith on the
     part of such entity, arising out of or in connection with the acceptance or
     administration of the trust or trusts hereunder, including the costs and
     expenses of defending themselves against any claim (whether asserted by the
     Company, a Holder or any other Person) or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.

     As security for the performance of the obligations of the Company pursuant
to this Section 8.07, the Company and the Holders agree that the Trustee for the
Securities of any series shall have a lien prior to the Securities of all such
series upon all property and funds held or collected by the Trustee as such. The
claims of the Trustee under this Section shall not be subject to the provisions
of Article Fourteen.

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<PAGE>

     The obligations of the Company under this Section shall survive the
resignation and removal of the Trustee and the satisfaction and discharge of
this Indenture.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 7.01(i) or Section 7.01(ii), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

     SECTION 8.08. Disqualification; Conflicting Interests.

     The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act during
the period of time provided for therein. In determining whether the Trustee has
a conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series.

     Nothing herein shall prevent the Trustee from filing with the Securities
and Exchange Commission the application referred to in the second to last
paragraph of Section 310(b) of the Trust Indenture Act.

     SECTION 8.09. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee with respect to each series of
Securities hereunder which shall at all times be either:

               (i) a Corporation organized and doing business under the laws of
     the United States of America, any State thereof or the District of
     Columbia, authorized under such laws to exercise corporate trust powers and
     subject to supervision or examination by federal, state or District of
     Columbia authority; or

               (ii) a Corporation or other Person organized and doing business
     under the laws of a foreign government that is permitted to act as Trustee
     pursuant to a rule, regulation or order of the Commission, authorized under
     such laws to exercise corporate trust powers, and subject to supervision or
     examination by authority of such foreign government or a political
     subdivision thereof substantially equivalent to supervision or examination
     applicable to United States institutional trustees, in either case having a
     combined capital and surplus of at least $50,000,000.

     If such Corporation or national banking association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Corporation or national
banking association shall be deemed to be its combined capital and

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<PAGE>

surplus as set forth in its most recent report of condition so published.
Neither the Company nor any person directly or indirectly controlling,
controlled by, or under common control with the Company shall serve as trustee
for the Securities of any series issued hereunder. If at any time the Trustee
with respect to any series of Securities shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     SECTION 8.10. Resignation and Removal; Appointment of Successor.

               (i) No resignation or removal of the Trustee and no appointment
     of a successor Trustee pursuant to this Article shall become effective
     until the acceptance of appointment by the successor Trustee in accordance
     with the applicable requirements of Section 8.11.

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

               (iii) The Trustee may be removed with respect to any series of
     Securities at any time by Act of the Holders of a majority in principal
     amount of the Outstanding Securities of such series, delivered to the
     Trustee and to the Company. If an instrument of acceptance by a successor
     Trustee shall not have been delivered to the Trustee within 30 days after
     the giving of such notice of removal, the Trustee being removed may
     petition, at the expense of the Company, any court of competent
     jurisdiction for the appointment of a successor Trustee with respect to the
     Securities of such series.

               (iv) If at any time:

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

                    (b) the Trustee shall cease to be eligible under Section
               8.09 with respect to any series of Securities and shall fail to
               resign after written request therefor by the Company or by any
               Holder of Securities of such series; or

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<PAGE>

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

then, in any such case, (1) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (2) subject to Section 7.14, any
Securityholder who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

               (v) If the Trustee shall resign, be removed or become incapable
     of acting with respect to any series of Securities, or if a vacancy shall
     occur in the office of Trustee with respect to any series of Securities for
     any cause, the Company, by a Board Resolution, shall promptly appoint a
     successor Trustee or Trustees with respect to the Securities of that or
     those series (it being understood that any such successor Trustee may be
     appointed with respect to the Securities of one or more or all of such
     series and that at any time there shall be only one Trustee with respect to
     other Securities of any particular series) and shall comply with the
     applicable requirements of Section 8.11. If, within one year after such
     resignation, removal or incapability, or the occurrence of such vacancy, a
     successor Trustee with respect to such series of Securities shall be
     appointed by the Act of the Holders of a majority in principal amount of
     the Outstanding Securities of such series delivered to the Company and the
     retiring Trustee with respect to such series, the successor Trustee so
     appointed shall, forthwith upon its acceptance of such appointment in
     accordance with the applicable requirements of Section 8.11, become the
     successor Trustee with respect to such series and to that extent supersede
     the successor Trustee appointed by the Company with respect to such series.
     If no successor Trustee with respect to such series shall have been so
     appointed by the Company or the Holders of Securities of such series and
     accepted appointment in the manner hereinafter provided, any Securityholder
     who has been a bona fide Holder of a Security of such series for at least
     six months may, on behalf of himself and all others similarly situated,
     petition any court of competent jurisdiction for the appointment of a
     successor Trustee with respect to such series.

