EXHIBIT 10.1





                        DELHAIZE AMERICA, INC., as Issuer


                                       and


                          FOOD LION, LLC, as Guarantor


                                       to

                        THE BANK OF NEW YORK, as Trustee


                                    INDENTURE



                           Dated as of April 15, 2001

                             Senior Debt Securities


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1  Definitions.......................................................2
Section 1.2  Compliance Certificates and Opinions.............................14
Section 1.3  Form of Documents Delivered to Trustee...........................14
Section 1.4  Acts of Holders..................................................15
Section 1.5  Notices, etc. to Trustee, Company and Guarantor..................17
Section 1.6  Notice to Holders of Securities; Waiver..........................18
Section 1.7  Language of Notices..............................................19
Section 1.8  Conflict with Trust Indenture Act................................19
Section 1.9  Effect of Headings and Table of Contents.........................19
Section 1.10 Successors and Assigns...........................................19
Section 1.11 Separability Clause..............................................19
Section 1.12 Benefits of Indenture............................................19
Section 1.13 Governing Law....................................................20
Section 1.14 Legal Holidays...................................................20
Section 1.15 Counterparts.....................................................20
Section 1.16 Judgment Currency................................................20
Section 1.17 No Security Interest Created.....................................21
Section 1.18 Limitation on Individual Liability...............................21
Section 1.19 Submission to Jurisdiction.......................................22

                                    ARTICLE 2
                                SECURITIES FORMS

Section 2.1  Forms Generally..................................................22
Section 2.2  Form of Trustee's Certificate of Authentication..................23
Section 2.3  Securities in Global Form........................................23

                                    ARTICLE 3
                                 THE SECURITIES

Section 3.1  Amount Unlimited; Issuable in Series.............................24
Section 3.2  Currency; Denominations..........................................28
Section 3.3  Execution, Authentication, Delivery and Dating...................28
Section 3.4  Temporary Securities.............................................30
Section 3.5  Registration, Transfer and Exchange..............................31
Section 3.6  Mutilated, Destroyed, Lost and Stolen Securities.................34


                                       ii
<PAGE>

Section 3.7  Payment of Interest and Certain Additional Amounts;
             Rights to Interest and Certain Additional Amounts Preserved......35
Section 3.8  Persons Deemed Owners............................................37
Section 3.9  Cancellation.....................................................37
Section 3.10 Computation of Interest..........................................38
Section 3.11 CUSIP and ISIN Numbers...........................................38

                                    ARTICLE 4
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.1  Satisfaction and Discharge.......................................38
Section 4.2  Defeasance and Covenant Defeasance...............................40
Section 4.3  Application of Trust Money.......................................44

                                    ARTICLE 5
                                    REMEDIES

Section 5.1  Events of Default................................................45
Section 5.2  The Company's and the Guarantor's Covenants and the
             Trustee's Rights in Event Company Fails to Pay...................47
Section 5.3  Application of Moneys Collected by Trustee.......................49
Section 5.4  Limitation on Suits by Holders...................................50
Section 5.5  Remedies Cumulative; Delay Not a Waiver of Default...............51
Section 5.6  Rights of Holders to Direct Trustee and to Waive Defaults........51
Section 5.7  Trustee's Notice of Defaults.....................................52
Section 5.8  Holder's Undertaking to Pay Costs................................52

                                    ARTICLE 6
                                   THE TRUSTEE

Section 6.1  Certain Rights of Trustee........................................53
Section 6.2  Not Responsible for Recitals or Issuance of Securities...........55
Section 6.3  May Hold Securities..............................................55
Section 6.4  Money Held in Trust..............................................55
Section 6.5  Compensation and Reimbursement...................................56
Section 6.6  Corporate Trustee Required; Eligibility..........................57
Section 6.7  Resignation and Removal; Appointment of Successor................57
Section 6.8  Acceptance of Appointment by Successor...........................59
Section 6.9  Merger, Conversion, Consolidation or Succession to Business......61
Section 6.10 Appointment of Authenticating Agent..............................61

                                    ARTICLE 7
          HOLDERS LISTS AND REPORTS BY TRUSTEE, GUARANTOR AND COMPANY


                                       iii

<PAGE>

Section 7.1  Company and Guarantor to Furnish Trustee Names and
             Addresses of Holders.............................................63
Section 7.2  Preservation of Information; Communications to Holders...........63
Section 7.3  Reports by Trustee...............................................64
Section 7.4  Reports by Company and Guarantor.................................64

                                    ARTICLE 8
                  MERGER, SALE, CONVEYANCE, TRANSFER OR LEASE

Section 8.1  Company May Merge, Etc., Only on Certain Terms...................65
Section 8.2  Successor Corporation Substituted................................66

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

Section 9.1  Supplemental Indentures without Consent of Holders...............66
Section 9.2  Supplemental Indentures with Consent of Holders..................68
Section 9.3  Execution of Supplemental Indentures.............................69
Section 9.4  Effect of Supplemental Indentures................................69
Section 9.5  Reference in Securities to Supplemental Indentures...............69
Section 9.6  Conformity with Trust Indenture Act..............................70
Section 9.7  Notice of Supplemental Indenture.................................70

                                   ARTICLE 10
                                    COVENANTS

Section 10.1  Payment of Principal, any Premium, Interest and
              Additional Amounts..............................................70
Section 10.2  Maintenance of Office or Agency.................................70
Section 10.3  Money for Securities Payments to Be Held in Trust...............72
Section 10.4  Additional Amounts..............................................74
Section 10.5  Restrictions on Liens...........................................74
Section 10.6  Restrictions on Sale and Lease-back Transactions................77
Section 10.7  Corporate Existence.............................................78
Section 10.8  Waiver of Certain Covenants.....................................78
Section 10.9  Company Statement as to Compliance; Notice of Certain Defaults..78
Section 10.10 Limitation on Guarantees........................................79

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

Section 11.1  Applicability of Article........................................79
Section 11.2  Election to Redeem; Notice to Trustee...........................80
Section 11.3  Selection by Trustee of Securities to be Redeemed...............80
Section 11.4  Notice of Redemption............................................81


                                       iv

<PAGE>

Section 11.5  Deposit of Redemption Price.....................................82
Section 11.6  Securities Payable on Redemption Date...........................83
Section 11.7  Securities Redeemed in Part.....................................83
Section 11.8  Redemption for Tax Reasons......................................84

                                   ARTICLE 12
                                  SINKING FUNDS

Section 12.1  Applicability of Article........................................84
Section 12.2  Satisfaction of Sinking Fund Payments with Securities...........85
Section 12.3  Redemption of Securities for Sinking Fund.......................85

                                   ARTICLE 13
                       REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1  Applicability of Article........................................86

                                   ARTICLE 14
                        SECURITIES IN FOREIGN CURRENCIES

Section 14.1  Applicability of Article........................................86

                                   ARTICLE 15
                             GUARANTEE AND INDEMNITY

Section 15.1  The Guarantee...................................................87
Section 15.2  Net Payments....................................................87
Section 15.3  Guarantee Unconditional, etc....................................89
Section 15.4  Reinstatement...................................................90
Section 15.5  Subrogation.....................................................90
Section 15.6  Indemnity.......................................................90
Section 15.7  Additional Guarantors...........................................91
Section 15.8  Limitation on Guarantor's Liability.............................91


                                        v

<PAGE>


     INDENTURE,  dated as of April 15, 2001 (the  "Indenture"),  among  DELHAIZE
AMERICA,  INC., a corporation  duly organized and existing under the laws of the
State of North Carolina (hereinafter called the "Company"), having its principal
executive  office located at 2110  Executive  Drive,  Salisbury,  North Carolina
28145-1330,  FOOD LION,  LLC, a limited  liability  company duly  organized  and
existing under the laws of North Carolina, having its principal executive office
located at 2110 Executive Drive, Salisbury,  North Carolina 28145-1330 (together
with each  additional  Person that  executes an  indenture  supplemental  hereto
assuming the  agreements and  obligations  of a "Guarantor"  in accordance  with
Section  16.7  hereof,  the  "Guarantor"),  and THE BANK OF NEW YORK, a New York
banking  corporation  (hereinafter  called the "Trustee"),  having its Corporate
Trust Office located at 101 Barclay Street, Floor 21 West, New York, NY 10286.

                                    RECITALS

     WHEREAS, the Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior  unsecured
notes,  debentures,  or other evidences of indebtedness  (hereinafter called the
"Securities"), unlimited as to principal amount, to bear such rates of interest,
to mature at such time or times,  to be issued in one or more series and to have
such other provisions as shall be fixed as hereinafter provided;

     WHEREAS, the Company has duly authorized the execution and delivery of this
Indenture.  All things  necessary  to make this  Indenture  a valid and  legally
binding agreement of the Company, in accordance with its terms, have been done;

     WHEREAS,  for  value  received,  the  Guarantor  has  duly  authorized  the
execution  and  delivery of this  Indenture  to provide for the  issuance of the
Guarantee and the indemnity  provided for herein,  subject to the  provisions of
this Indenture.  All things necessary to make this Indenture a valid and legally
binding  agreement of the  Guarantor,  in accordance  with its terms,  have been
done; and

     WHEREAS, this Indenture is subject to the provisions of the Trust Indenture
Act of 1939 (as herein  defined) and the rules and regulations of the Commission
(as herein defined) promulgated  thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH,  for and in consideration of the
premises and the purchase of the  Securities by the Holders (as herein  defined)
thereof,  it is mutually  covenanted and agreed, for the equal and proportionate
benefit  of all  Holders of the  Securities  or of any  series  thereof  and any
Coupons (as herein defined) as follows:




<PAGE>


                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.1 Definitions.

     Except as otherwise  expressly provided in or pursuant to this Indenture or
unless the context otherwise requires, for all purposes of this Indenture:

          (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 in the United States of America and, except as otherwise  herein
     expressly provided, the terms "generally accepted accounting principles" or
     "GAAP" with  respect to any  computation  required or  permitted  hereunder
     shall mean such  accounting  principles  as are  generally  accepted in the
     United States of America at the date or time of such computation;

          (4) the words "herein,"  "hereof,"  "hereto" 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; and

          (5) the word "or" is always used inclusively (for example,  the phrase
     "A or B" means "A or B or both," not "either A or B but not both"). Certain
     terms used  principally  in certain  Articles  hereof are  defined in those
     Articles.

     "Act," when used with respect to any Holders,  has the meaning specified in
Section 1.4.

     "Acquisition Costs" has the meaning specified in Section 10.6.

     "Additional Amounts" means any additional amounts which are required hereby
or by any Security,  under circumstances specified herein or therein, to be paid
by the Company or the  Guarantor  in respect of certain  taxes,  assessments  or
other  governmental  charges imposed on Holders  specified therein and which are
owing to such Holders.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control," when used with respect to any


                                        2
<PAGE>

specified Person,  means the power to direct the management and policies of such
Person,  directly  or  indirectly,  whether  through  the  ownership  of  voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" have the meanings correlative to the foregoing.

     "Authenticating  Agent" means any Person authorized by the Trustee pursuant
to Section 6.10 to act on behalf of the Trustee to  authenticate  Securities  of
one or more series.

     "Authorized  Newspaper" means a newspaper,  in an official  language of the
place of publication or in the English language,  customarily  published on each
day that is a Business Day in the place of publication, whether or not published
on days that are Legal  Holidays  in the place of  publication,  and of  general
circulation  in each place in  connection  with which the term is used or in the
financial  community  of each 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 day that is a Business Day in the
place of publication.

     "Authorized  Officer"  means,  when used with respect to the  Company,  the
Chairman of the Board of Directors,  a Vice Chairman,  the President,  the Chief
Executive Officer,  the Chief Financial Officer,  the Chief Accounting  Officer,
the Chief  Investment  Officer,  any Vice  President,  the General  Counsel,  an
Assistant General Counsel, the Treasurer, an Assistant Treasurer,  the Secretary
or an Assistant Secretary of the Company.

     "Bearer  Security" means any Security in the form  established  pursuant to
Section 2.1 which is payable to bearer.

     "Board of  Directors"  means the board of  directors  of the Company or any
committee of that board duly  authorized to act  generally or in any  particular
respect for the Company hereunder.

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

     "Business  Day," with  respect  to any Place of Payment or other  location,
means,  unless  otherwise  specified with respect to any Securities  pursuant to
Section 3.1, any day other than a Saturday, Sunday or other day on which banking
institutions  in such Place of  Payment  or other  location  are  authorized  or
obligated by law, regulation or executive order to close.

     "Capital Stock" of any Person means any and all shares,  interests,  rights
to  purchase,  warrants,  options,  participations  or other  equivalents  of or
interests in (however designated)


                                        3
<PAGE>

equity  of such  Person,  including  Preferred  Stock,  but  excluding  any debt
securities convertible into such equity.

     "Capitalized  Lease  Obligation"  means an obligation under a lease that is
required to be capitalized for financial  reporting  purposes in accordance with
generally  accepted  accounting  principles,  and  the  amount  of  Indebtedness
represented  by  such  obligation  shall  be  the  capitalized  amount  of  such
obligation determined in accordance with such principles.

     "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 at any time after the execution of this Indenture such  Commission is not
existing and performing the duties now assigned to it under the Trust  Indenture
Act, then the body performing such duties at such time.

     "Common  Stock" in respect of any  Corporation  means  Capital Stock of any
class or classes (however  designated) which has no preference as to the payment
of  dividends,  or as to the  distribution  of  assets  upon  any  voluntary  or
involuntary  liquidation or dissolution  of such  Corporation,  and which is not
subject to redemption by such Corporation.

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

     "Company Request" and "Company Order" mean, respectively, a written request
or order, as the case may be, signed in the name of the Company by an Authorized
Officer, and delivered to the Trustee.

     "Consolidated  Capitalization" means, with respect to any Person, the total
assets of such Person and its Subsidiaries  determined on a consolidated  basis,
less  the  following:   (i)  current  liabilities,   including  liabilities  for
Indebtedness maturing more than 12 months from the date of the original creation
thereof but maturing  within 12 months from the date of  determination  and (ii)
deferred  income  taxes.  Consolidated  Capitalization  shall be  determined  in
accordance  with  generally   accepted   accounting   principles  and  practices
applicable to the type of business in which such Person and its Subsidiaries are
engaged and which are approved by independent  accountants regularly retained by
such Person,  and may be  determined as of a date not more than 60 days prior to
the happening of the event for which such determination is being made.

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


                                        4
<PAGE>

     "Corporate Trust Office" means the principal  corporate trust office of the
Trustee at which at any  particular  time its corporate  trust business shall be
administered,  which office at the date of original  execution of this Indenture
is located at 101 Barclay Street, Floor 21 West, New York, New York 10286.

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

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

     "Currency"  with  respect  to any  payment,  deposit or other  transfer  in
respect of the  principal  of or any premium or  interest  on or any  Additional
Amounts with respect to any Security,  means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment,  deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

     "CUSIP number" means the alphanumeric designation assigned to a Security by
Standard & Poor's Ratings Service, CUSIP Service Bureau.

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

     "Defaulted Interest" has the meaning specified in Section 3.7.

     "Dollars"  or "$" means a dollar or other  equivalent  unit of legal tender
for payment of public or private debts in the United States of America.

     "Event of Default" has the meaning specified in Section 5.1.

     "Foreign Currency" means any currency, currency unit or composite currency,
including, without limitation, the euro, issued by the government of one or more
countries  other  than  the  United  States  of  America  or by  any  recognized
confederation or association of such governments.

     "Government  Obligations" means securities which are (i) direct obligations
of the United  States of America or the other  government or  governments  which
issued the Foreign Currency in which the principal of or any premium or interest
on such  security  shall be payable,  in each case where the payment or payments
thereunder  are  supported  by the full faith and credit of such  government  or
governments  or (ii)  obligations  of a Person  controlled  or supervised by and
acting as an agency or  instrumentality  of the United States of America or such
other  government  or  governments,  in each case  where the  timely  payment or
payments  thereunder are  unconditionally  guaranteed as a full faith and credit
obligation  by the  United  States  of  America  or  such  other  government  or
governments, and which, in the



<PAGE>

case of (i) or (ii),  are not callable or redeemable at the option of the issuer
or issuers thereof, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such Government  Obligation or
a specific  payment of interest on or  principal of or other amount with respect
to any such Government  Obligation held by such custodian for the account of the
holder of a depository  receipt,  provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such  depository  receipt from any amount received by the custodian in
respect of the Government  Obligation or the specific  payment of interest on or
principal of or other amount with respect to the Government Obligation evidenced
by such depository receipt.

     "Guarantee"  means the full and  unconditional  guarantee of the payment of
the  principal of, any premium or interest on, and any  Additional  Amounts with
respect to the Securities, as more fully set forth in Article 16.

     "Guarantor"  means any Person  constituting a "Guarantor" as defined in the
first  paragraph of this  Indenture  until a successor  Person shall have become
such pursuant to the  applicable  provisions of this  Indenture,  and thereafter
"Guarantor"  shall  mean such  successor  of such  Person.  Except as  otherwise
expressly  specified  herein, if at any time more than one Person is a Guarantor
with respect to the Indenture,  "Guarantor"  shall mean each such Person and all
references to "Guarantor"  herein shall apply equally and  individually  to each
such Person.

     "Guarantor's  Board  of  Directors"  means  the  board of  managers  of the
Guarantor or any committee of that board duly  authorized to act generally or in
any particular respect for the Guarantor hereunder.

     "Guarantor's  Board  Resolution"  means a copy of one or more  resolutions,
certified by the  Secretary or an Assistant  Secretary of the  Guarantor to have
been duly adopted by the  Guarantor's  Board of Managers and to be in full force
and effect on the date of such certification, delivered to the Trustee.

     "Guarantor's  Officer's Certificate" means a certificate signed by a member
of the Guarantor's Board of Managers, a Vice Chairman, the President,  the Chief
Executive Officer,  the Chief Financial Officer,  the Chief Investment  Officer,
the Chief  Accounting  Officer,  any Vice  President,  the  General  Counsel  or
Assistant  General  Counsel  or the  Secretary  or  Assistant  Secretary  of the
Guarantor,  that complies with the requirements of Section 314(e) of the Trustee
Indenture Act and is delivered to the Trustee.

     "Guarantor  Request" and "Guarantor  Order" mean,  respectively,  a written
request or order, as the case may be, signed in the name of the Guarantor by the
Chairman of the Guarantor's Board of Directors,  a Vice Chairman, the President,
the Chief Financial Officer,  the Chief Investment Officer, the Chief Accounting
Officer,  the General  Counsel or the  Secretary or  Assistant  Secretary of the
Guarantor, and delivered to the Trustee.

                                        6
<PAGE>

     "Holder," in the case of any Registered Security, means the Person in whose
name such Security is  registered  in the Security  Register and, in the case of
any Bearer  Security,  means the bearer  thereof and, in the case of any Coupon,
means the bearer thereof.

     "Indebtedness"  means, with respect to any Person, (i) the principal of and
any premium and interest on (a)  indebtedness  of such Person for money borrowed
and (b)  indebtedness  evidenced by notes,  debentures,  bonds or other  similar
instruments;  (ii) all Capitalized Lease  Obligations of such Person;  (iii) all
obligations  of  such  Person  to  pay  the  purchase  price  of  property,  all
conditional  sale  obligations  and all  obligations  under any title  retention
agreement (but excluding  trade accounts  payable arising in the ordinary course
of business);  (iv) all obligations of such Person for the  reimbursement of any
obligor  on  any  letter  of  credit,  banker's  acceptance  or  similar  credit
transaction  (other than obligations for letters of credit securing  obligations
(other than  obligations  described in clause (i) through  (iii) above)  entered
into in the  ordinary  course of  business  of such  Person to the  extent  such
letters of credit are not drawn upon or, if and to the extent  drawn upon,  such
drawing is reimbursed no later than the third Business Day following  receipt by
such  Person of a demand for  reimbursement  following  payment on the letter of
credit); (v) all obligations of the type referred to in clauses (i) through (iv)
of other Persons and all dividends of other Persons for the payment of which, in
either  case,  such Person is  responsible  or liable as obligor,  guarantor  or
otherwise;  and (vi) all  obligations  of the type  referred  to in clauses  (i)
through (v) above of other Persons  secured by any Lien on any property or asset
of such Person (whether or not such  obligation is assumed by such Person),  the
amount of such  obligation  being  deemed to be the  lesser of the value of such
property or assets or the amount of the obligation so secured.

     "Indenture"  means  this  instrument  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,  with  respect to any
Security,  by  the  terms  and  provisions  of  such  Security  and  any  Coupon
appertaining  thereto  established  pursuant  to Section  3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

     "Independent Public Accountants" means accountants or a firm of accountants
that, with respect to the Company, the Guarantor and any other obligor under the
Securities or the Coupons, are independent public accountants within the meaning
of the  Securities  Act of 1933,  as  amended,  and the  rules  and  regulations
promulgated  by the Commission  thereunder,  who may be the  independent  public
accountants  regularly  retained by the Company or the  Guarantor  or who may be
other independent public accountants. Such accountants or firm shall be entitled
to rely  upon any  Opinion  of  Counsel  as to the  interpretation  of any legal
matters  relating  to this  Indenture  or  certificates  required to be provided
hereunder.

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

                                        7
<PAGE>

     "Interest,"  with respect to any Original Issue Discount  Security which by
its terms bears  interest only after some period of time,  payable after the end
of such period,  means  interest  payable  after  Maturity  and,  when used with
respect to a Security  which  provides  for the  payment of  Additional  Amounts
pursuant to Section 10.4 or 16.2, includes such Additional Amounts.

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

     "Judgment Currency" has the meaning specified in Section 1.16.

     "Legal Holidays" has the meaning specified in Section 1.14.

     "Lien" has the meaning specified in Section 10.5.

     "Maturity,"  with  respect  to any  Security,  means  the date on which the
principal  of such  Security  or an  installment  of  principal  becomes due and
payable as  provided in or  pursuant  to this  Indenture,  whether at the Stated
Maturity or by declaration of acceleration,  notice of redemption or repurchase,
notice of option to elect  repayment or otherwise,  and includes the  Redemption
Date.

     "Net Book Value" means the cost of any asset less accumulated  depreciation
and amortization taken with respect thereto.

     "New York Banking Day" has the meaning specified in Section 1.16.

     "Office" or "Agency,"  with respect to any  Securities,  means an office or
agency of the Company and the  Guarantor  maintained or designated in a Place of
Payment  for such  Securities  pursuant to Section  10.2 or any other  office or
agency of the  Company  and the  Guarantor  maintained  or  designated  for such
Securities  pursuant to Section 10.2 or, to the extent designated or required by
Section 10.2 in lieu of such office or agency, the Corporate Trust Office of the
Trustee.

     "Officer's Certificate" means a certificate signed by an Authorized Officer
that complies with the requirements of Section 314(e) of the Trust Indenture Act
and is delivered to the Trustee.

     "Operating  Property" means, with respect to any Person,  any manufacturing
or processing  plant,  office facility,  retail store,  supermarket,  warehouse,
distribution  center or  equipment  owned and  operated now or hereafter by such
Person or any of its  Subsidiaries and having a Net Book Value on the date as of
which  the  determination  is  being  made of more  than 1% of its  Consolidated
Capitalization as most recently determined prior to such date.

                                        8
<PAGE>

     "Opinion of  Counsel"  means a written  opinion of  counsel,  who may be an
employee of or counsel for the Company or the Guarantor,  as the case may be, or
other  counsel who shall be  reasonably  acceptable  to the  Trustee,  that,  if
required by the Trust Indenture Act,  complies with the  requirements of Section
314(e) of the Trust Indenture Act.

     "Original Issue Discount Security" means a Security issued pursuant to this
Indenture  which  provides for  declaration of an amount less than the principal
face amount  thereof to be due and payable  upon  acceleration  of the  maturity
thereof pursuant to Section 5.2.

     "Outstanding," when used with respect to any Securities,  means, subject to
the  provisions   hereof,  as  of  any  particular  time,  all  such  Securities
theretofore authenticated and delivered under this Indenture, except:

     (a)  any such Security theretofore cancelled by the Trustee or the Security
          Registrar or Paying  Agent or  delivered to the Trustee,  the Security
          Registrar or Paying Agent;

     (b)  any such Security for whose  payment at the Maturity  thereof money in
          the necessary  amount has been theretofore  deposited  pursuant hereto
          (other than  pursuant  to Section  4.2) with the Trustee or any Paying
          Agent (other than the Company or the  Guarantor) in trust or set aside
          and  segregated  in  trust by the  Company  or the  Guarantor  (if the
          Company  shall act as its own, or authorize  the  Guarantor to act as,
          Paying  Agent) for the  Holders  of such  Securities  and any  Coupons
          appertaining  thereto,  provided  that, if such  Securities  are to be
          redeemed,  notice of such  redemption  has been duly given pursuant to
          this Indenture or provision  therefor  satisfactory to the Trustee has
          been made;

     (c)  any such  Security  with respect to which the Company or the Guarantor
          has effected  defeasance  pursuant to the terms hereof,  except to the
          extent provided in Section 4.2;

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

     (e)  any such  Security  converted  or exchanged  as  contemplated  by this
          Indenture  into  securities of the Company or the Guarantor or another
          issuer,  if the terms of such Security  provide for such conversion or
          exchange pursuant to Section 3.1;


                                        9
<PAGE>

provided,  however,  that in  determining  whether the Holders of the  requisite
principal  amount of  Outstanding  Securities  have given any  request,  demand,
authorization,  direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an  Original  Issue  Discount  Security  that may be counted  in making  such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the  principal  thereof that  pursuant to the terms of
such  Original  Issue  Discount  Security  would be declared (or shall have been
declared to be) due and  payable  upon a  declaration  of  acceleration  thereof
pursuant  to  Section  5.2 at the  time  of such  determination,  and  (ii)  the
principal  amount of any  Indexed  Security  that may be counted in making  such
determination  and that shall be deemed  Outstanding  for such purposes shall be
equal  to the  principal  face  amount  of such  Indexed  Security  at  original
issuance,  unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal  amount of a Security  denominated in a Foreign  Currency shall be
the Dollar  equivalent,  determined  on the date of  original  issuance  of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security,  the  Dollar  equivalent  on the  date of  original  issuance  of such
Security of the amount  determined  as provided in (i) above) of such  Security,
and (iv)  Securities  owned by the Company,  the  Guarantor or any other obligor
upon the Securities or any Affiliate of the Company, the Guarantor or such other
obligor, shall be disregarded and deemed not to be Outstanding,  except that, in
determining   whether  the  Trustee  shall  be  protected  in  making  any  such
determination  or  relying  upon  any  such  request,   demand,   authorization,
direction,  notice,  consent  or waiver,  only  Securities  which a  Responsible
Officer of the Trustee  actually  knows to be so owned shall be so  disregarded.
Securities  so owned which shall have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A)
the pledgee's  right so to act with respect to such  Securities and (B) that the
pledgee  is not the  Company,  the  Guarantor  or any  other  obligor  upon  the
Securities or any Coupons  appertaining  thereto or an Affiliate of the Company,
the Guarantor or such other obligor.

     "Paying  Agent"  means any  Person  authorized  by the  Company  to pay the
principal  of, or any premium or interest  on, or any  Additional  Amounts  with
respect to, any Security or any Coupon on behalf of the Company.

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

     "Place of Payment," with respect to any Security, means the place or places
where the principal of, or any premium or interest on, or any Additional Amounts
with  respect to such  Security  are  payable as provided in or pursuant to this
Indenture or such Security.

                                       10
<PAGE>

     "Predecessor  Security" of any  particular  Security  means every  previous
Security  evidencing all or a portion of the same Indebtedness as that evidenced
by such  particular  Security;  and,  for the purposes of this  definition,  any
Security  authenticated  and  delivered  under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated,  destroyed,  lost or stolen  Coupon  appertains  shall be deemed to
evidence  the same  Indebtedness  as the lost,  destroyed,  mutilated  or stolen
Security or the Security to which a mutilated,  destroyed, lost or stolen Coupon
appertains.

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

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

     "Redemption  Price," with respect to any Security or portion  thereof to be
redeemed,  means the price at which it is to be  redeemed  as  determined  by or
pursuant to this Indenture or such Security.

     "Registered  Security" means any Security  established  pursuant to Section
2.1 which is registered in a Security Register.

     "Regular Record Date" for the interest  payable on any Registered  Security
on any Interest  Payment Date therefor  means the date, if any,  specified in or
pursuant to this Indenture or such Security as the "Regular Record Date".

     "Relevant Date" has the meaning specified in Section 16.2.

     "Required Currency" has the meaning specified in Section 1.16.

     "Responsible  Officer"  means  any  vice  president,   any  assistant  vice
president,  any  assistant  secretary,  any  assistant  treasurer,  or any trust
officer  or any other  officer  within the  corporate  trust  department  of the
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also means,  with  respect to a  particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of his or her knowledge of and familiarity with the particular subject.

     "Sale and  Lease-back  Transaction"  means,  with  respect to the  relevant
Person,  any arrangement  with any other person providing for the leasing to the
relevant Person or any of its Subsidiaries of any Operating Property (except for
temporary leases for a term,  including any renewal thereof, of not more than 48
months  and  except  for  leases  between  the  relevant  Person  and one of its
Subsidiaries or between its Subsidiaries),  which Operating Property has been or
is to be sold or transferred by the relevant  Person or such  Subsidiary to such
other person.

     "Security"  or  "Securities"  means  any  note or  notes,  bond  or  bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and


                                       11
<PAGE>

delivered under this Indenture; provided, however, that, if at any time there is
more than one Person acting as Trustee under this Indenture,  "Securities," with
respect to any such Person,  shall mean Securities  authenticated  and delivered
under this  Indenture,  exclusive,  however,  of  Securities of any series as to
which such Person is not Trustee.

     "Security  Register" and "Security  Registrar" have the respective meanings
specified in Section 3.5.

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

     "Stated  Maturity,"  with  respect to any  Security or any  installment  of
principal  thereof or interest  thereon or any  Additional  Amounts with respect
thereto,  means the date  established  by or pursuant to this  Indenture or such
Security  as the fixed  date on which the  principal  of such  Security  or such
installment of principal or interest is, or such Additional Amounts are, due and
payable.

     "Subsidiary"  means,  with respect to any Person,  any  corporation  or any
other  person of which such Person or such Person and one or more  Subsidiaries,
or any one or more  Subsidiaries,  directly or indirectly owns voting securities
or other  similar  equity  interests  entitling  the  owners  thereof to elect a
majority of the  directors or  individuals  holding  similar  positions in other
persons,  either at all times or so long as there is no default  or  contingency
which  permits the owners of any other class or classes of  securities  or other
interests  to vote for the  election  of one or more  directors  or  individuals
holding  similar  positions  in  other  persons,   but  shall  not  include  any
corporation  or other  person  which  respect to which such  Person or any other
Subsidiary  has  become  entitled  to  elect  a  majority  of the  directors  or
individuals  holding similar  positions in other persons solely due to a default
or other  contingency  which is temporary in character  and has had a continuous
existence of less than one year.

     "Trust  Indenture  Act" means the Trust  Indenture Act of 1939, as amended,
and any reference  herein to the Trust  Indenture Act or a particular  provision
thereof  shall  mean such Act or  provision,  as the case may be, as  amended or
replaced  from  time to time or as  supplemented  from  time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes of
such Act or provision, as the case may be.

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

                                       12
<PAGE>

     "United  States,"  except as  otherwise  provided  in or  pursuant  to this
Indenture or any  Security,  means the United States of America  (including  the
states thereof and the District of Columbia),  its  territories  and possessions
and other areas subject to its jurisdiction.

     "United States Alien," except as otherwise  provided in or pursuant to this
Indenture  or any  Security,  means any Person who,  for United  States  Federal
income tax purposes, is a foreign corporation,  a non-resident alien individual,
a  non-resident  alien  fiduciary  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.

     "U.S.  Depository"  or  "Depository"  means,  with  respect to any Security
issuable  or issued in the form of one or more  global  Securities,  the  Person
designated  as U.S.  Depository  or  Depository by the Company in or pursuant to
this  Indenture,  which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act of
1934,  as  amended,  and,  if so  provided  with  respect to any  Security,  any
successor  to such  Person.  If at any time there is more than one such  Person,
"U.S.  Depository" or  "Depository"  shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such Securities.

     "Value" means, with respect to a Sale and Lease-back  Transaction involving
any Person,  as of any  particular  time, the amount equal to the greater of (i)
the net proceeds  from the sale or transfer of the property  leased  pursuant to
such Sale and Lease-back Transaction or (ii) the sum of all costs of such Person
incurred  in  connection   with  the   acquisition  of  such  property  and  the
construction of any  improvements  thereon,  as determined in good faith by such
Person at the time of entering  into such Sale and  Lease-back  Transaction,  in
either case  multiplied by a fraction,  the numerator of which shall be equal to
the number of full years of the term of the lease which is part of such Sale and
Lease-back   Transaction   remaining  at  the  time  of  determination  and  the
denominator  of which  shall be equal to the  number of full years of such term,
without regard to any renewal or extension options contained in such lease.