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

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     SECTION 8.11. Acceptance of Appointment by Successor.

               (i) In the case of the appointment hereunder of a successor
     Trustee with respect to any series of Securities, every such successor
     Trustee so appointed shall execute, acknowledge and deliver to the Company
     and to the retiring Trustee or Trustees an instrument accepting such
     appointment and thereupon the resignation or removal of the retiring
     Trustee or Trustees shall become effective with respect to all or any
     series as to which it is resigning as Trustee, and such successor Trustee,
     without any further act, deed, or conveyance, shall become vested with all
     the rights, powers, trusts and duties of the retiring Trustee or Trustees
     with respect to all or any such series; but, on the request of the Company
     or such successor Trustee, such retiring Trustee or Trustees shall upon
     payment of its charges and all amounts owing under Section 8.07, execute
     and deliver an instrument transferring to such successor Trustee all the
     rights, powers and trusts of such retiring Trustee or Trustees with respect
     to all or any such series; and shall duly assign, transfer and deliver to
     such successor Trustee all property and money held by such retiring Trustee
     or Trustees hereunder with respect to all or any such series.

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

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     vested with all the rights, powers, trusts and duties of the retiring
     Trustee with respect to the Securities of that or those series to which the
     appointment of such successor Trustee relates; but, on request to the
     Company or any successor Trustee, such retiring Trustee shall duly assign,
     transfer and deliver to such successor Trustee, to the extent contemplated
     by such supplemental indenture, all property and money held by such
     retiring Trustee hereunder with respect to the Securities of that or those
     series to which the appointment of such successor Trustee relates.

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

               (iv) No successor Trustee with respect to a series of Securities
     shall accept its appointment unless at the time of such acceptance such
     successor Trustee shall be qualified and eligible with respect to such
     series under this Article.

     SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business
of Trustee.

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

     SECTION 8.13. Preferential Collection of Claims against Company.

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act
with respect to each series of Securities for which it is Trustee.

     SECTION 8.14. Appointment of Authenticating Agent.

     At any time when any of the Securities of any series remain Outstanding the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities, which may include any Affiliate of the Company. Such
Authenticating Agent or Agents, at the option of the Trustee, shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption

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thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by a
Trustee or the Trustee's certificate of authentication or the delivery of
Securities to the Trustee for authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent, a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent and delivery of Securities to the
Authenticating Agent on behalf of the Trustee. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation or national
banking association organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus as most recently reported or determined by it sufficient under the laws
of any jurisdiction under which it is organized and in which it is doing
business to conduct a trust business, and which is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by federal or state authority. Notwithstanding the foregoing, an Authenticating
Agent located outside the United States may be appointed by the Trustee if
previously approved in writing by the Company and if such Authenticating Agent
has a combined capital and surplus as most recently reported or determined by it
sufficient under the laws of any jurisdiction under which it is organized and in
which it is doing business to conduct a trust business. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     Any corporation or national banking association into which an
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation or national banking association resulting from
any merger, conversion or consolidation to which such Authenticating Agent shall
be a party, or any corporation or national banking association succeeding to all
or substantially all of the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation or national banking association shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time (and upon
request by the Company shall) terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its

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predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

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

     The provisions of Sections 3.08, 8.04, 8.05 and 8.07 shall be applicable to
each Authenticating Agent.

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

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

                                 WILMINGTON TRUST COMPANY, not in its individual
                                 capacity but solely as Trustee


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

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                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

     SECTION 9.01. Supplemental Indentures Without Consent of Securityholders.