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

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


                                       13
<PAGE>

     Section 1.2 Compliance Certificates and Opinions

     Except  as  otherwise  expressly  provided  in  this  Indenture,  upon  any
application  or request by the Company or the  Guarantor  to the Trustee to take
any action under any provision of this Indenture,  the Company or the Guarantor,
as the case may be, shall furnish to the Trustee an Officer's  Certificate  or a
Guarantor's Officer's Certificate stating that all conditions precedent, if any,
provided  for in this  Indenture  relating  to the  proposed  action  have  been
complied  with and an Opinion of Counsel  stating  that,  in the opinion of such
counsel, all such conditions precedent,  if any, have been complied with, except
that in the case of any such  application  or request as to which the furnishing
of such  documents or any of them 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 shall include:

          (1) a statement  that the Person  making such  certificate  or opinion
     have read such condition or covenant and the  definitions  herein  relating
     thereto;

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

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

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

     Section 1.3 Form of Documents Delivered to Trustee.

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

     Any  certificate  or opinion of an officer of the Company or the  Guarantor
may be based,  insofar  as it  relates  to legal  matters,  upon an  Opinion  of
Counsel,  provided that such officer, after reasonable inquiry, has no reason to
believe and does not believe  that the  Opinion of Counsel  with  respect to the
matters upon which his  certificate  or opinion is based is erroneous.  Any such
Opinion of Counsel may be based, insofar as it relates to factual


                                       14
<PAGE>

matters,  upon a certificate or opinion of, or representations by, an officer or
officers of the Company or the  Guarantor,  as the case may be, stating that the
information  with respect to such factual  matters is in the  possession  of the
Company or the Guarantor,  as the case may be, provided that such counsel, after
reasonable  inquiry,  has no reason to  believe  and does not  believe  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 or any  Security,  they may, but need not, be
consolidated and form one instrument.

     Section 1.4 Acts of Holders.

          (1) Any request, demand,  authorization,  direction,  notice, consent,
     waiver or other  action  provided by or pursuant  to this  Indenture  to be
     given or taken by Holders may be embodied in and  evidenced  by one or more
     instruments of substantially similar tenor signed by such Holders in person
     or by an agent duly appointed in writing.  If, but only if, Securities of a
     series  are   issuable  as  Bearer   Securities,   any   request,   demand,
     authorization,  direction, notice, consent, waiver or other action provided
     in or  pursuant  to this  Indenture  to be given or  taken  by  Holders  of
     Securities of such series may, alternatively,  be embodied in and evidenced
     by the record of  Holders  of  Securities  of such  series  voting in favor
     thereof,  either in person or by proxies duly appointed in writing,  at any
     meeting of Holders of  Securities  of such  series  duly called and held in
     accordance  with the  provisions  of Article 15, or a  combination  of such
     instruments  and any such  record.  Except  as herein  otherwise  expressly
     provided,  such action  shall  become  effective  when such  instrument  or
     instruments or record or both are delivered to the Trustee and, where it is
     hereby expressly required, to the Company or the Guarantor or both of them.
     Such instrument or instruments and any such record (and the action embodied
     therein and  evidenced  thereby)  are herein  sometimes  referred to as the
     "Act" of the Holders signing such instrument or instruments or so voting at
     any such meeting. Proof of execution of any such instrument or of a writing
     appointing  any such agent,  or of the holding by any Person of a Security,
     shall be  sufficient  for any  purpose of this  Indenture  and  (subject to
     Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee,
     the Company and the Guarantor and any agent of the Trustee,  the Company or
     the Guarantor,  if made in the manner provided in this Section.  The record
     of any  meeting  of  Holders  of  Securities  shall be proved in the manner
     provided in Section 15.6.

          Without  limiting the generality of this Section 1.4, unless otherwise
     provided  in or  pursuant  to this  Indenture,  a Holder,  including a U.S.
     Depository that is a Holder of a global  Security,  may make, give or take,
     by a proxy or proxies,  duly  appointed in writing,  any  request,  demand,
     authorization,  direction, notice, consent, waiver or other Act provided in
     or pursuant to this Indenture to be made, given or


                                       15
<PAGE>

     taken  by  Holders,  and a U.S.  Depository  that is a  Holder  of a global
     Security  may  provide  its proxy or  proxies to the  beneficial  owners of
     interests  in any such  global  Security  through  such  U.S.  Depository's
     standing instructions and customary practices.

          The Company shall fix a record date for the purpose of determining the
     Persons  who are  beneficial  owners of interest  in any  permanent  global
     Security held by a U.S.  Depository  entitled  under the procedures of such
     U.S. Depository to make, give or take, by a proxy or proxies duly appointed
     in writing, any request, demand, authorization, direction, notice, consent,
     waiver or other Act  provided in or pursuant to this  Indenture to be made,
     given or taken by Holders.  If such a record date is fixed,  the Holders on
     such record date or their duly  appointed  proxy or proxies,  and only such
     Persons,  shall be entitled  to make,  give or take such  request,  demand,
     authorization,  direction, notice, consent, waiver or other Act, whether or
     not such Holders  remain  Holders  after such record date. No such request,
     demand,  authorization,  direction,  notice,  consent,  waiver or other Act
     shall be valid or effective if made, given or taken more than 90 days after
     such record date.

          (2) The fact  and  date of the  execution  by any  Person  of any such
     instrument or writing  referred to in this Section 1.4 may be proved in any
     reasonable  manner;  and the Trustee may in any  instance  require  further
     proof with respect to any of the matters referred to in this Section.

          (3) The ownership,  principal  amount and serial numbers of Registered
     Securities  held by any Person,  and the date of the  commencement  and the
     date of the  termination  of  holding  the  same,  shall be  proved  by the
     Security Register.

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

                                       16
<PAGE>

     Person  so  executing  such  instrument  or  writing  and  the  date of the
     commencement  and the date of the  termination of holding the same may also
     be proved in any other  manner  which the Company,  the  Guarantor  and the
     Trustee deem sufficient.

          (5) If the Company or the Guarantor  shall solicit from the Holders of
     any Registered Securities any request,  demand,  authorization,  direction,
     notice,  consent, waiver or other Act, the Company or the Guarantor, as the
     case  may  be,  may at its  option  (but is not  obligated  to),  by  Board
     Resolution  or  Guarantor's  Board  Resolution,  as the case may be, fix in
     advance  a record  date for the  determination  of  Holders  of  Registered
     Securities entitled to give such request, demand, authorization, direction,
     notice,  consent, waiver or other Act. If such a record date is fixed, such
     request, demand, authorization, direction, notice, consent, waiver or other
     Act may be given before or after such record date,  but only the Holders of
     Registered  Securities  of record at the close of  business  on such record
     date shall be deemed to be Holders for the purpose of  determining  whether
     Holders  of  the  requisite  proportion  of  Outstanding   Securities  have
     authorized or agreed or consented to such request,  demand,  authorization,
     direction,  notice,  consent, waiver or other Act, and for that purpose the
     Outstanding  Securities shall be computed as of such record date;  provided
     that  no  such  authorization,  agreement  or  consent  by the  Holders  of
     Registered  Securities  shall be deemed  effective  unless it shall  become
     effective  pursuant to the  provisions of this Indenture not later than six
     months after the record date.

          (6) Any request, demand,  authorization,  direction,  notice, consent,
     waiver or other Act 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 in respect of anything  done or suffered to be done by the Trustee,
     any Security  Registrar,  any Paying Agent, the Guarantor or the Company in
     reliance  thereon,  whether or not  notation  of such Act is made upon such
     Security.

     Section 1.5 Notices, etc. to Trustee, Company and Guarantor.

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

          (1) the Trustee by any Holder,  the  Guarantor or the Company shall be
     sufficient for every purpose hereunder if made,  given,  furnished or filed
     in writing to or with the Trustee at its Corporate Trust Office, or

          (2) the Company or the  Guarantor,  as the case may be, by the Trustee
     or any Holder  shall be  sufficient  for every  purpose  hereunder  (unless
     otherwise herein expressly provided) if in writing and mailed,  first-class
     postage prepaid, to the

                                       17
<PAGE>

     Company or the Guarantor, as the case may be, addressed to the attention of
     its Treasurer,  with a copy to the attention of its General Counsel, at the
     address of its principal  office  specified in the first  paragraph of this
     instrument or at any other address  previously  furnished in writing to the
     Trustee by the Company or the Guarantor, as the case may be.

     Section 1.6 Notice to Holders of Securities; Waiver.

     Except as otherwise  expressly  provided in or pursuant to this  Indenture,
where this Indenture provides for notice to Holders of Securities of any event,

          (1) such notice shall be  sufficiently  given to Holders of Registered
     Securities 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; and

          (2) such  notice  shall be  sufficiently  given to  Holders  of Bearer
     Securities,  if any, if published in an Authorized Newspaper in The City of
     New York and,  if such  Securities  are then  listed on any stock  exchange
     outside the United States,  in an Authorized  Newspaper in such city as the
     Company shall advise the Trustee that such stock exchange so requires, on a
     Business Day at least twice,  the first such  publication to be not earlier
     than the earliest date and the second such  publication  not later than the
     latest date prescribed for the giving of such notice.

     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 to  Holders of Bearer  Securities
given as  provided  herein.  Any  notice  which is mailed in the  manner  herein
provided shall be conclusively  presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of any
other cause it shall be  impracticable  to give such  notice 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 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 Bearers 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  failure  to  give  notice  by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published,  shall affect the  sufficiency  of any notice mailed to
Holders of Registered Securities as provided above.


                                       18
<PAGE>

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

     Section 1.7 Language of Notices.

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

     Section 1.8 Conflict with Trust Indenture Act.

     If any  provision  hereof  limits,  qualifies or conflicts  with any duties
under any  required  provision  of the Trust  Indenture  Act  imposed  hereon by
Section 318(c) thereof,  such required provision shall control. If any provision
of this Indenture  modifies or excludes any provision of the Trust Indenture Act
that can be so modified or  excluded,  the latter  provision  shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.

     Section 1.9 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. All  covenants  and
agreements in this  Indenture by the  Guarantor  shall bind its  successors  and
assigns, whether so expressed or not.

     Section 1.11 Separability Clause.

     In case any provision in this  Indenture,  any Security or any Coupon 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,  any Security or any Coupon, express or implied,
shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any


                                       19

<PAGE>

Authenticating   Agent  and  their  successors  hereunder  and  the  Holders  of
Securities or Coupons,  any benefit or any legal or equitable  right,  remedy or
claim under this Indenture.

     Section 1.13 Governing Law.

     This  Indenture,  the  Securities  and any Coupons shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements made or instruments entered into and, in each case, performed in said
state, without regard to conflicts of law principles thereof.

     Section 1.14 Legal Holidays.

     Unless  otherwise  specified  in or  pursuant  to  this  Indenture  or  any
Securities,  in any case where any Interest  Payment  Date,  Stated  Maturity or
Maturity  of any  Security,  or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or exchangeable,
shall be a Legal  Holiday at any Place of  Payment,  then  (notwithstanding  any
other  provision  of this  Indenture,  any  Security or any Coupon  other than a
provision in any Security or Coupon that specifically states that such provision
shall apply in lieu hereof) payment need not be made at such Place of Payment on
such date, and such  Securities  need not be converted or exchanged on such date
but such payment may be made, and such Securities may be converted or exchanged,
on the next  succeeding day that is a Business Day at such Place of Payment with
the same  force and  effect as if made on the  Interest  Payment  Date or at the
Stated Maturity or Maturity or on such last day for conversion or exchange,  and
no interest  shall accrue on the amount payable on such date or at such time for
the period from and after such Interest Payment Date, Stated Maturity,  Maturity
or last  day for  conversion  or  exchange,  as the case  may be,  to such  next
succeeding Business Day.

     Section 1.15 Counterparts.

     This Indenture may be executed in several counterparts, each of which shall
be an  original  and  all of  which  shall  constitute  but  one  and  the  same
instrument.

     Section 1.16 Judgment Currency.

     The Company and the Guarantor  each 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 due in
respect of the  principal  of, or premium or  interest,  if any,  or  Additional
Amounts  on the  Securities  of any  series  (the  "Required  Currency")  into a
currency in which a judgment will be rendered  (the  "Judgment  Currency"),  the
rate of  exchange  used  shall be the rate at which in  accordance  with  normal
banking  procedures  the  Trustee  could  purchase  in The  City of New York the
requisite amount of the Required  Currency with the Judgment Currency on the New
York Banking Day  preceding  the day on which a final  unappealable  judgment is
given and (b) its obligations under this


                                       20
<PAGE>

Indenture to make payments in the Required  Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether or
not entered in  accordance  with clause  (a)),  in any  currency  other than the
Required  Currency,  except to the extent  that such  tender or  recovery  shall
result in the actual  receipt,  by the payee, of the full amount of the Required
Currency  expressed  to be 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 actual
receipt  shall  fall  short of the  full  amount  of the  Required  Currency  so
expressed  to be payable  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 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 obligated by law, regulation or executive
order to be closed.

     Section 1.17 No Security Interest Created.

     Subject to the provisions of Section 10.5,  nothing in this Indenture or in
any Securities,  express or implied, shall be construed to constitute a security
interest under the Uniform  Commercial  Code or similar  legislation,  as now or
hereafter  enacted  and in  effect in any  jurisdiction  where  property  of the
Company, the Guarantor or their respective Subsidiaries is or may be located.

     Section 1.18 Limitation on Individual Liability.

     No recourse under or upon any obligation,  covenant or agreement  contained
in  this  Indenture  or in any  Security,  or for any  claim  based  thereon  or
otherwise in respect thereof, shall be had against any incorporator, shareholder
(except in a shareholder's corporate capacity as Guarantor),  officer,  employee
or director,  as such, past, present or future, of the Company or the Guarantor,
as the case may be, either directly or through the Company or the Guarantor,  as
the case may be, 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,  and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, shareholders,
officers,  employees or directors,  as such, of the Company or the Guarantor, as
the case may be, 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 Security or implied therefrom;
and that any and all such personal liability of every name and nature, 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,  shareholder,  officer,
employee 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 Security 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 such
Security.


<PAGE>


     Section 1.19 Submission to Jurisdiction.

     The Company and the  Guarantor  each agrees that any  judicial  proceedings
instituted  in  relation  to  any  matter  arising  under  this  Indenture,  the
Securities  or any  Coupons  appertaining  thereto  may be brought in any United
States Federal or New York State court sitting in the Borough of Manhattan,  The
City of New York,  New York to the  extent  that such court has  subject  matter
jurisdiction  over the  controversy,  and,  by  execution  and  delivery of this
Indenture,  the  Company and the  Guarantor  each  hereby  irrevocably  accepts,
generally  and  unconditionally,  the  jurisdiction  of  the  aforesaid  courts,
acknowledges  their  competence  and  irrevocably  agrees  to be  bound  by  any
judgement  rendered in such proceeding.  The Company and the Guarantor each also
irrevocably  and  unconditionally  waives for the benefit of the Trustee and the
Holders of the  Securities  and Coupons any immunity from  jurisdiction  and any
immunity from legal process (whether through service or notice, attachment prior
to judgement,  attachment  in the aid of  execution,  execution or otherwise) in
respect  of this  Indenture.  Nothing  herein  shall  affect  the right to serve
process  in any  other  manner  permitted  by any law or limit  the right of the
Trustee  or any  Holder to  institute  proceedings  against  the  Company or the
Guarantor in the courts of any other jurisdiction or jurisdictions.


                                    ARTICLE 2
                                SECURITIES FORMS

     Section 2.1 Forms Generally.

     Each  Registered  Security,   Bearer  Security,  Coupon  and  temporary  or
permanent  global  Security  issued  pursuant  to  this  Indenture  shall  be in
substantially  the form  established by or pursuant to a Board  Resolution or in
one  or  more  indentures  supplemental  hereto,  shall  have  such  appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted by or pursuant to this Indenture or any indenture  supplemental hereto
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 any law
or with any rules  made  pursuant  thereto  or with any rules of any  securities
exchange  or as  may,  consistently  herewith,  be  determined  by the  officers
executing  such  Security  or Coupon as  evidenced  by their  execution  of such
Security or Coupon.

     Unless  otherwise  provided  in  or  pursuant  to  this  Indenture  or  any
Securities,  the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

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


                                       23

<PAGE>

     Section 2.2 Form of Trustee's Certificate of Authentication.

     Subject to Section 6.10, the Trustee's  certificate of authentication shall
be in substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:
                                            THE BANK OF NEW YORK, as Trustee

                                            By:________________________________
                                                     Authorized Signatory

     Section 2.3 Securities in Global Form.

     Unless  otherwise  provided  in  or  pursuant  to  this  Indenture  or  any
Securities,  the  Securities  shall not be issuable in  temporary  or  permanent
global form.  If  Securities  of a series shall be issuable in global form,  any
such  Security  may  provide  that it or any  number  of such  Securities  shall
represent the aggregate amount of all Outstanding  Securities of such series (or
such  lesser  amount as is  permitted  by the terms  thereof)  from time to time
endorsed  thereon and may also provide that the aggregate  amount of Outstanding
Securities  represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect the
amount,  or any increase or decrease in the amount,  or changes in the rights of
Holders,  of Outstanding  Securities  represented  thereby shall be made in such
manner and by such  Person or Persons  as shall be  specified  therein or in the
Company  Order to be  delivered  pursuant  to  Section  3.3 or 3.4 with  respect
thereto.  Subject to the provisions of Section 3.3 and, if  applicable,  Section
3.4, the Trustee  shall  deliver and  redeliver,  in each case at the  Company's
expense,  any  Security  in  permanent  global  form  in  the  manner  and  upon
instructions  given  by  the  Person  or  Persons  specified  therein  or in the
applicable  Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
been, or  simultaneously  is,  delivered,  any  instructions by the Company with
respect  to a  Security  in  global  form  shall be in  writing  but need not be
accompanied  by or  contained  in an  Officer's  Certificate  and  need  not  be
accompanied by an Opinion of Counsel.

     Notwithstanding  the provisions of Section 3.7, unless otherwise  specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, and any Additional  Amounts in respect of, any Security
in  temporary  or  permanent  global form shall be made to the Person or Persons
specified therein.

                                       23
<PAGE>

     Notwithstanding the provisions of Section 3.8 and except as provided in the
preceding paragraph,  the Company,  the Guarantor,  the Trustee and any agent of
the  Company,  the  Guarantor  or the Trustee  shall treat as the Holder of such
principal amount of Outstanding  Securities represented by a global Security (i)
in the case of a global  Security in registered  form, the Holder of such global
Security in registered  form, or (ii) in the case of a global Security in bearer
form, the Person or Persons specified pursuant to Section 3.1.

                                    ARTICLE 3
                                 THE SECURITIES

     Section 3.1 Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series.

     With respect to any Securities to be authenticated and delivered hereunder,
there shall be established in or pursuant to a Board Resolution and set forth in
an Officer's Certificate,  or established in one or more indentures supplemental
hereto:

          (1) the  title  of  such  Securities  and the  series  in  which  such
     Securities shall be included (which shall distinguish the Securities of the
     series from all other Securities);

          (2) any limit upon the aggregate principal amount of the Securities of
     such title or the Securities of such 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 such series pursuant to Section 3.4, 3.5, 3.6, 9.5
     or 11.7,  upon repayment in part of any Registered  Security of such series
     pursuant to Article 13, upon surrender in part of any  Registered  Security
     for  conversion  into  other  securities  of the  Company or  exchange  for
     securities of the  Guarantor or another  issuer  pursuant to its terms,  or
     pursuant to or as contemplated by the terms of such Securities);

          (3) if such Securities are to be issuable as Registered Securities, as
     Bearer  Securities or  alternatively  as Bearer  Securities  and Registered
     Securities,  and whether  the Bearer  Securities  are to be  issuable  with
     Coupons,  without Coupons or both, and any  restrictions  applicable to the
     offer,  sale or delivery of the Bearer  Securities  and the terms,  if any,
     upon which Bearer Securities may be exchanged for Registered Securities and
     vice versa;

          (4) if any of such  Securities are to be issuable in global form, when
     any of such  Securities  are to be  issuable in global form and (i) whether
     such  Securities are to be issued in temporary or permanent  global form or
     both, (ii) whether


                                       24
<PAGE>

     beneficial  owners of  interests  in any such global  Security may exchange
     such  interests for  Securities of the same series and of like tenor and of
     any authorized form and denomination, and the circumstances under which any
     such exchanges may occur, if other than in the manner  specified in Section
     3.5, and (iii) the name of the  Depository or the U.S.  Depository,  as the
     case may be, with respect to any such global Security;

          (5) if any of such Securities are to be issuable as Bearer  Securities
     or in global form, the date as of which any such Bearer  Security or global
     Security shall be dated (if other than the date of original issuance of the
     first of such Securities to be issued);

          (6) if any of such Securities are to be issuable as Bearer Securities,
     whether  interest in respect of any portion of a temporary  Bearer Security
     in global form  payable in respect of an  Interest  Payment  Date  therefor
     prior to the  exchange,  if any,  of such  temporary  Bearer  Security  for
     definitive  Securities  shall  be paid to any  clearing  organization  with
     respect  to the  portion of such  temporary  Bearer  Security  held for its
     account  and,  in such  event,  the terms  and  conditions  (including  any
     certification  requirements)  upon which any such interest payment received
     by a clearing  organization  will be credited  to the  Persons  entitled to
     interest payable on such Interest Payment Date;

          (7) the date or dates, or the method or methods, if any, by which such
     date  or  dates  shall  be  determined,  on  which  the  principal  of such
     Securities is payable;

          (8) the rate or rates at which such Securities shall bear interest, if
     any, or the method or  methods,  if any, by which such rate or rates are to
     be  determined,  the date or dates,  if any, from which such interest shall
     accrue or the method or methods, if any, by which such date or dates are to
     be determined,  the Interest  Payment Dates, if any, on which such interest
     shall be payable and the Regular  Record  Date,  if any,  for the  interest
     payable on Registered  Securities on any Interest Payment Date, whether and
     under what  circumstances  Additional  Amounts on such Securities or any of
     them  shall be  payable,  the  notice,  if any,  to Holders  regarding  the
     determination  of interest on a floating  rate  Security  and the manner of
     giving such notice,  and the basis upon which  interest shall be calculated
     if other than that of a 360-day year of twelve 30-day months;

          (9) if in addition to or other than the Borough of Manhattan, The City
     of New York,  the place or places where the  principal  of, any premium and
     interest on or any Additional Amounts with respect to such Securities shall
     be payable,  any of such Securities  that are Registered  Securities may be
     surrendered  for  registration  of  transfer  or  exchange,   any  of  such
     Securities  may be  surrendered  for  conversion or exchange and notices or
     demands to or upon the Company or the Guarantor in


                                       25

<PAGE>

     respect of such Securities and this Indenture may be served,  the extent to
     which, or the manner in which, any interest  payment or Additional  Amounts
     on a global  Security on an  Interest  Payment  Date,  will be paid and the
     manner in which any principal of or premium, if any, on any global Security
     will be paid;

          (10) whether any of such Securities are to be redeemable at the option
     of the  Company  and,  if so,  the date or dates on  which,  the  period or
     periods within which,  the price or prices at which and the other terms and
     conditions upon which such Securities may be redeemed, in whole or in part,
     at the option of the Company;

          (11)  whether the Company is  obligated  to redeem or purchase  any of
     such Securities  pursuant to any sinking fund or analogous  provision or at
     the option of any Holder  thereof  and,  if so, the date or dates on which,
     the period or periods  within  which,  the price or prices at which and the
     other terms and conditions upon which such Securities  shall be redeemed or
     purchased,  in whole  or in  part,  pursuant  to such  obligation,  and any
     provisions for the remarketing of such Securities so redeemed or purchased;

          (12)  the  denominations  in  which  any of such  Securities  that are
     Registered  Securities  shall be  issuable if other than  denominations  of
     $1,000 and any integral  multiple  thereof,  and the denominations in which
     any of such  Securities  that are Bearer  Securities  shall be  issuable if
     other than the denomination of $1,000;

          (13) whether the  Securities  of the series will be  convertible  into
     other  securities of the Company and/or  exchangeable for securities of the
     Guarantor or another issuer, and if so, the terms and conditions upon which
     such Securities will be so convertible or  exchangeable,  and any deletions
     from or  modifications  or  additions  to this  Indenture  to  permit or to
     facilitate the issuance of such  convertible or exchangeable  Securities or
     the administration thereof;

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

          (15) if other than Dollars,  the Foreign  Currency in which payment of
     the principal of, any premium or interest on or any Additional Amounts with
     respect to any of such Securities shall be payable;

          (16) if the principal of, any premium or interest on or any Additional
     Amounts with respect to any of such  Securities  are to be payable,  at the
     election of the Company or a Holder thereof or otherwise,  in Dollars or in
     a Foreign  Currency other than that in which such  Securities are stated to
     be payable, the date or dates on which, the period or periods within which,
     and the other terms and conditions  upon which,  such election may be made,
     and the time and  manner of  determining  the  exchange  rate  between  the
     Currency in which such Securities are stated to be payable and the Currency
     in which such  Securities  or any of them are to be paid  pursuant  to such
     election,  and any deletions from or  modifications  of or additions to the
     terms of this  Indenture  to provide for or to  facilitate  the issuance of
     Securities  denominated  or  payable,  at the  election of the Company or a
     Holder thereof or otherwise, in a Foreign Currency;


                                       26
<PAGE>
          (17)  whether the amount of payments of  principal  of, any premium or
     interest on or any Additional  Amounts with respect to such  Securities may
     be  determined  with  reference  to an index,  formula  or other  method or
     methods  (which index,  formula or method or methods may be based,  without
     limitation,  on one or more  Currencies,  commodities,  equity  securities,
     equity indices or other indices), and, if so, the terms and conditions upon
     which and the manner in which such amounts shall be determined  and paid or
     payable;

          (18) any deletions from,  modifications  of or additions to the Events
     of Default or covenants of the Company or the Guarantor with respect to any
     of such Securities,  whether or not such Events of Default or covenants are
     consistent with the Events of Default or covenants set forth herein;

          (19) whether either or both of Section  4.2(2)  relating to defeasance
     or Section 4.2(3) relating to covenant  defeasance  shall not be applicable
     to the  Securities  of such series,  or any  covenants in addition to those
     specified in Section 4.2(3) relating to the Securities of such series which
     shall be  subject  to  covenant  defeasance,  and any  deletions  from,  or
     modifications  or additions  to, the  provisions of Article 4 in respect of
     the Securities of such series;

          (20)  whether  any of such  Securities  are to be  issuable  upon  the
     exercise of warrants, and the time, manner and place for such Securities to
     be authenticated and delivered;

          (21) if any of such  Securities  are to be issuable in global form and
     are to be issuable in definitive  form (whether upon original issue or upon
     exchange of a temporary Security) only upon receipt of certain certificates
     or other documents or satisfaction of other  conditions,  then the form and
     terms of such certificates, documents or conditions;

          (22) if there is more than one  Trustee,  the  identity of the Trustee
     and, if not the Trustee,  the identity of each Security  Registrar,  Paying
     Agent or Authenticating Agent with respect to such Securities; and

          (23) any other terms of such  Securities and any other  deletions from
     or  modifications  or  additions  to  this  Indenture  in  respect  of such
     Securities.

                                       27
<PAGE>

     All Securities of any one series and all Coupons,  if any,  appertaining to
Bearer  Securities of such series shall be substantially  identical except as to
Currency  of  payments  due  thereunder,  denomination  and the rate of interest
thereon,  or method of determining the rate of interest,  if any, Maturity,  and
the date from which  interest,  if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board  Resolution and set forth
in the Officer's  Certificate  or in any  indenture or  indentures  supplemental
hereto  pertaining to such series of Securities.  The terms of the Securities of
any  series  may  provide,  without  limitation,  that the  Securities  shall be
authenticated  and delivered by the Trustee on original  issue from time to time
upon  written  order of  persons  designated  in the  Officer's  Certificate  or
supplemental  indenture  and that such  persons  are  authorized  to  determine,
consistent  with  such  Officer's  Certificate  or any  applicable  supplemental
indenture,  such terms and  conditions  of the  Securities of such series as are
specified  in  such  Officer's  Certificate  or  supplemental   indenture.   All
Securities  of any one  series  need not be issued at the same time and,  unless
otherwise so  provided,  a series may be reopened  for  issuances of  additional
Securities  of such series or to  establish  additional  terms of such series of
Securities.

     If any of the terms of the Securities of any series shall be established by
action taken by or pursuant to a Board Resolution, the Board Resolution shall be
delivered  to  the  Trustee  at or  prior  to  the  delivery  of  the  Officer's
Certificate setting forth the terms of such series.

     Section 3.2 Currency; Denominations.

     Unless otherwise  provided in or pursuant to this Indenture,  the principal
of, any premium and interest on and any  Additional  Amounts with respect to the
Securities shall be payable in Dollars. Unless otherwise provided in or pursuant
to this  Indenture,  Registered  Securities  denominated  in  Dollars  shall  be
issuable in registered form without Coupons in  denominations  of $1,000 and any
integral  multiple  thereof,  and the Bearer  Securities  denominated in Dollars
shall be issuable in the  denomination of $5,000.  Securities not denominated in
Dollars shall be issuable in such  denominations as are established with respect
to such Securities in or pursuant to this Indenture.

     Section 3.3 Execution, Authentication, Delivery and Dating.

     Securities  shall be executed  on behalf of the Company by its  Chairman of
the Board, a Vice Chairman,  its President,  its Chief  Executive  Officer,  its
Chief Financial  Officer,  its Chief  Accounting  Officer,  its Chief Investment
Officer, its Treasurer or a Vice President,  its General Counsel or an Assistant
General  Counsel.  Coupons  shall be  executed  on behalf of the  Company by the
Treasurer or any  Assistant  Treasurer of the Company.  The  signature of any of
these  officers on the  Securities  or any Coupons  appertaining  thereto may be
manual or facsimile.

     Securities  and any  Coupons  appertaining  thereto  bearing  the manual or
facsimile  signatures of individuals who were at any time the proper officers of
the Company shall bind


                                       28
<PAGE>

the Company and the Guarantor,  notwithstanding  that such individuals or any of
them have ceased to hold such offices prior to the  authentication  and delivery
of such  Securities  and  Coupons  or did not hold such  offices  at the date of
original issuance of such Securities or Coupons.

     At any time and from time to time after the  execution and delivery of this
Indenture,  the  Company  may  deliver  Securities,  together  with any  Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and,   provided  that  the  Board   Resolution  and  Officer's   Certificate  or
supplemental indenture or indentures with respect to such Securities referred to
in Section 3.1 and a Company Order for the  authentication  and delivery of such
Securities  have been delivered to the Trustee,  the Trustee in accordance  with
the Company Order and subject to the  provisions  hereof and of such  Securities
shall  authenticate  and  deliver  such  Securities.   In  authenticating   such
Securities,  and accepting the additional  responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee
shall be entitled to receive,  and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in relying upon,

          (1) an Opinion of Counsel to the effect that:

               (a) the form or forms and terms of such  Securities  and Coupons,
          if any, have been  established  in conformity  with the  provisions of
          this Indenture;

               (b) all conditions  precedent to the  authentication and delivery
          of such Securities and Coupons,  if any,  appertaining  thereto,  have
          been  complied  with  and  that  such  Securities  and  Coupons,  when
          completed  by  appropriate   insertions,   executed  by  the  Company,
          delivered by a duly  authorized  officer of the Company to the Trustee
          for authentication  pursuant to this Indenture,  and authenticated and
          delivered  by the  Trustee and issued by the Company in the manner and
          subject to any conditions, limitations and exceptions as are customary
          at the time and specified in such Opinion of Counsel,  will constitute
          legally  valid and binding  obligations  of the  Company,  enforceable
          against  the  Company  in  accordance  with  their  terms,  except  as
          enforcement  thereof  may be  subject  to or  limited  by  bankruptcy,
          insolvency,   reorganization,   moratorium,   arrangement,  fraudulent
          conveyance,  fraudulent  transfer or other similar laws relating to or
          affecting   creditors'  rights  generally,   and  subject  to  general
          principles of equity (regardless of whether enforcement is sought in a
          proceeding  in equity or at law) and will entitle the Holders  thereof
          to the  benefits of this  Indenture,  including  the  Guarantee;  such
          Opinion of Counsel need express no opinion as to the  availability  of
          equitable remedies; and

               (c) all laws and  requirements  in respect of the  execution  and
          delivery by the Company of such  Securities and Coupons,  if any, have
          been complied with.


                                       29

<PAGE>

          (2) an Officer's Certificate and a Guarantor's Officer's  Certificate,
     in each case stating that, to the best  knowledge of the Persons  executing
     such certificate, all conditions precedent to the execution, authentication
     and delivery of such Securities and Coupons, if any,  appertaining thereto,
     have been complied with.

     If all the  Securities  of any series are not to be issued at one time,  it
shall not be  necessary  to  deliver an  Opinion  of  Counsel  and an  Officer's
Certificate  and  Guarantor's  Officer's  Certificate at the time of issuance of
each   Security,   but  such   opinion  and   certificates,   with   appropriate
modifications, shall be delivered at or before the time of issuance of the first
Security of such series.  After any such first  delivery,  any separate  written
request by an  Authorized  Officer of the  Company or any person  designated  in
writing by an  Authorized  Officer  that the  Trustee  authenticate  and deliver
Securities  of  such  series  for  original   issue  will  be  deemed  to  be  a
certification  by the Company and the Guarantor  that all  conditions  precedent
provided for in this Indenture  relating to authentication  and delivery of such
Securities continue to have been complied with.