     Without notice to or the consent of any Holder of any Security or coupon,
the Company, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

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

               (ii) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to one or more series of
     Securities and to add to or change the provisions of this Indenture as
     shall be necessary to provide for or facilitate the administration of the
     trusts hereunder by more than one Trustee, pursuant to Section 8.11; or

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

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

               (v) to add any additional Defaults or Events of Default with
     respect to all or any series of the Securities (and, if such Default or
     Event of Default is applicable to less than all series of Securities,
     specifying the series to which such Default or Event of Default is
     applicable); or

               (vi) to add to or change any of the provisions of this Indenture
     to provide that Bearer Securities may be registerable as to principal, to
     change or eliminate any restrictions on the payment of principal of (or
     premium, if any), Maturity Consideration or any interest on Bearer
     Securities, to permit Bearer Securities to be issued in exchange for
     Registered Securities, to permit Bearer Securities to be issued in exchange
     for Bearer Securities of other authorized denominations or to permit the
     issuance of Securities in uncertificated form, provided any such action
     shall not

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     adversely affect the interests of the Holders of Securities of any series
     or any related coupons in any material respect; or

               (vii) to change or eliminate any of the provisions of this
     Indenture, provided that, any such change or elimination shall become
     effective only when there is no Security Outstanding of any series created
     prior to the execution of such supplemental indenture which is adversely
     affected by such change in or elimination of such provisions; or

               (viii) to establish the form or terms of a Security of any series
     as permitted by Sections 2.01 and 3.01; or

               (ix) to convey, transfer, assign, mortgage or pledge any property
     to or with the Trustee; or

               (x) to provide for conversion rights of the Holders of the
     Securities of any series to enable such Holders to convert such Securities
     into other securities of the Company.

     SECTION 9.02. Supplemental Indentures With Consent of Securityholders.

     With the consent of the Holders of not less than a majority in principal
amount, or if such Securities are not payable at Maturity for a fixed principal
amount, a majority of the aggregate issue price of the Outstanding Securities of
all series affected by such supplemental indenture or indentures (acting as one
class), by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purposes of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of each such series and any related coupons under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holders of each Outstanding Security affected thereby:

               (i) change the Stated Maturity of the principal of, or the Stated
     Maturity of any installment of principal of or interest (or premium, if
     any) or any Maturity Consideration, on any Outstanding Security, or reduce
     the principal amount or Maturity Consideration thereof (or premium, if any,
     thereon) or the rate of interest thereon, or change the obligation of the
     Company to pay additional amounts pursuant to Section 5.04 (except as
     contemplated by Section 10.01(i) and permitted by Section 9.01), or reduce
     the amount of the principal of an Original Issue Discount Security that
     would be due and payable or deliverable upon a declaration of acceleration
     of the Maturity thereof pursuant to Section 7.02, or change the method of
     calculating interest thereon or the Place of Payment where, or the coin or
     currency unit or other property in which any Outstanding Security (or
     premium, if any, thereon) or the interest therefor is

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     payable or deliverable or impair the right to institute suit for the
     enforcement of any such payment or delivery on or after the Stated Maturity
     thereof (or, in the case of redemption, on or after the Redemption Date);
     or

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

               (iii) change any obligations of the Company to maintain an office
     or agency in the places and for the purposes specified in Section 5.02; or

               (iv) make any change relating to the subordination of the
     Securities in a manner adverse to the Holders of such Securities; or

               (v) make any change relating to the subordination of the
     Securities in a manner adverse to holders of Senior Indebtedness unless the
     holders of such Senior Indebtedness consent to such change under the terms
     of such Senior Indebtedness; or

               (vi) modify any of the provisions of this Section or Section
     7.13, except to increase any such percentage or to provide that certain
     other provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Security affected thereby;
     provided, however, that this clause shall not be deemed to require the
     consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 5.09 or the
     deletion of this proviso, in accordance with the requirements of Sections
     8.11(ii) and 9.01(ii).

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

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

     SECTION 9.03. Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
in addition to the documents required by Section 1.02, and (subject to Section
8.01) shall be fully protected in relying upon, an Opinion of Counsel stating

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<PAGE>

that the execution of such supplemental indenture is authorized or permitted by
and complies with this Indenture and has been duly authorized, executed and
delivered and is enforceable in accordance with its terms. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, liabilities, duties or immunities under this
Indenture or otherwise.

     SECTION 9.04. Effect of Supplemental Indentures.

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

     SECTION 9.05. Conformity with Trust Indenture Act.