     The  Trustee  shall  not  be  required  to  authenticate  or  to  cause  an
Authenticating  Agent  to  authenticate  any  Securities  if the  issue  of such
Securities  pursuant to this  Indenture  will 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 or if the  Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

     Each  Registered  Security  shall be dated the date of its  authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

     No Security or Coupon appertaining thereto 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 in Section 2.2 or 6.10 executed by or on behalf of the Trustee
or by the Authenticating  Agent by the manual signature of one of its authorized
signatories.  Such certificate  upon any Security shall be conclusive  evidence,
and the only  evidence,  that  such  Security  has been duly  authenticated  and
delivered  hereunder.  Except as  permitted  by Section 3.6 or 3.7,  the Trustee
shall not  authenticate  and  deliver  any Bearer  Security  unless all  Coupons
appertaining thereto then matured have been detached and cancelled.

     Section 3.4 Temporary Securities.

     Pending the preparation of definitive  Securities,  the Company may execute
and  deliver  to  the  Trustee  and,  upon  Company  Order,  the  Trustee  shall
authenticate  and  deliver,  in the manner  provided in Section  3.3,  temporary
Securities  in  lieu  thereof  which  are  printed,  lithographed,  typewritten,
mimeographed   or   otherwise   produced,   in  any   authorized   denomination,
substantially  of the tenor of the  definitive  Securities in lieu of which they
are


                                       30
<PAGE>

issued,  in registered  form or, if authorized in or pursuant to this Indenture,
in  bearer  form  with one or more  Coupons  or  without  Coupons  and with such
appropriate  insertions,  omissions,  substitutions  and other variations as the
officers of the Company executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.  Such temporary  Securities may
be in global form.

     Except in the case of temporary  Securities in global form,  which shall be
exchanged in accordance with the provisions thereof, if temporary Securities are
issued,  the Company shall cause  definitive  Securities to be prepared  without
unreasonable  delay. After the preparation of definitive  Securities of the same
series and containing  terms and  provisions  that are identical to those of any
temporary  Securities,  such temporary Securities shall be exchangeable for such
definitive  Securities upon surrender of such temporary  Securities at an Office
or Agency  for such  Securities,  without  charge to any  Holder  thereof.  Upon
surrender for cancellation of any one or more temporary Securities  (accompanied
by any unmatured Coupons  appertaining  thereto),  the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive  Securities of authorized  denominations of the same series
and  containing  identical  terms and  provisions;  provided,  however,  that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
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 or  pursuant to this  Indenture.  Unless  otherwise  provided in or
pursuant to this Indenture with respect to a temporary global Security, 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.

     Section 3.5 Registration, Transfer and Exchange.

     With  respect to the  Registered  Securities  of each  series,  if any, the
Company  shall  cause to be kept a register  (each such  register  being  herein
sometimes  referred to as the  "Security  Register")  at an Office or Agency for
such  series  in  which,  subject  to  such  reasonable  regulations  as it  may
prescribe,  the Company shall  provide for the  registration  of the  Registered
Securities of such series and of transfers of the Registered  Securities of such
series. Such Office or Agency shall be the "Security  Registrar" for that series
of Securities.  Unless  otherwise  specified in or pursuant to this Indenture or
the  Securities,  the Trustee shall be the initial  Security  Registrar for each
series of  Securities.  The  Company  shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities;  provided
that no such  removal  or  replacement  shall  be  effective  until a  successor
Security  Registrar  with respect to such series of  Securities  shall have been
appointed  by the  Company  and shall  have  accepted  such  appointment  by the
Company.  In the  event  that the  Trustee  shall  not be or  shall  cease to be
Security  Registrar  with respect to a series of  Securities,  it shall have the
right to examine the Security  Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

                                       31
<PAGE>

     Upon surrender for  registration of transfer of any Registered  Security of
any series at any Office or Agency for such series,  the Company shall  execute,
and the Trustee shall  authenticate  and deliver,  in the name of the designated
transferee or  transferees,  one or more new  Registered  Securities of the same
series  denominated  as authorized in or pursuant to this  Indenture,  of a like
aggregate  principal amount bearing a number not  contemporaneously  outstanding
and containing identical terms and provisions.

     At the option of the  Holder,  Registered  Securities  of any series may be
exchanged  for  other  Registered  Securities  of  the  same  series  containing
identical terms and provisions, in any authorized  denominations,  and of a like
aggregate  principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series.  Whenever any Registered Securities are so
surrendered  for  exchange,  the Company  shall  execute,  and the Trustee shall
authenticate and deliver, the Registered  Securities which the Holder making the
exchange is entitled to receive.

     If provided in or pursuant to this Indenture, with respect to Securities of
any series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered  Securities of such series containing  identical terms,
denominated  as  authorized  in or  pursuant to this  Indenture  and in the same
aggregate  principal  amount,  upon  surrender  of the Bearer  Securities  to be
exchanged at any Office or Agency for such series,  with all  unmatured  Coupons
and all  matured  Coupons in default  thereto  appertaining.  If the Holder of a
Bearer  Security  is unable to produce any such  unmatured  Coupon or Coupons or
matured  Coupon or Coupons in  default,  such  exchange  may be  effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company,
the  Guarantor  and the  Trustee in an amount  equal to the face  amount of such
missing  Coupon or Coupons,  or the surrender of such missing  Coupon or Coupons
may be  waived  by the  Company,  the  Guarantor  and the  Trustee  if  there is
furnished to them such security or indemnity as they may require to save each of
them and any Paying  Agent  harmless.  If  thereafter  the Holder of such Bearer
Security shall  surrender to any Paying Agent any such missing Coupon in respect
of which such a payment  shall have been made,  such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest  represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for such
series located outside the United States. Notwithstanding the foregoing, in case
a Bearer  Security of any series is surrendered at any such Office or Agency for
such series in exchange for a Registered  Security of such 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 next
succeeding 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 of payment,  as the case
may be (or, if such Coupon is so  surrendered  with such Bearer  Security,  such
Coupon shall be returned to the Person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, shall not be payable on such
Interest  Payment  Date or  proposed  date for  payment,  as the case may be, in
respect of the


                                       32
<PAGE>

Registered  Security issued in exchange for such Bearer  Security,  but shall be
payable  only to the  Holder  of such  Coupon  when due in  accordance  with the
provisions of this Indenture.  If provided in or pursuant to this Indenture with
respect to  Securities  of any series,  at the option of the Holder,  Registered
Securities of such series may be exchanged for Bearer Securities upon such terms
and  conditions as may be provided in or pursuant to this Indenture with respect
to such  series.  Whenever  any  Securities  are  surrendered  for  exchange  as
contemplated  by the  immediately  preceding two  paragraphs,  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 the valid and legally binding obligations of the Company and
the Guarantor, respectively,  evidencing the same debt and entitling the Holders
thereof to the same benefits under this Indenture as the Securities  surrendered
upon such registration of transfer or exchange.

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

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange, or redemption of Securities,  but the Company may require payment of a
sum  sufficient  to cover  any tax or other  governmental  charge  and any other
expenses  (including  fees and expenses of the  Trustee)  that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer.

     Except as otherwise provided in or pursuant to this Indenture,  the Company
shall not be required  (i) to issue,  register  the  transfer of or exchange any
Securities  during a period  beginning at the opening of business 15 days before
the day of mailing of a notice of redemption of Securities of like tenor and the
same series under Section 11.3 and ending at the close of business on the day of
such  mailing,  or (ii) to register the  transfer of or exchange any  Registered
Security  selected for redemption in whole or in part, except in the case of any
Security to be redeemed in part,  the  portion  thereof not to be  redeemed,  or
(iii) to exchange any Bearer  Security  selected for redemption  except,  to the
extent provided with respect to such Bearer Security,  that such Bearer Security
may be exchanged  for a  Registered  Security of like tenor and the same series,
provided that such  Registered  Security  shall be immediately  surrendered  for
redemption with written  instruction for payment  consistent with the provisions
of this  Indenture  or (iv) to issue,  register  the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not to
be so repaid.

                                       33
<PAGE>

     Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.

     If  any  mutilated   Security  or  a  Security  with  a  mutilated   Coupon
appertaining  to it is surrendered to the Trustee,  subject to the provisions of
this Section 3.6, the Company shall  execute and the Trustee shall  authenticate
and deliver in exchange  therefor a new  Security of the same series  containing
identical  terms  and  of  like  principal  amount  and  bearing  a  number  not
contemporaneously  outstanding,  with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

     If there be  delivered to the Company,  the  Guarantor  and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Coupon,  and (ii) such  security or  indemnity  as may be required by them to
save each of them and any agent of any of them harmless, then, in the absence of
notice to the Company, the Guarantor or the Trustee that such Security or Coupon
has been acquired by a bona fide purchaser,  the Company shall execute and, upon
the Company's  written request the Trustee shall  authenticate  and deliver,  in
exchange  for or 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 containing identical terms and of like principal
amount and  bearing a number not  contemporaneously  outstanding,  with  Coupons
appertaining thereto  corresponding to the Coupons, if any, appertaining to such
destroyed,  lost or stolen  Security or to the Security to which such destroyed,
lost or stolen Coupon appertains.

     Notwithstanding  the foregoing  provisions of this Section 3.6, in case any
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 Coupon; provided,  however, that payment of
principal of, any premium or interest on or any Additional  Amounts with respect
to any Bearer Securities shall, except as otherwise provided in Section 10.2, be
payable  only at an Office or Agency for such  Securities  located  outside  the
United States and, unless  otherwise  provided in or pursuant to this Indenture,
any interest on Bearer  Securities  and any  Additional  Amounts with respect to
such  interest  shall be payable  only upon  presentation  and  surrender of the
Coupons appertaining thereto.

     Upon the issuance of any new  Security  under this Section 3.6, 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,  with any Coupons  appertaining thereto issued pursuant
to this Section 3.6 in lieu of any  destroyed,  lost or stolen  Security,  or in
exchange for a Security to which a destroyed,  lost or stolen Coupon  appertains
shall constitute a separate obligation of the Company and the Guarantor, whether
or not the destroyed,  lost or stolen Security and Coupons  appertaining thereto
or the  destroyed,  lost or stolen  Coupon shall be at any time


                                       34
<PAGE>

enforceable  by  anyone,  and  shall be  entitled  to all the  benefits  of this
Indenture equally and proportionately  with any and all other Securities of such
series and any Coupons, if any, duly issued hereunder.

     The provisions of this Section 3.6, as amended or supplemented  pursuant to
this  Indenture  with respect to particular  Securities  or generally,  shall be
exclusive  and shall  preclude  (to the  extent  lawful)  all other  rights  and
remedies with respect to the  replacement  or payment of  mutilated,  destroyed,
lost or stolen Securities or Coupons.

     Section 3.7 Payment of Interest and Certain Additional  Amounts;  Rights to
Interest and Certain Additional Amounts Preserved.

     Unless otherwise provided in or pursuant to this Indenture, any interest on
and any Additional  Amounts with respect to any Registered  Security which shall
be payable,  and are  punctually  paid or duly  provided  for,  on any  Interest
Payment Date shall be paid to the Person in whose name such  Security (or one or
more  Predecessor  Securities)  is registered as of the close of business on the
Regular Record Date for such interest.

     Unless otherwise provided in or pursuant to this Indenture, any interest on
and any Additional  Amounts with respect to any Registered  Security which shall
be  payable,  but shall not be  punctually  paid or duly  provided  for,  on any
Interest  Payment Date for such Registered  Security  (herein called  "Defaulted
Interest")  shall  forthwith  cease to be payable  to the Holder  thereof on the
relevant  Regular  Record  Date by virtue of having been such  Holder;  and such
Defaulted Interest may be paid by the Company or the Guarantor,  at its election
in each case, as provided in clause (1) or (2) below:

          (1) The  Company  or the  Guarantor,  as the case may be, may elect to
     make  payment of any  Defaulted  Interest  to the Person in whose name such
     Registered Security (or a Predecessor Security thereof) shall be registered
     at the close of business  on a Special  Record Date for the payment of such
     Defaulted  Interest,  which shall be fixed by the Company in the  following
     manner. The Company or the Guarantor,  as the case may be, shall notify the
     Trustee in writing of the amount of Defaulted  Interest proposed to be paid
     on such Registered Security,  the Special Record Date therefor and the date
     of the proposed payment, and at the same time the Company or the Guarantor,
     as the case may be, shall deposit with the Trustee an amount of money equal
     to the aggregate  amount  proposed to be paid in respect of such  Defaulted
     Interest or shall make  arrangements  satisfactory  to the Trustee for such
     deposit on or prior to the date of the proposed payment, such money when so
     deposited  to be held in trust for the  benefit of the Person  entitled  to
     such Defaulted Interest as in this clause provided. The Special Record Date
     for the payment of such  Defaulted  Interest shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less  than  10 days  after  notification  to the  Trustee  of the  proposed
     payment.  The Trustee shall,  in the name and at the expense of the Company
     or the Guarantor, cause notice of the proposed


                                       35
<PAGE>

     payment of such Defaulted  Interest and the Special Record Date therefor to
     be mailed,  first-class  postage prepaid,  to the Holder of such Registered
     Security (or a Predecessor  Security  thereof) at his address as it appears
     in the Security Register not less than 10 days prior to such Special Record
     Date. The Trustee may, in its discretion, in the name and at the expense of
     the Company or the  Guarantor,  cause a similar  notice to be  published at
     least once in an Authorized Newspaper of general circulation in the Borough
     of Manhattan,  The City of New York,  but such  publication  shall not be a
     condition  precedent  to the  establishment  of such  Special  Record Date.
     Notice of the proposed  payment of such Defaulted  Interest and the Special
     Record  Date  therefor  having  been mailed as  aforesaid,  such  Defaulted
     Interest shall be paid to the Person in whose name such Registered Security
     (or a  Predecessor  Security  thereof)  shall be registered at the close of
     business  on such  Special  Record  Date and  shall no  longer  be  payable
     pursuant to the following clause (2).

          (2) The Company or the Guarantor, as the case may be, may make payment
     of any Defaulted  Interest in any other lawful manner not inconsistent with
     the  requirements of any securities  exchange on which such Security may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice  given by the Company or the  Guarantor,  as the case may be, to the
     Trustee of the proposed payment pursuant to this clause, such payment shall
     be deemed  practicable  by the  Trustee.  Unless  otherwise  provided in or
     pursuant to this  Indenture  or the  Securities  of any  particular  series
     pursuant to the provisions of this Indenture,  at the option of the Company
     or the Guarantor,  interest on Registered Securities 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 or by transfer to an
     account maintained by the payee with a bank located in the United States.

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

     In the case of any  Registered  Security of any series that is  convertible
into other  securities  of the Company or  exchangeable  for  securities  of the
Guarantor or another issuer, which Registered Security is converted or exchanged
after any Regular  Record Date and on or prior to the next  succeeding  Interest
Payment  Date  (other than any  Registered  Security  with  respect to which the
Stated Maturity is prior to such Interest  Payment Date),  interest with respect
to which the Stated  Maturity is on such Interest  Payment Date shall be payable
on such Interest Payment Date notwithstanding  such conversion or exchange,  and
such  interest  (whether or not  punctually  paid or duly provided for) shall be
paid to the  Person  in whose  name  that  Registered  Security  (or one or more
predecessor  Registered  Securities)  is  registered at the close of business on
such  Regular  Record  Date.  Except  as  otherwise  expressly  provided  in the
immediately  preceding sentence, in the case of any Registered


                                       36
<PAGE>

Security  which is converted or  exchanged,  interest  with respect to which the
Stated  Maturity is after the date of conversion or exchange of such  Registered
Security shall not be payable. Section 3.8 Persons Deemed Owners.

     Prior to due  presentment  of a  Registered  Security for  registration  of
transfer,  the Company, the Guarantor,  the Trustee and any agent of the Company
or the  Guarantor  or the  Trustee  may  treat  the  Person  in whose  name such
Registered  Security is registered in the Security Register as the owner of such
Registered  Security for the purpose of receiving  payment of principal  of, any
premium and  (subject to Sections  3.5 and 3.7)  interest on and any  Additional
Amounts with  respect to such  Registered  Security  and for all other  purposes
whatsoever,  whether or not any payment with respect to such Registered Security
shall be overdue,  and none of the Company,  the  Guarantor,  the Trustee or any
agent of the Company,  the  Guarantor or the Trustee shall be affected by notice
to the contrary.

     The Company,  the Guarantor,  the Trustee and any agent of the Company, the
Guarantor  or the  Trustee  may treat the bearer of any Bearer  Security  or the
bearer of any Coupon 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 any payment with respect to such Security or
Coupon shall be overdue, and none of the Company, the Guarantor,  the Trustee or
any agent of the  Company,  the  Guarantor  or the Trustee  shall be affected by
notice to the contrary.

     No Holder of any  beneficial  interest in any global  Security  held on its
behalf by a Depository  shall have any rights under this  Indenture with respect
to such global Security,  and such Depository may be treated by the Company, the
Guarantor,  the  Trustee,  and any agent of the  Company,  the  Guarantor or the
Trustee as the owner of such global Security for all purposes  whatsoever.  None
of the Company,  the  Guarantor,  the Trustee,  any Paying Agent or the Security
Registrar  will  have any  responsibility  or  liability  for any  aspect of the
records  relating  to or  payments  made  on  account  of  beneficial  ownership
interests of a global Security or for maintaining,  supervising or reviewing any
records relating to such beneficial ownership interests.

     Section 3.9 Cancellation.

         All  Securities  and  Coupons  surrendered  for  payment,   redemption,
registration  of  transfer,  exchange or  conversion  or for credit  against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee,  and any such  Securities  and Coupons,  as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee.  The Company or the Guarantor may at
any time  deliver to the  Trustee for  cancellation  any  Securities  previously
authenticated  and  delivered  hereunder  which the Company or the Guarantor may
have acquired in any manner whatsoever, and all Securities so delivered shall be
cancelled promptly by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for


                                       37
<PAGE>

any  Securities  cancelled  as provided  in this  Section,  except as  expressly
permitted by or pursuant to this Indenture. All cancelled Securities and Coupons
held by the Trustee shall be disposed of by the Trustee,  in accordance with its
customary procedures. Section 3.10 Computation of Interest.

     Except as  otherwise  provided in or pursuant to this  Indenture  or in any
Security, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months, which amount shall be rounded to the nearest cent.

     Section 3.11 CUSIP and ISIN Numbers.

     The Company in issuing the  Securities  may use "CUSIP" and "ISIN"  numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" and "ISIN"
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" or "ISIN" numbers.

                                    ARTICLE 4
                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 4.1 Satisfaction and Discharge.

     Upon the direction of the Company by a Company Order or of the Guarantor by
a Guarantor  Order,  this  Indenture  shall  cease to be of further  effect with
respect to any series of Securities specified in such Company Order or Guarantor
Order and any Coupons  appertaining  thereto,  and the Trustee,  on receipt of a
Company  Order or a  Guarantor  Order,  at the  expense of the  Company  and the
Guarantor,  shall execute  proper  instruments  acknowledging  satisfaction  and
discharge of this Indenture as to such series, when

          (1) either

               (a) all Securities of such series  theretofore  authenticated and
          delivered and all Coupons appertaining thereto (other than (i) Coupons
          appertaining  to  Bearer  Securities  of such  series  surrendered  in
          exchange for  Registered  Securities of such series and maturing after
          such  exchange  whose  surrender is not required or has been waived as
          provided in Section 3.5,  (ii)  Securities  and Coupons of such series
          which have been destroyed, lost or stolen and which have been replaced
          or paid as provided in Section  3.6,  (iii)  Coupons  appertaining  to
          Securities of such series called for redemption and maturing after the
          relevant  Redemption  Date whose surrender has been waived as provided
          in Section 11.7,  and (iv)  Securities  and


                                       38
<PAGE>

          Coupons of such series for whose  payment money has  theretofore  been
          deposited in trust or  segregated  and held in trust by the Company or
          the Guarantor and  thereafter  repaid to the Company or the Guarantor,
          as the case may be, or  discharged  from such  trust,  as  provided in
          Section 10.3) have been delivered to the Trustee for cancellation; or

               (b) all Securities of such series and, in the case of (i) or (ii)
          below, any Coupons appertaining  thereto not theretofore  delivered to
          the Trustee for cancellation (i) have become due and payable,  or (ii)
          will become due and payable at their Stated  Maturity within one year,
          or (iii) if redeemable at the option of the Company,  are to be called
          for redemption within one year under arrangements  satisfactory to the
          Trustee for the giving of notice of  redemption  by the Trustee in the
          name, and at the expense, of the Company and the Guarantor,

     and the Company or the Guarantor,  in the case of (i), (ii) or (iii) above,
     has deposited or caused to be deposited  with the Trustee as trust funds in
     trust for such purpose,  money in the Currency in which such Securities are
     payable  in  an  amount   sufficient   to  pay  and  discharge  the  entire
     indebtedness  on such Securities and any Coupons  appertaining  thereto not
     theretofore  delivered  to the  Trustee  for  cancellation,  including  the
     principal of, any premium and interest on, and any Additional  Amounts with
     respect to such  Securities and any Coupons  appertaining  thereto,  to the
     date of such deposit (in the case of  Securities  which have become due and
     payable) or to the Maturity thereof, as the case may be;

               (1) the  Company or the  Guarantor  has paid or caused to be paid
          all other sums payable hereunder by the Company and the Guarantor with
          respect to the  Outstanding  Securities of such series and any Coupons
          appertaining thereto; and

               (2)  the  Company  has  delivered  to the  Trustee  an  Officer's
          Certificate  and an Opinion of Counsel and the Guarantor has delivered
          to the Trustee a Guarantor's Officer's Certificate,  each stating that
          all  conditions   precedent   herein  provided  for  relating  to  the
          satisfaction  and  discharge of this  Indenture as to such series have
          been complied  with. 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 this Indenture
          only if requested to do so with respect to  Securities  of such series
          as to which it is Trustee and if the other conditions thereto are met.

          Notwithstanding  the satisfaction and discharge of this Indenture with
     respect to any series of Securities, the obligations of the Company and the
     Guarantor  to the Trustee  under  Section 6.5 and, if money shall have been
     deposited with the Trustee  pursuant to subclause (b) of clause (1) of this
     Section, the obligations of the Company, the Guarantor and the Trustee with
     respect to the Securities of such series under Sections 3.5, 3.6, 4.3, 10.2
     and 10.3, with respect to the payment of Additional  Amounts,  if any, with
     respect to such  Securities as  contemplated by Sections 10.4 and 16.2 (but
     only to the extent that the Additional Amounts payable with respect to such
     Securities  exceed the  amount  deposited


                                       39
<PAGE>

     in respect of such Additional Amounts pursuant to Section  4.1(1)(b)),  and
     with  respect to any rights of  redemption  pursuant  to Article 11 and any
     rights to  convert or  exchange  such  Securities  into  securities  of the
     Company or the Guarantor or another issuer shall survive.

     Section 4.2 Defeasance and Covenant Defeasance.

          (1) Unless  pursuant to Section 3.1,  either or both of (i) defeasance
     of the  Securities  of or within a series  under clause (2) of this Section
     4.2 shall not be applicable  with respect to the  Securities of such series
     or (ii) covenant  defeasance of the  Securities of or within a series under
     clause (3) of this Section 4.2 shall not be applicable  with respect to the
     Securities of such series,  then such  provisions,  together with the other
     provisions of this Section 4.2 (with such  modifications  thereto as may be
     specified pursuant to Section 3.1 with respect to any Securities), shall be
     applicable to such Securities and any Coupons appertaining thereto, and the
     Company may at its option by Board Resolution, at any time, with respect to
     such Securities and any Coupons appertaining thereto, elect to have Section
     4.2(2) or Section 4.2(3) be applied to such Outstanding  Securities and any
     Coupons  appertaining thereto upon compliance with the conditions set forth
     below in this Section 4.2.

          (2) Upon the Company's exercise of the above option applicable to this
     Section  4.2(2) with respect to any  Securities of or within a series,  the
     Company and the Guarantor  shall be deemed to have been discharged from its
     obligations  with respect to such  Outstanding  Securities  and any Coupons
     appertaining   thereto  and  under  the   Guarantee  in  respect   thereof,
     respectively,  on the date the  conditions  set forth in clause (4) of this
     Section 4.2 are satisfied  (hereinafter,  "defeasance").  For this purpose,
     such defeasance  means that the Company or the Guarantor shall be deemed to
     have  paid and  discharged  the  entire  Indebtedness  represented  by such
     Outstanding  Securities and any Coupons appertaining thereto, and under the
     Guarantee  in  respect  thereof,  which  shall  thereafter  be deemed to be
     "Outstanding"  only for the  purposes of clause (5) of this Section 4.2 and
     the other  Sections of this  Indenture  referred to in clauses (i) and (ii)
     below,  and to have  satisfied  all of its  other  obligations  under  such
     Securities and any Coupons appertaining thereto, and under the Guarantee in
     respect  thereof,  and this  Indenture  insofar as such  Securities and any
     Coupons  appertaining  thereto,  and the Guarantee in respect thereof,  are
     concerned  (and  the  Trustee,  at the  expense  of  the  Company  and  the
     Guarantor, shall execute proper instruments acknowledging the same), except
     for the  following  which  shall  survive  until  otherwise  terminated  or
     discharged  hereunder:  (i) the  rights  of  Holders  of  such  Outstanding
     Securities and any Coupons appertaining thereto to receive, solely from the
     trust fund  described  in clause (4) of this  Section 4.2 and as more fully
     set forth in such  clause,  payments  in respect of the  principal  of (and
     premium, if any) and interest,  if any, on, and Additional Amounts, if any,
     with respect to, such Securities and any Coupons  appertaining thereto when
     such  payments  are due,  and with  respect  to any  rights  of  redemption
     pursuant  to  Article


                                       40
<PAGE>

     11 and any rights of such  Holder to  convert  such  Securities  into other
     securities of the Company or exchange such Securities for securities of the
     Guarantor or another  issuer,  (ii) the  obligations  of the  Company,  the
     Guarantor and the Trustee with respect to such  Securities  under  Sections
     3.5,  3.6, 4.3, 10.2 and 10.3 and with respect to the payment of Additional
     Amounts,  if any, on such  Securities as  contemplated by Sections 10.4 and
     16.2 (but only to the  extent  that the  Additional  Amounts  payable  with
     respect to such Securities  exceed the amount  deposited in respect of such
     Additional  Amounts pursuant to Section 4.2(4)(a) below),  and with respect
     to any rights to convert  such  Securities  into  other  securities  of the
     Company or exchange  such  Securities  for  securities  of the Guarantor or
     another issuer, (iii) the rights,  powers, trusts, duties and immunities of
     the Trustee  hereunder  and (iv) this Section 4.2. The Company may exercise
     its option under this Section 4.2(2)  notwithstanding the prior exercise of
     its  option  under  clause  (3) of this  Section  4.2 with  respect to such
     Securities and any Coupons appertaining thereto.

          (3) Upon the  Company's  exercise  of the option to have this  Section
     4.2(3)  apply with  respect to any  Securities  of or within a series,  the
     Company and the Guarantor  shall be released from their  obligations  under
     Sections 10.5 and 10.6,  and, to the extent  specified  pursuant to Section
     3.1(19), any other covenant applicable to such Securities,  with respect to
     such Outstanding  Securities and any Coupons appertaining  thereto, and the
     Guarantee  in respect  thereof,  on and after the date the  conditions  set
     forth  in  clause  (4) of  this  Section  4.2 are  satisfied  (hereinafter,
     "covenant  defeasance"),  and such Securities and any Coupons  appertaining
     thereto shall thereafter be deemed to be not "Outstanding" for the purposes
     of any direction, waiver, consent or declaration or Act of Holders (and the
     consequences  of any thereof) in  connection  with any such  covenant,  but
     shall continue to be deemed "Outstanding" for all other purposes hereunder.
     For this purpose, such covenant defeasance means that, with respect to such
     Outstanding  Securities and any Coupons  appertaining  thereto, the Company
     and the Guarantor  may omit to comply with,  and shall have no liability in
     respect of, any term, condition or limitation set forth in any such Section
     or such other covenant,  whether  directly or indirectly,  by reason of any
     reference elsewhere herein to any such Section or such other covenant or by
     reason of reference in any such Section or such other covenant to any other
     provision herein or in any other document and such omission to comply shall
     not constitute a default or an Event of Default under Section 5.1(4) or (6)
     or  otherwise,  as the case may be, but,  except as  specified  above,  the
     remainder of this Indenture and such  Securities  and Coupons  appertaining
     thereto and the Guarantee in respect thereof shall be unaffected thereby.

          (4) The following shall be the conditions to application of clause (2)
     or (3) of this  Section 4.2 to any  Outstanding  Securities  of or within a
     series and any Coupons  appertaining  thereto and the  Guarantee in respect
     thereof:


                                       41
<PAGE>

               (a) The Company or the Guarantor shall irrevocably have deposited
          or  caused  to be  deposited  with the  Trustee  (or  another  trustee
          satisfying the  requirements  of Section 6.6 who shall agree to comply
          with the  provisions  of this Section 4.2  applicable  to it) as trust
          funds in trust for the  purpose  of  making  the  following  payments,
          specifically  pledged as security  for, and  dedicated  solely to, the
          benefit of the Holders of such Securities and any Coupons appertaining
          thereto, (1) an amount in Dollars or in such Foreign Currency in which
          such  Securities  and  any  Coupons   appertaining  thereto  are  then
          specified as payable at Stated  Maturity or Redemption  Date therefor,
          or (2)  Government  Obligations  applicable  to  such  Securities  and
          Coupons  appertaining thereto (determined on the basis of the Currency
          in which such  Securities  and Coupons  appertaining  thereto are then
          specified as payable at Stated  Maturity or Redemption  Date therefor)
          which  through the  scheduled  payment of  principal  and  interest in
          respect thereof in accordance with their terms will provide, not later
          than one day before the due date of any payment of  principal  of (and
          premium,  if any) and  interest,  if any, on such  Securities  and any
          Coupons appertaining thereto, money in an amount, or (3) a combination
          thereof, in any case, in an amount, sufficient,  without consideration
          of any reinvestment of such principal and interest,  in the opinion of
          a  nationally   recognized  firm  of  independent  public  accountants
          expressed in a written certification thereof delivered to the Trustee,
          to pay and  discharge,  and which  shall be applied by the Trustee (or
          other qualifying  trustee) to pay and discharge,  (y) the principal of
          (and  premium,  if any)  and  interest,  if any,  on such  Outstanding
          Securities and any Coupons appertaining thereto at the Stated Maturity
          or Redemption  Date of such  principal or  installment of principal or
          premium or interest and (z) any  mandatory  sinking  fund  payments or
          analogous payments  applicable to such Outstanding  Securities and any
          Coupons  appertaining  thereto on the days on which such  payments are
          due and payable in accordance  with the terms of this Indenture and of
          such Securities and any Coupons appertaining thereto.

               (b) Such defeasance or covenant  defeasance shall not result in a
          breach or violation of, or constitute a default under,  this Indenture
          (other than a default  resulting from the  incurrence of  Indebtedness
          all or a portion of the proceeds of which will be used to defease such
          security  pursuant to Section 4.2 concurrently with such incurrence or
          any other material agreement or instrument to which the Company or the
          Guarantor is a party or by which either of them is bound.

               (c) No Event of  Default or event  which with  notice or lapse of
          time or both  would  become an Event of Default  with  respect to such
          Securities  and any Coupons  appertaining  thereto shall have occurred
          and be  continuing  on the date of such deposit  and,  with respect to
          defeasance  only,  shall have  occurred  at any time during the period
          ending  on the 91st day after  the date of such  deposit  and shall be
          necessary on such 91st day (it being  understood  that this  condition
          shall not be deemed satisfied until the expiration of such period).


                                       42
<PAGE>

               (d) In the case of an election  under  clause (2) of this Section
          4.2, the Company or the Guarantor  shall have delivered to the Trustee
          an Opinion of Counsel  stating  that (i) the Company or the  Guarantor
          has received from the Internal  Revenue  Service a letter  ruling,  or
          there has been  published  by the Internal  Revenue  Service a Revenue
          Ruling,  or (ii) since the date of execution of this Indenture,  there
          has been a change in the applicable  Federal income tax law, in either
          case to the effect that,  and based thereon such opinion shall confirm
          that,  the  Holders of such  Outstanding  Securities  and any  Coupons
          appertaining  thereto  will  not  recognize  income,  gain or loss for
          Federal income tax purposes as a result of such defeasance and will be
          subject to Federal income tax on the same amounts,  in the same manner
          and at the same times as would  have been the case if such  defeasance
          had not occurred.

               (e) In the case of an election  under  clause (3) of this Section
          4.2, the Company or the Guarantor  shall have delivered to the Trustee
          an  Opinion  of  Counsel  to the  effect  that  the  Holders  of  such
          Outstanding  Securities and any Coupons  appertaining thereto will not
          recognize  income,  gain or loss for Federal  income tax purposes as a
          result of such  covenant  defeasance  and will be  subject  to Federal
          income  tax on the same  amounts,  in the same  manner and at the same
          times as would have been the case if such covenant  defeasance had not
          occurred.