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

     SECTION 9.06. Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

     SECTION 10.01. Company May Consolidate, etc., Only on Certain Terms.

     The Company shall not consolidate with or merge into any other corporation
or convey or transfer its properties and assets substantially as an entirety to
any Person, unless:

               (i) the corporation formed by such consolidation or into which
     the Company is merged or the Person which acquires by conveyance or
     transfer or which leases the properties and assets of the Company
     substantially as an entirety shall be a corporation organized and existing
     under the laws of the United States of America, any State thereof or the
     District of Columbia and shall expressly assume, by an indenture
     supplemental hereto, executed and delivered to the Trustee, in form
     satisfactory to the Trustee, the due and punctual payment or delivery of
     the principal of (and premium, if any), Maturity Consideration and interest
     on (including all additional amounts, if any,

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<PAGE>

     payable pursuant to Section 5.04) all the Securities and the performance of
     every covenant of this Indenture on the part of the Company to be performed
     or observed;

               (ii) immediately after giving effect to such transaction, no
     Default, and no event which, after notice or lapse of time, or both, would
     become a Default, shall have happened and be continuing; and

               (iii) the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel each stating that such consolidation,
     merger, conveyance or transfer and such supplemental indenture comply with
     this Article and that all conditions precedent herein provided for relating
     to such transaction have been complied with;

provided, that, the provisions of this Section 10.01 may be changed as to any
series of Securities if and to the extent provided in an Officer's Certificate
delivered pursuant to Section 3.01 establishing the terms of such series of
Securities.

     SECTION 10.02. Successor Corporation Substituted.

     Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of the Company substantially as an entirety in accordance
with Section 10.01, the successor corporation formed by such consolidation or
into which the Company is merged or to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein. In the event of any such
conveyance or transfer, the Company as the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and may be
dissolved, wound up and liquidated at any time thereafter.

     Such successor corporation may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication pursuant to such
provisions and any Securities which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee on its behalf for the purpose
pursuant to such provisions. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

     In case of any such consolidation, merger, sale or conveyance, such changes
in phraseology and form may be made in the Securities thereafter to be issued as
may be appropriate.

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                                   ARTICLE XI
                           SATISFACTION AND DISCHARGE

     SECTION 11.01. Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and rights to receive payments thereon
and any right to receive additional amounts, as provided in Section 5.04), and
each Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
when,

               (i) either,

                    (a) all Securities theretofore authenticated and delivered
               (other than (1) coupons appertaining to Bearer Securities
               surrendered for exchange for Registered Securities and maturing
               after such exchange, whose surrender is not required or has not
               been waived as provided in Section 3.05, (2) coupons appertaining
               to Bearer Securities called for redemption and maturing after the
               relevant Redemption Date, whose surrender has been waived as
               provided in Section 4.07, (3) Securities and coupons which have
               been destroyed, lost or stolen and which have been replaced or
               paid as provided in Section 3.06, and (4) Securities for whose
               payment money has theretofore been deposited in trust or
               segregated and held in trust by the Company and thereafter repaid
               to the Company or discharged from such trust, as provided in
               Section 5.03) have been delivered to the Trustee for
               cancellation; or

                    (b) all such Securities not theretofore delivered to the
               Trustee for cancellation:

                         (1) have become due and payable, or

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

                         (3) are to be called for redemption within one year
                    under arrangements satisfactory to the Trustee for the
                    giving of notice of redemption by the Trustee in the name,
                    and at the expense, of the Company, and the Company, in the
                    case of (b)(1), (2) or (3) above, has deposited or caused to
                    be deposited with the Trustee, as trust funds in trust for
                    the purpose, an amount (said

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<PAGE>

                    amount to be immediately due and payable to the Holders)
                    sufficient to pay and discharge the entire indebtedness on
                    such Securities and coupons of the relevant series not
                    theretofore delivered to the Trustee for cancellation, for
                    principal (and premium, if any) and interest to the date of
                    such deposit (in the case of Securities which have become
                    due and payable), or to the Stated Maturity or Redemption
                    Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 8.07, the obligations of
the Company to any Authenticating Agent under Section 8.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (i) of
this Section, the obligations of the Trustee under Section 11.02 and the last
paragraph of Section 5.03 shall survive such satisfaction and discharge. The
Trustee may give notice to the Holders of Securities Outstanding of the
immediate availability of the amount referred to in Clause (i) of this Section
11.01. Funds held pursuant to this Section shall not be subject to the
provisions of Article Fourteen.