               (f) The Company and the  Guarantor  shall have  delivered  to the
          Trustee  an  Officer's   Certificate   and  a  Guarantor's   Officer's
          Certificate  and the Company or the Guarantor  shall have delivered to
          the Trustee an Opinion of Counsel,  each stating  that all  conditions
          precedent to the defeasance or covenant defeasance under clause (2) or
          (3) of this Section 4.2 (as the case may be) have been complied with.

               (g)  Notwithstanding any other provisions of this Section 4.2(4),
          such defeasance or covenant defeasance shall be effected in compliance
          with any  additional or substitute  terms,  conditions or  limitations
          which may be imposed on the  Company or the  Guarantor  in  connection
          therewith pursuant to Section 3.1.

          (5) Unless otherwise specified in or pursuant to this Indenture or any
     Security,  if, after a deposit  referred to in Section  4.2(4)(a)  has been
     made,  (a) the Holder of a Security  in respect of which such  deposit  was
     made is entitled to, and does,  elect  pursuant to Section 3.1 or the terms
     of such Security to receive  payment in a Currency other than that in which
     the deposit pursuant to Section  4.2(4)(a) has been made in respect of such
     Security,  or (b) a  Conversion  Event  occurs in  respect  of the  Foreign
     Currency in which the deposit pursuant to Section  4.2(4)(a) has been made,
     the indebtedness  represented by such Security and any Coupons appertaining
     thereto  shall be deemed to have been,  and will be, fully  discharged  and
     satisfied  through the payment of the principal of (and  premium,  if any),
     and interest,  if any, on, and Additional Amounts, if any, with respect to,
     such  Security  as the same


                                       43
<PAGE>

     becomes due out of the proceeds yielded by converting (from time to time as
     specified  below in the  case of any such  election)  the  amount  or other
     property  deposited in respect of such  Security into the Currency in which
     such  Security  becomes  payable as a result of such election or Conversion
     Event  based on (x) in the case of  payments  made  pursuant  to clause (a)
     above,  the applicable  market exchange rate for such Currency in effect on
     the second  Business Day prior to each payment date, or (y) with respect to
     a Conversion  Event,  the applicable  market exchange rate for such Foreign
     Currency in effect (as nearly as  feasible)  at the time of the  Conversion
     Event.

     The Company and the Guarantor (without duplication) shall pay and indemnify
the Trustee (or other  qualifying  trustee,  collectively  for  purposes of this
Section  4.2(5) and Section  4.3, the  "Trustee")  against any tax, fee or other
charge,  imposed on or assessed  against the  Government  Obligations  deposited
pursuant to this Section 4.2 or the  principal  or interest  received in respect
thereof  other than any such tax,  fee or other  charge  which by law is for the
account  of  the  Holders  of  such  Outstanding   Securities  and  any  Coupons
appertaining thereto.

     Anything in this Section 4.2 to the contrary  notwithstanding,  the Trustee
shall deliver or pay to the Company from time to time upon Company  Request,  or
the  Guarantor  upon  Guarantor  Request,  as the  case  may be,  any  money  or
Government Obligations (or other property and any proceeds therefrom) held by it
as  provided  in clause  (4) of this  Section  4.2  which,  in the  opinion of a
nationally  recognized  firm of independent  public  accountants  expressed in a
written  certification  thereof  delivered to the Trustee,  are in excess of the
amount  thereof  which  would  then be  required  to be  deposited  to  effect a
defeasance  or covenant  defeasance,  as  applicable,  in  accordance  with this
Section 4.2.

     Section 4.3 Application of Trust Money.

     Subject to the  provisions of the last paragraph of Section 10.3, all money
and Government  Obligations  (or other  property as may be provided  pursuant to
Section  3.1)  (including  the  proceeds  thereof)  deposited  with the  Trustee
pursuant to Section 4.1 or 4.2 in respect of any  Outstanding  Securities of any
series and any Coupons  appertaining  thereto shall be held in trust and applied
by the Trustee,  in accordance  with the  provisions of such  Securities and any
Coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying  Agent  (including  the  Company  acting as its own Paying
Agent or the Guarantor acting as Paying Agent) as the Trustee may determine,  to
the Holders of such Securities and any Coupons  appertaining thereto of all sums
due and to become due thereon in respect of principal (and premium,  if any) and
interest  and  Additional  Amounts,  if  any;  but  such  money  and  Government
Obligations  need not be  segregated  from  other  funds  except  to the  extent
required by law.

                                       45
<PAGE>

                                    ARTICLE 5
                                    REMEDIES

     Section 5.1 Events of Default.

     "Event of Default,"  wherever used herein with respect to Securities of any
series,  means any one of the following  events (and such other events as may be
established with respect to Securities of that series as contemplated by Section
3.1), whatever the reason which shall have occurred and be continuing:

          (1)  default in the  payment of any  installment  of  interest  on any
     Security of such series,  or any  Additional  Amounts  payable with respect
     thereto, as and when the same shall become due and payable, and continuance
     of such default for a period of 30 days; or

          (2) default in the payment of the  principal  of or any premium on any
     Security of such series,  or any  Additional  Amounts  payable with respect
     thereto,  as and when the same shall become due and payable upon  maturity,
     upon redemption, by declaration or otherwise; or

          (3) default in the payment or  satisfaction  of any mandatory  sinking
     fund installment,  as and when the same shall become due and payable by the
     terms of a Security of that series; or

          (4)  failure  on the  part of the  Company  or the  Guarantor  duly to
     observe or perform any other of the  covenants or agreements on the part of
     the Company or the Guarantor in this  Indenture  relating to the securities
     of such  series  (other than a covenant a default in whose  performance  or
     whose  breach  is  elsewhere  in  this  Section  specifically  dealt  with)
     continued for a period of 90 days after the date on which written notice of
     such  failure,  requiring the Company and the Guarantor to remedy the same,
     shall have been given to the Company and the Guarantor by the Trustee or to
     the Company,  the  Guarantor and the Trustee by the Holders of at least 25%
     in aggregate  principal amount of the Securities of such series at the time
     Outstanding.  (In the event  that such  default  or breach  cannot be cured
     within such 90-day period,  before the expiration of such 90-day period the
     Company or the  Guarantor,  as the case may be, shall  furnish an Officers'
     Certificate  to the  effect  that such  default or breach  cannot  with due
     diligence  be cured  within  such  90-day  period due to causes  beyond its
     reasonable  control and that it has not failed to proceed  promptly to cure
     the same. Thereafter,  from time to time at the request of the Trustee, the
     Company or the  Guarantor,  as the case may be, shall  furnish an Officers'
     Certificate to the effect that it is prosecuting the curing of such default
     or breach with diligence and continuity.); or

                                       45
<PAGE>

          (5) an event  of  default  as  defined  in one or more or  instruments
     evidencing or under which the Company or the Guarantor has  outstanding  at
     the  date of such  event  of  default  an  aggregate  principal  amount  of
     Indebtedness in excess of 2% of its respective Consolidated  Capitalization
     (including  an Event of Default  with respect to  Securities  of any series
     other  than  that  series)  shall  occur  and  be   continuing,   and  such
     Indebtedness  shall  have  been  accelerated  so that the same  shall be or
     become due and payable prior to the date on which the same would  otherwise
     have  become due and  payable;  or default in the  payment of an  aggregate
     principal  amount  of  Indebtedness  in  excess  of  2% of  its  respective
     Consolidated  Capitalization at the stated maturity thereof (including such
     a default with respect to Securities of any series other than that series);
     provided,  however,  that if such event of default under such  indenture or
     instrument,  or such default at maturity, shall be remedied or cured by the
     Company and the Guarantor,  or waived by the holders of such  Indebtedness,
     then the  Event of  Default  hereunder  by reason  thereof  shall be deemed
     likewise to have been thereupon  remedied,  cured or waived without further
     action  upon  the part of  either  the  Trustee  or any of the  Holders  of
     Securities of that series; or

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

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

If an Event of  Default  with  respect to  Securities  of any series at the time
Outstanding  occurs  and is  continuing,  then and in each and every  such case,
unless the  principal  of all the  Securities  of such series shall have already
become due and  payable,  either the Trustee or the Holders of not less than 25%
in aggregate  principal  amount of the  Securities  of all series  affected then
Outstanding,  by notice in writing to the Company and the Guarantor  (and to the
Trustee if given by  Holders),  may  declare  the entire  principal  (or, if the
Securities of such series are Original Issue Discount  Securities,  such portion
of the principal  amount as may be specified in the terms of such series) of all
the Securities  affected thereby and the interest accrued thereon, if any, to be
due and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable.

                                       46
<PAGE>

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

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

     Section 5.2 The Company's and the  Guarantor's  Covenants and the Trustee's
Rights in Event Company Fails to Pay.

     The Company and the Guarantor each covenants that (i) in case default shall
be made in the payment of any  installment  of interest on any of the Securities
of any  series,  as and when the same  shall  become due and  payable,  and such
default  shall have  continued  for a period of 30 days, or (ii) in case default
shall be made in the payment of the principal of (or


                                       47
<PAGE>

premium, if any) on any of the Securities of any series when the same shall have
become  due and  payable,  whether  upon  maturity  or upon  redemption  or upon
declaration  or  otherwise,  or  (iii)  in case of  default  in the  payment  or
satisfaction of any sinking fund  obligation,  as and when the same shall become
due and  payable as in this  Indenture  expressed  -- then,  upon  demand of the
Trustee, the Company and the Guarantor shall pay to the Trustee, for the benefit
of the Holders of the  Securities  of that  series,  the whole  amount that then
shall have  become due and payable on all such  Securities  for  principal,  any
premium and (to the extent that payment of such  interest is  enforceable  under
applicable law) upon any overdue installments of interest and Additional Amounts
at the same rate as the rate of interest  or Yield to  Maturity  (in the case of
Original Issue Discount  Securities)  specified in the Securities of that series
and, in addition  thereto,  such further  amount as shall be sufficient to cover
reasonable  compensation to the Trustee,  its agents and counsel,  and all other
expenses and liabilities incurred,  and all advances made, by the Trustee except
as a result of its negligence or bad faith.

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

     In case there shall be pending  proceedings  for the  bankruptcy or for the
reorganization  of the Company or the Guarantor  under the Bankruptcy Act or any
other applicable bankruptcy, insolvency or similar law, or in case a receiver or
trustee  shall  have been  appointed  for the  property  of the  Company  or the
Guarantor,  or in  case  of any  other  judicial  proceedings  of a like  nature
relative to the Company or the Guarantor, or to the creditors or property of the
Company or the Guarantor, the Trustee,  irrespective of whether the principal of
any  Securities  shall  then be due  and  payable  as  therein  expressed  or by
declaration or otherwise and irrespective to whether the Trustee shall have made
any demand pursuant to the provisions of this Section 5.2, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for (or the whole amount of principal (and premium,  if any) and
interest  (or,  if the  Securities  of any series are  Original  Issue  Discount
Securities,  such  portion of the  principal  amount as may be  specified in the
terms of that  series)  owing and  unpaid in respect  of the  Securities  of any
series  and to file  such  other  papers  or  document  as may be  necessary  or
advisable  in order to have the claims of the Trustee  (including  any claim for
reasonable  compensation  to the  Trustee,  its  agents  and  counsel,  and  for
reimbursement of all expenses except as a result of its negligence or bad faith)
and of the Holders allowed in any judicial  proceedings relative to the Company,
the Guarantor or to the  creditors or property of the Company or the  Guarantor,
and to collect and receive any moneys or other  property  payable or deliverable
on any such claims and to  distribute  all amounts  received with respect to the
claims of the


                                       48
<PAGE>

Holders  and of the  Trustee on their  behalf;  and any  receiver,  assignee  or
trustee in  bankruptcy  or  reorganization  is hereby  authorized by each of the
Holders to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of payments  directly to the Holders to pay to the Trustee
such  amount as shall be  sufficient  to cover  reasonable  compensation  to the
Trustee,  its  agents  and  counsel,  and all  other  expenses  and  liabilities
incurred,  and all  advances  made,  by the  Trustee  except  as a result of its
negligence or bad faith.

     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to
authorize  or  consent to or vote for or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities  of any series or the rights of any Holder  thereof,  or to authorize
the  Trustee  to  vote  in  respect  of the  claim  of any  Holder  in any  such
proceeding,  except as  aforesaid,  to vote for the  election  of a  trustee  in
bankruptcy or similar person.

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

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

     Section 5.3 Application of Moneys Collected by Trustee.

     Any moneys  collected  by the  Trustee  pursuant  to  Section  5.2 shall be
applied in the order  following,  at the date or dates fixed by the Trustee and,
in case of the distribution of such moneys on account of principal (and premium,
if any) or interest,  upon presentation of the several  Securities in respect of
which moneys have been collected and stamping (or otherwise  noting) thereon the
payment if only partially paid, and upon surrender thereof if fully paid.

     FIRST:  To the payment of costs and expenses  applicable  to such series of
collection,  reasonable compensation to the Trustee, its agents and counsel, and
all other  expenses and  liabilities  incurred,  and all advances  made,  by the
Trustee except as a result of its negligence or bad faith;

                                       49
<PAGE>

     SECOND:  In case the principal of the Securities  Outstanding in respect of
which  moneys have been  collected  shall not have become due, to the payment of
interest on such Securities, in the order of the maturity of the installments of
such  interest,  with  interest  (to the  extent  that  such  interest  has been
collected by the Trustee) upon the overdue  installments of interest at the same
rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount  Securities)  specified  in such  Securities,  such  payment to be made
ratably to the Persons entitled thereto;

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

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

     Section 5.4 Limitation on Suits by Holders.

     No Holder of any  Securities  of any  series  or any  Coupons  appertaining
thereto shall have any right by virtue or by availing  itself of any  provisions
of this  Indenture to institute  any action or proceeding at law or in equity or
in bankruptcy or otherwise upon or under or with respect to this  Indenture,  or
for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless such Holder  previously shall have given to the Trustee written notice of
an  Event  of  Default  and  unless  also the  Holders  of not less  than 25% in
aggregate  principal  amount of the  Securities of that series then  Outstanding
shall have made written  request  upon the Trustee to  institute  such action or
proceedings in its own name as Trustee hereunder and shall have offered security
and  indemnity  satisfactory  to the  Trustee  against the costs,  expenses  and
liabilities to be incurred therein or thereby and the Trustee, for 60 days after
its receipt of such notice,  request and offer and, if  requested,  provision of
indemnity,  shall have failed to institute any such action or proceedings and no
direction  inconsistent  with such written  request shall have been given to the
Trustee  pursuant to


                                       50
<PAGE>

Section 5.6; it being understood and intended and being expressly  covenanted by
the taker and  Holder of  Security  with  every  other  taker and Holder and the
Trustee  that no one or more Holders of  Securities  shall have any right in any
manner  whatever by virtue or by availing of any provision of this  Indenture to
affect,  disturb or prejudice the rights of any other Holder of such  Securities
of that or any other  series,  or to obtain or seek to obtain  priority  over or
preference  to any  other  such  Holder,  or to  enforce  any right  under  this
Indenture  except in the manner herein  provided and for the equal,  ratable and
common  benefit of all Holders of Securities of the applicable  series.  For the
protection and enforcement of the provisions of this Section 5.4, each and every
Holder of Securities  and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

     Notwithstanding any other provision in this Indenture,  however,  the right
of any Holder of any Security or Coupon to receive payment of the principal, any
premium,  interest and  Additional  Amounts with respect to such  Security on or
after the respective due dates  expressed in such Security or Coupon for, in the
case of redemption, on or after the date fixed for redemption),  or to institute
suit for the enforcement of any such payment on or after such respective  dates,
shall not be impaired or affected without the consent of such Holder.

     The Company may set a record date for purposes of determining  the identity
of Holders of  Securities  entitled  to vote or consent to any action by vote or
consent  authorized  or permitted by this Section 5.4. Such record date shall be
not later than 30 days nor more than 60 days prior to the first  solicitation of
such consent.

     Section 5.5 Remedies Cumulative; Delay Not a Waiver of Default.

     All powers and remedies given by this Article Five to the Trustee or to the
Holders of  Securities  or Coupons  shall,  to the extent  permitted  by law, be
deemed cumulative and not exclusive of any of such powers and remedies available
to the  Trustee  or the  Holders  of the  Securities  or  Coupons,  by  judicial
proceedings  or  otherwise,  to enforce the  performance  or  observance  of the
covenants and agreements  contained in this Indenture,  and no delay or omission
of the Trustee or of any Holder to exercise any right or power accruing upon any
default  occurring and  continuing  as aforesaid  shall impair any such right or
power  or  shall  be  construed  to  be a  waiver  of  any  such  default  or an
acquiescence therein; and, subject to the provisions of Section 5.4, every power
and remedy given by this Article Five or by law to the trustee or to the Holders
of  Securities  or Coupons may be exercised  from time to time,  and as often as
shall be deemed  expedient,  by the Trustee or by the Holders of  Securities  or
Coupons, as the case may be.