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

     SECTION 11.02. Application of Trust Money or Property.

     Subject to the provisions of the last paragraph of Section 5.03, all money
or property deposited with the Trustee pursuant to Section 11.01 in respect of
Securities of a series shall be held in trust and applied by it, in accordance
with the provisions of such Securities, the coupons, if any, and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent), as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any), Maturity
Consideration and interest for whose payment such money has been deposited with
the Trustee; unless otherwise specified herein, such money need not be
segregated from other funds except to the extent required by law.

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                                   ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     SECTION 12.01. Exemption from Individual Liability.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security or coupon, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations of the Company, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors, as such, of the Company or of any successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or coupons or implied
therefrom; and that any and all such personal liability, either at common law or
in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director, as
such, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or coupons or implied therefrom, are
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of the Securities.

                                  ARTICLE XIII
                                  SINKING FUNDS

     SECTION 13.01. Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 13.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

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     SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.

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

     SECTION 13.03. Redemption of Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee and the Security
Registrar an Officers' Certificate specifying (i) the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, (ii)
the portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 13.02 (such Security to be
credited, or proof of ownership thereof by the Company satisfactory to the
Trustee, to be delivered together with the Officers' Certificate), and (iii)
that none of such Securities has theretofore been so credited and stating the
basis for such credit, and will also deliver to the Trustee any Securities to be
so delivered. Not less than 30 days before each sinking fund payment date, the
[Security Registrar] shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 4.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 4.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 4.06 and 4.07 and subject to the limitations set
forth in Section 4.08.

                                   ARTICLE XIV
                                  SUBORDINATION

     SECTION 14.01. Agreement to Subordinate.

     The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of a Security by his acceptance thereof, likewise covenants and
agrees, that the payment or delivery of the principal of and premium, if any,
Maturity Consideration and interest on each and all of the Securities is hereby
expressly subordinated, to the extent and in the manner

                                       77

<PAGE>

hereinafter set forth, in right of payment or delivery to the prior payment or
satisfaction in full of all Senior Indebtedness.

     SECTION 14.02. Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities.

          (a) Upon any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company, whether
in bankruptcy, insolvency, reorganization or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Company or otherwise (subject to the power of a court of
competent jurisdiction to make other equitable provision reflecting the rights
conferred in this Indenture upon the Senior Indebtedness and the holders thereof
with respect to the Securities and the Holders thereof by a lawful plan of
reorganization under applicable bankruptcy law),

               (i) the holders of all Senior Indebtedness shall first be
     entitled to receive payment or delivery in full in accordance with the
     terms of such Senior Indebtedness of the principal thereof, premium, if
     any, Maturity Consideration and the interest due thereon (including
     interest accruing subsequent to the commencement of any proceeding for the
     bankruptcy or reorganization of the Company under any applicable
     bankruptcy, insolvency, or similar law now or hereafter in effect) before
     the Holders of the Securities are entitled to receive any payment or
     delivery upon the principal of or premium, if any, Maturity Consideration
     or interest on indebtedness evidenced by the Securities;

               (ii) any payment or distribution of assets of the Company of any
     kind or character, whether in cash, property or securities, to which the
     Holders of the Securities or the Trustee would be entitled except for the
     provisions of this Article Fourteen, including any such payment or
     distribution which may be payable or deliverable by reason of the payment
     of any other indebtedness of the Company being subordinated to the payment
     of the Securities, shall be paid by the liquidating trustee or agent or
     other person making such payment or distribution, whether a trustee in
     bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
     holders of Senior Indebtedness or their representative or representatives
     or to the trustee or trustees under any indenture under which any
     instruments evidencing any of such Senior Indebtedness may have been
     issued, in accordance with the priorities then existing among holders of
     Senior Indebtedness for payment of the aggregate amounts remaining unpaid
     on account of the principal of and premium, if any, and interest (including
     interest accruing subsequent to the commencement of any proceeding for the
     bankruptcy or reorganization of the Company under any applicable
     bankruptcy, insolvency, or similar law now or hereafter in effect) on the
     Senior Indebtedness held or represented by each, to the extent necessary to
     make payment in full of all Senior Indebtedness remaining unpaid, after
     giving effect to any concurrent payment or distribution to the holders of
     such Senior Indebtedness; it being understood that if the Holders of
     Securities

                                       78

<PAGE>

     shall fail to file a proper claim in the form required by any proceeding
     referred to in this subparagraph (ii) prior to thirty days before the
     expiration of the time to file such claim or claims, then the holders of
     Senior Indebtedness are hereby authorized to file an appropriate claim or
     claims for and on behalf of the Holders of Securities in the form required
     in any such proceeding; and

               (iii) in the event that, notwithstanding the foregoing, any
     payment or distribution of assets of the Company of any kind or character,
     whether in cash, property or securities, including any such payment or
     distribution which may be payable or deliverable by reason of the payment
     of any other indebtedness of the Company being subordinate to the payment
     of the Securities, shall be received by the Trustee or Holders of the
     Securities before all Senior Indebtedness is paid in full, such payment or
     distribution shall be held for the benefit of and shall be paid over to the
     Holders of such Senior Indebtedness or their representative or
     representatives or to the trustee or trustees under any indenture under
     which any instruments evidencing any of such Senior Indebtedness may have
     been issued, as aforesaid, for application to the payment of all Senior
     Indebtedness remaining unpaid until all such Senior Indebtedness shall have
     been paid in full, after giving effect to any concurrent payment or
     distribution (or provision thereof) to the holders of such Senior
     Indebtedness.

          (b) Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated (equally and ratably with the
holders of all indebtedness of the Company which by its express terms is
subordinated to indebtedness of the Company to substantially the same extent as
the Securities are subordinated and is entitled to like rights of subordination)
to the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Indebtedness until the principal of and premium, if any, Maturity
Consideration and interest on the Securities shall be paid in full and no such
payments or distributions to holders of such Senior Indebtedness to which the
Holders of the Securities would be entitled except for the provisions hereof of
cash, property or securities otherwise distributable to the Senior Indebtedness
shall, as between the Company, its creditors, other than the holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness.

          (c) It is understood that the provisions of this Article Fourteen are
intended solely for the purpose of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of Senior Indebtedness, on
the other hand. Nothing contained in this Article Fourteen or elsewhere in this
Indenture or in the Securities is intended to or shall (i) impair, as between
the Company, and the Holders of the Securities, the obligation of the Company,
which is unconditional and absolute (and which, subject to the rights under this
Article Fourteen of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
Holders of the Securities the principal of, premium, if any, Maturity
Consideration and interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company

                                       79

<PAGE>

under any applicable bankruptcy, insolvency or similar law now or hereafter in
effect) on the Securities as and when the same shall become due and payable in
accordance with their terms, (ii) affect the relative rights of the Holders of
the Securities and creditors of the Company, other than the holders of the
Senior Indebtedness, (iii) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon Default
under this Indenture, subject to the rights, if any, under this Article Fourteen
of the holders of Senior Indebtedness and under Section 14.10 of Entitled
Persons, in respect of cash, property or securities of the Company received upon
the exercise of any such remedy or (iv) prevent the application by the Trustee
or any Paying Agent of any moneys deposited with it hereunder to the payment of
or on account of the principal of or premium, if any, Maturity Consideration or
interest on the Securities or prevent the receipt by the Trustee or any Paying
Agent of such moneys, if, prior to the second Business Day prior to such
deposit, the Trustee or such Paying Agent did not have written notice, in
accordance with Section 14.06 hereof, of any event prohibiting the making of
such deposit by the Company and the Trustee shall not be affected by any notice
which may be received by it on or after such second Business Day.

          (d) Upon any payment or distribution of assets of the Company referred
to in this Article Fourteen, the Trustee, subject to the provisions of Section
8.01, and the Holders of the Securities shall be entitled to rely upon any order
or decree of a court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending or upon a
certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or to the Holders of the Securities for the purpose
of ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the 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 Fourteen. In
the absence of any such liquidating trustee, agent or other person or any
certification by any such person, the Trustee shall be entitled to rely upon a
written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee or representative on behalf of such holder) as
evidence that such Person is a holder of Senior Indebtedness (or is such a
trustee or representative). In the event that the Trustee determines, in good
faith, that further evidence is required with respect to the right of any
Person, as a holder of Senior Indebtedness, to participate in any payment or
distribution pursuant to this Section, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness or Other Financial Obligations held by such Person, as to
the extent to which such Person is entitled to participation in such payment or
distribution, and as to other facts pertinent to the rights of such Person under
this Section, 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.

          (e) With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Indenture, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee, however, shall not be
deemed to owe any fiduciary duty to the holders of Senior

                                       80

<PAGE>

Indebtedness or any Entitled Person, and shall not be liable to any such holders
if it shall mistakenly pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article Fourteen.

     SECTION 14.03. Payments on Securities Prohibited During Event of Default
Under Senior Indebtedness.

     In the event and during the continuation of any Default in the payment of
principal of, or premium, if any, or interest on, any Senior Indebtedness beyond
any applicable period of grace, or in the event that any Event of Default with
respect to any Senior Indebtedness shall have occurred and be continuing, or
would occur as a result of the payment referred to hereinafter, permitting the
holders of such Senior Indebtedness (or a trustee on behalf of the holders
thereof) to accelerate the maturity thereof, then, unless and until such Default
or Event of Default shall have been cured or waived or shall have ceased to
exist, no payment or delivery of principal of, or premium, Maturity
Consideration or interest on the Securities, or in respect of any redemption,
retirement, purchase or other acquisition of any of the Securities, shall be
made by the Company.

     SECTION 14.04. Reserved.

     SECTION 14.05. Authorization of Holders to Trustee to Effect Subordination.

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

     SECTION 14.06. Notice to Trustee.

     Notwithstanding the provisions of this Article or any other provisions of
the Indenture, neither the Trustee nor any Paying Agent shall be charged with
knowledge of the existence of any Senior Indebtedness or of any event which
would prohibit the making of any payment of moneys to or by the Trustee or such
Paying Agent, unless and until a Responsible Officer of the Trustee or such
Paying Agent shall have received written notice thereof from the Company or from
the holder of any Senior Indebtedness or from the representative of any such
holder and prior to receipt of any such written notice the Trustee shall be
entitled to assume that no such indebtedness or event exists; provided, however,
that if a Responsible Officer of the Trustee shall not have received, at least
three Business Days prior to the date upon which by the terms hereof any such
money may become payable for any purpose (including, without limitation, the
payment of the principal, issue price, accrued original issue discount,
redemption price or interest, if any, as the case may be, in respect of any
Security), the notice with respect to such money provided for in this Section
14.06, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to

                                       81

<PAGE>

apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

     Subject to the provisions of Section 8.01, the Trustee shall be entitled to
conclusively rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Indebtedness (or a trustee or
agent on behalf of such holder) to establish that such notice has been given by
a holder of Senior Indebtedness (or a trustee or agent on behalf of any such
holder). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, the extent to which such person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment which it may be required to make for the benefit
of such person pursuant to the terms of this Indenture pending judicial
determination as to the rights of such person to receive such payment.

     SECTION 14.07. Right of Trustee to Hold Senior Indebtedness.

     The Trustee shall be entitled to all of the rights set forth in this
Article in respect of any Senior Indebtedness at any time held by it in its
individual capacity to the same extent as any other holder of such Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.

     SECTION 14.08. Article Fourteen Not to Prevent Defaults or Events of
Default.

     The failure to make a payment pursuant to the Securities by reason of any
provision in this Article shall not be construed as preventing the occurrence of
a Default or an Event of Default.

     SECTION 14.09. Trustee Compensation, Etc. Not Prejudiced.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee pursuant to Section 8.07 or to funds held by the Trustee pursuant to
Section 11.01.

                                   ARTICLE XV
                                  MISCELLANEOUS

     SECTION 15.01. Counterparts.

     This Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original; but all such counterparts shall
together constitute but one and the same instrument.

                                       82

<PAGE>

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

                                            NEW YORK COMMUNITY BANCORP, INC.


                                            By:
                                                --------------------------------
                                            Title:


                                            WILMINGTON TRUST COMPANY, as Trustee


                                            By:
                                                --------------------------------
                                            Title:

                                       83

<PAGE>

                                    EXHIBIT A
                       FORM OF CERTIFICATE TO BE GIVEN BY
                     PERSON ENTITLED TO RECEIVE BEARER NOTE
                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

     This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States person, or, if a beneficial interest
in the Securities is being acquired by or on behalf of a United States person,
that such United States person is a financial institution within the meaning of
Section 1.165-12(c)(1)(v) of the United States Treasury regulations which agrees
to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder. If
the undersigned is a dealer, the undersigned agrees to obtain a similar
certificate from each person entitled to delivery of any of the above-captioned
Securities in bearer form purchased from it; provided, however, that, if the
undersigned has actual knowledge that the information contained in such a
certificate is false, the undersigned will not deliver a Security in temporary
or definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the undersigned.

     As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, and "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.

     We undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned
Securities in bearer form as to all of such Securities.

     We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

Dated:                       , 20
       ----------------------    --

                            [Name of Person Entitled to Receive Bearer Security]


                            ----------------------------------------------------
                            (Authorized Signatory)

<PAGE>

                                    EXHIBIT B

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
                 CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF
                      A PORTION OF A TEMPORARY GLOBAL NOTE
                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

     This is to certify with respect to $              principal amount of the
                                         -------------
above-captioned Securities (i) that we have received from each of the persons
appearing in our records as persons entitled to a portion of such principal
amount (our "Qualified Account Holders") a certificate with respect to such
portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificates.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.

Dated:                       , 20
      -----------------------    --

[To be dated no earlier than the Exchange Date]

                        [Euroclear Bank, S.A./N.V., as Operator of the Euroclear
                        System] [Clearstream Banking, S.A.]


                        By:
                           -----------------------------------------------------

<PAGE>

                                    EXHIBIT C
                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
            CLEARSTREAM TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
                                   CERTIFICATE

             [Insert title or sufficient description of Securities]

     This is to certify that, as of the Interest Payment Date on [Insert Date],
the undersigned, which is a holder of an interest in the temporary global
Security representing the above Securities, is not a United States person.

     As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source, and "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.

     We confirm that the interest payable on such Interest Payment Date will be
paid to each of the persons appearing in our records as being entitled to
interest to be paid on the above date from whom we have received a written
certification dated not earlier than 15 days prior to such Interest Payment date
to the effect that the beneficial owner of such portion with respect to which
interest is to be paid on such date either is not a United States person or is a
United States person which is a financial institution which has provided an
Internal Revenue Service Form W-9 or is an exempt recipient as defined in United
States Treasury Regulations ss. 1.6049-4(c)(1)(ii). We undertake to retain
certificates received from our member organizations in connection herewith for
four years from the end of the calendar year in which such certificates are
received.

<PAGE>

                                    EXHIBIT D
             FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS TO
                    OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
                                   CERTIFICATE

             [Insert title or sufficient description of Securities]

     This is to certify that as of the date hereof, no portion of the temporary
global Security representing the above-captioned Securities and held by you for
our account is beneficially owned by a United States person or, if any portion
thereof held by you for our account is beneficially owned by a United States
person, such United States person is a financial institution within the meaning
of Section 1.165-12(c)(1)(v) of the United States Treasury regulations which
agrees to comply with Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended and the regulations thereunder, and certifies that
either it has provided an Internal Revenue Service Form W-9 or is an exempt
recipient as defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury
regulations.

     As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source, and "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.

     We undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the Interest Payment Date on [Insert Date] as to any
such portion of such temporary global Security.

     We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

Dated:                       , 20
       ----------------------    --

[To be dated no earlier than 15 days prior to the Exchange Date]

                        [Name of Person Entitled to Receive Bearer Security]


                        --------------------------------------------------------
                        (Authorized Signatory)
                        Name:
                        Title:

<PAGE>

     The foregoing reflects any advice received subsequent to the date of any
certificate stating that the statements contained in such certificate are no
longer correct.

Dated:                       , 20
       ----------------------    --

[To be dated on or after the relevant Interest Payment Date]

                        [Euroclear Bank, S.A./N.V., as Operator of the Euroclear
                        System] [Clearstream Banking S.A.]


                        By:
                           -----------------------------------------------------

     We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

Dated:                       , 20
       ----------------------    --

[To be dated on or after the 15th day before the relevant Interest Payment Date]
                        [Name of Account Holder]


                        By:
                           -----------------------------------------------------
                        (Authorized Signatory)
                        Name:
                        Title:

                                       2