     Section 5.6 Rights of Holders to Direct Trustee and to Waive Defaults.

     The Holders of a majority in aggregate  principal  amount of  Securities of
any or all series affected (voting as one class) at the time  Outstanding  shall
have the right to direct the time, method and place of conducting any proceeding
for any  remedy  available  to the  Trustee,  or  exercising  any trust or power
conferred on the Trustee;  provided,  however,  that


                                       51
<PAGE>

such  direction  shall  not be  otherwise  than in  accordance  with law and the
provisions  of this  Indenture,  and the Trustee,  subject to the  provisions of
Section 6.1, shall have the right to decline to follow any such direction if the
Trustee  in good  faith  shall  by a  responsible  officer  determine  that  the
proceeding or other action so directed would involve it in a personal liability;
and provided  further,  that the Trustee may decline any such direction which it
deems  unduly  prejudicial  to any Holders not  joining in such  direction,  and
provided  further,  that nothing in this  Indenture  contained  shall impair the
right of the Trustee in its  discretion  to take any action deemed proper by the
Trustee and which is not  inconsistent  with such direction by the Holders.  The
Holders of a majority in aggregate  principal  amount of the  Securities  of any
series  at the time  Outstanding  may on  behalf  of the  Holders  of all of the
Securities  and any Coupons  appertaining  thereto of that series waive any past
default hereunder and its  consequences,  except a default in the payment of the
principal,  any premium,  interest or Additional  Amounts with respect to any of
the Securities of that series and any Coupons appertaining  thereto. In the case
of any such waiver,  the Company,  the Trustee and the Holders of the Securities
of that series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

     Section 5.7 Trustee's Notice of Defaults.

     The Trustee  shall,  within 90 days after the  occurrence of a default with
respect to the  Securities  of any series,  give to all Holders of Securities of
that series,  in the manner and to the extent provided in Section 1.6, notice of
all  defaults  with  respect to that series  known to the  Trustee,  unless such
defaults  shall have been  cured  before  the  giving of such  notice  (the term
"default"  or  "defaults"  for the  purposes of this  Section  5.7 being  hereby
defined to be any event or events, as the case may be, specified in clauses (1),
(2), (3), (4), (5), (6) and (7) of Section 5.1, not including  periods of grace,
if any,  provided for therein and  irrespective  of the giving of written notice
specified in clauses (4) and (5) thereof); provided, however, that except in the
case of default in the  payment  of the  principal,  any  premium,  interest  or
Additional  Amounts with respect to any of the  Securities  of such series or in
the payment or  satisfaction of any sinking fund obligation with respect to such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors,  the  executive  committee,  or a trust  committee or
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 the
Securities and Coupons of such series.

     Section 5.8 Holder's Undertaking to Pay Costs.

         All parties to this Indenture agree, and each Holder of any Security by
acceptance  thereof  shall be deemed to have  agreed,  that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this  Indenture,  or in any suit  against the  Trustee  for any action  taken or
omitted by it as  Trustee,  the  filing by any party  litigant  (other  than the
Trustee) in such suit of an  undertaking to pay the costs of such suit, and that
such court may in its discretion assesses reasonable costs, including reasonable
attorneys'


                                       52
<PAGE>

fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defense made by such party  litigant;
but the provisions of this Section 5.8 shall not apply to any suit instituted by
the  Trustee,  to any suit  instituted  by any  Holder  or group of  Holders  of
Securities of any series holding in the aggregate more than 10% of the principal
amount  of the  Securities  of that  series  then  Outstanding,  or to any  suit
instituted by any Holder for the  enforcement of the payment of the principal of
(or  premium,  if any,  on) or interest on any Security on or after the due date
thereof  (or,  in the  case of  redemption,  on or  after  the  date  fixed  for
redemption).

                                    ARTICLE 6
                                   THE TRUSTEE

     Section 6.1 Certain Rights of Trustee.

     Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

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

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

          (3) 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 shall be herein  specifically  prescribed)  may, in the absence of
     bad  faith on its  part,  rely upon an  Officer's  Certificate  or, if such
     matter pertains to the Guarantor, a Guarantor's Officer's Certificate;

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

                                       53
<PAGE>

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

          (6) 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, coupon or other paper or document, but the Trustee, in its
     discretion, may, but shall not be obligated to 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,  during  business  hours and upon  reasonable
     notice,  the books,  records and premises of the Company and the Guarantor,
     personally  or by agent or  attorney at the sole cost of the Company or the
     Guarantor,  as the as may  be,  at the  sole  cost  of the  Company  or the
     Guarantor,  as the case may be, and shall incur no liability or  additional
     liability of any kind by reason of such inquiry or investigation;

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

          (8) the Trustee  shall not be liable for any action  taken or error of
     judgment  made  in good  faith  by a  Responsible  Officer  or  Responsible
     Officers  of the  Trustee,  unless it shall be proved  that the Trustee was
     negligent, acted in bad faith or engaged in willful misconduct;

          (9) the  Authenticating  Agent,  Paying Agent, and Security  Registrar
     shall have the same protections as the Trustee set forth hereunder;

          (10) 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 an
     Act of the Holders  hereunder,  and, to the extent not so provided  herein,
     with  respect  to any  act  requiring  the  Trustee  to  exercise  its  own
     discretion,  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  or  any
     Securities,  unless it shall be proved that,  in  connection  with any such
     action  taken,  suffered  or  omitted  or any such  act,  the  Trustee  was
     negligent, acted in bad faith or engaged in willful misconduct;

          (11) 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

                                       54
<PAGE>

     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;

          (12) the Trustee  shall not be deemed to have notice 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

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

     Section 6.2 Not Responsible for Recitals or Issuance of Securities.

     The recitals  contained herein and in the Securities,  except the Trustee's
certificate  of  authentication,  and in  any  Coupons  shall  be  taken  as the
statements of the Company or the Guarantor,  as the case may be, and neither the
Trustee  nor any  Authenticating  Agent  assumes  any  responsibility  for their
correctness other than its certificate of  authentication.  The Trustee makes no
representations  as to the validity or  sufficiency  of this Indenture or of the
Securities or the Coupons,  except that the Trustee  represents  that it is duly
authorized to execute and deliver this  Indenture,  authenticate  the Securities
and perform its  obligations  hereunder and that the statements  made by it in a
Statement  of  Eligibility  on Form T-1  supplied  to the  Company  are true and
accurate,  subject to the qualifications set forth therein.  Neither the Trustee
nor any Authenticating  Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

     Section 6.3 May Hold Securities.

     The Trustee,  any  Authenticating  Agent,  any Paying  Agent,  any Security
Registrar  or any  other  Person  that  may be an agent  of the  Trustee  or the
Guarantor or the Company,  in its individual or any other  capacity,  may become
the owner or pledgee of  Securities or Coupons and,  subject to Sections  310(b)
and 311 of the Trust  Indenture  Act, may otherwise deal with the Company or the
Guarantor  with  the same  rights  it  would  have if it were  not the  Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other Person.

     Section 6.4 Money Held in Trust.

     Except as  provided  in Section  4.3 and  Section  10.3,  money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law


                                       55
<PAGE>

and  shall be held  uninfected.  The  Trustee  shall be under no  liability  for
interest on any money received by it hereunder  except as otherwise agreed to in
writing with the Company or the Guarantor.

     Section 6.5 Compensation and Reimbursement.

     The Company and the Guarantor (without duplication) each agree:

          (1) to pay to the Trustee from time to time such compensation as shall
     be agreed in writing  between the Company and the Trustee from time to time
     for its  services  rendered by the Trustee  hereunder  (which  compensation
     shall not be limited by any provision of law in regard to the  compensation
     of a trustee of an express trust);

          (2) except as otherwise  expressly  provided herein,  to reimburse the
     Trustee upon its request for all  reasonable  expenses,  disbursements  and
     advances  incurred or made by the Trustee in accordance  with any provision
     of this Indenture or arising out of or in connection with the acceptance or
     administration  of the trust or trusts hereunder  (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel),
     except any such expense,  disbursement or advance as may be attributable to
     the Trustee's negligence or bad faith; and

          (3) to indemnify each of the Trustee and any  predecessor  Trustee and
     its  agents,  officers,  directors  and  employees  for,  and to hold  them
     harmless against,  any and all loss,  liability,  damage, claim or expense,
     including  taxes  (other than taxes  based on the  incomes of the  Trustee)
     incurred without  negligence or bad faith on their part,  arising out of or
     in connection with the acceptance or  administration of the trust or trusts
     hereunder (whether asserted by the Company, the Guarantor,  a Holder or any
     other  Person),  including  the costs and expenses of defending  themselves
     against any claim (whether asserted by the Company, the Guarantor, a Holder
     or any other  Person) or  liability  in  connection  with the  exercise  or
     performance  of any of their  powers  or  duties  hereunder,  except to the
     extent that any such loss,  liability  or expense was due to the  Trustee's
     negligence or bad faith.

     As security for the  performance of the  obligations of the Company and the
Guarantor  under  this  Section,  the  Trustee  shall  have a lien  prior to the
Securities  of any series upon all  property  and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of, and
premium or interest on or any  Additional  Amounts with respect to Securities or
any Coupons appertaining thereto.

     To the extent permitted by law, any compensation or expense incurred by the
Trustee  after a default  specified in or pursuant to Section 5.1 is intended to
constitute an expense of administration under any then applicable  bankruptcy or
insolvency  law.  "Trustee"  for purposes of this Section 6.5 shall  include any
predecessor  Trustee but the  negligence  or bad


                                       56
<PAGE>

faith of any Trustee shall not affect the rights of any other Trustee under this
Section 6.5. The  provisions of this Section 6.5 shall survive the  satisfaction
and  discharge of this  Indenture or the earlier  resignation  or removal of the
Trustee  and shall  apply  with  equal  force and  effect to the  Trustee in its
capacity  as  Authenticating  Agent,  Paying  Agent or Security  Registrar.  The
Trustee  shall  comply with the  provisions  of Section  313(b)(2)  of the Trust
Indenture Act to the extent applicable.

     Section 6.6 Corporate Trustee Required; Eligibility.

     There  shall at all  times be a  Trustee  hereunder  that is a  Corporation
organized and doing business under the laws of the United States of America, any
state  thereof or the  District  of  Columbia,  that is eligible  under  Section
310(a)(1)  of the  Trust  Indenture  Act to act as  trustee  under an  indenture
qualified  under the Trust  Indenture  Act and that has a combined  capital  and
surplus  (computed in accordance  with Section  310(a)(2) of the Trust Indenture
Act) of at least $50,000,000,  and that is subject to supervision or examination
by Federal or state  authority.  If at any time the  Trustee  shall  cease to be
eligible in accordance  with the  provisions  of this  Section,  it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article.

     This Indenture  shall always have a Trustee who satisfies the  requirements
of Section 310(a)(1),  (2) and (5) of the Trust Indenture Act. The Trustee shall
comply with Section 310(b); provided, however, that there shall be excluded from
the operation of Section  310(b)(1) of the Trust  Indenture Act any indenture or
indentures   under  which  other  securities  or  certificates  of  interest  or
participation  in  other  securities  of  the  Company  are  outstanding  if the
requirements  for such  exclusion  set forth in Section  310(b)(1)  of the Trust
Indenture Act are met.

     Section 6.7 Resignation and Removal; Appointment of Successor.

          (1) 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 pursuant to Section 6.8.

          (2) The Trustee may resign at any time with respect to the  Securities
     of one or more series by giving  written  notice thereof to the Company and
     the  Guarantor.  If the  instrument of  acceptance  by a successor  Trustee
     required by Section 6.8 shall not have been delivered to the Trustee within
     60 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
     such series.

          (3) The  Trustee  may be  removed  at any  time  with  respect  to the
     Securities  of any series by Act of the Holders of a majority in  principal
     amount of the  Outstanding  Securities  of such  series,  delivered  to the
     Trustee, the Company and the


                                       57
<PAGE>

Guarantor.  If the instrument of acceptance by a successor  Trustee  required by
Section 6.8 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 such series.

          (4) If at any time:

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

               (b) the Trustee shall cease to be eligible  under Section 6.6 and
          shall fail to resign after  written  request  therefor by the Company,
          the Guarantor or any such Holder, or

               (c) the  Trustee  shall  become  incapable  of acting 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, (i) the Company,  by or pursuant to a Board Resolution,  or
          the Guarantor,  by or pursuant to a Guarantor's Board Resolution,  may
          remove the Trustee with respect to all Securities or the Securities of
          such series,  or (ii) subject to Section 315(e) of the Trust Indenture
          Act,  any  Holder of a Security  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  of such  series and the  appointment  of a  successor
          Trustee or Trustees.

          (5) If the Trustee  shall  resign,  be removed or become  incapable of
     acting, or if a vacancy shall occur in the office of Trustee for any cause,
     with respect to the  Securities of one or more series,  the Company,  by or
     pursuant  to a Board  Resolution,  and the  Guarantor,  by or pursuant to a
     Guarantor's Board Resolution, shall promptly appoint a successor Trustee or
     Trustees with respect to the Securities of such series (it being understood
     that any such  successor  Trustee  may be  appointed  with  respect  to the
     Securities  of one or more or all of such series and that at any time there
     shall be only one Trustee with respect to the  Securities of any particular
     series) and shall comply with the applicable  requirements  of Section 6.8.
     If, within one year after such resignation,  removal or incapacity,  or the
     occurrence  of such  vacancy,  a  successor  Trustee  with  respect  to the
     Securities  of any series  shall be  appointed  by Act of the  Holders of a
     majority in principal  amount of the Outstanding  Securities of such series
     delivered to the Company,  the  Guarantor  and the  retiring  Trustee,  the


                                       58
<PAGE>

     successor Trustee so appointed shall, forthwith upon its acceptance of such
     appointment in accordance with the applicable  requirements of Section 6.8,
     become the successor  Trustee with respect to the Securities of such series
     and to that extent supersede the successor Trustee appointed by the Company
     and the Guarantor.  If no successor  Trustee with respect to the Securities
     of any series shall have been so appointed by the Company and the Guarantor
     or the  Holders  of  Securities  and  accepted  appointment  in the  manner
     required by Section  6.8, any Holder of a Security who has been a bona fide
     Holder of a Security  of such series for at least six months may, on behalf
     of  himself  and all  others  similarly  situated,  petition  any  court of
     competent  jurisdiction  for the  appointment  of a successor  Trustee with
     respect to the Securities of such series.

          (6) 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 the Holders of Registered Securities, if any, of such series as
     their  names  and  addresses  appear  in  the  Security  Register  and,  if
     Securities  of such series are issued 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.

          (7) In no event shall any  retiring  Trustee be liable for the acts or
     omissions of any successor Trustee hereunder.

     Section 6.8 Acceptance of Appointment by Successor.

          (1) Upon the  appointment  hereunder  of any  successor  Trustee  with
     respect  to all  Securities,  such  successor  Trustee so  appointed  shall
     execute,  acknowledge  and deliver to the Company,  the  Guarantor  and the
     retiring Trustee an instrument  accepting such  appointment,  and thereupon
     the resignation or removal of the retiring  Trustee shall become  effective
     and such  successor  Trustee,  without any further act, deed or conveyance,
     shall  become  vested  with  all the  rights,  powers,  trusts  and  duties
     hereunder of the retiring Trustee;  but, on the request of the Company, the
     Guarantor or such successor Trustee, such retiring Trustee, upon payment of
     its charges,  shall execute and deliver an instrument  transferring to such
     successor Trustee all the rights, powers and trusts of the retiring Trustee
     and,  subject to Section 10.3,  shall duly assign,  transfer and deliver to
     such successor Trustee all property and money held by such retiring Trustee
     hereunder,  subject  nevertheless  to its claim,  if any,  provided  for in
     Section 6.5.

          (2) Upon the  appointment  hereunder  of any  successor  Trustee  with
     respect to the Securities of one or more (but not all) series, the Company,
     the


                                       59
<PAGE>

     Guarantor,  the retiring  Trustee and such successor  Trustee shall execute
     and deliver an indenture supplemental hereto wherein each successor Trustee
     shall accept such  appointment  and which (1) shall contain such provisions
     as shall be  necessary or desirable to transfer and confirm to, and to vest
     in, such successor Trustee all the rights, powers, trusts and duties of the
     retiring  Trustee with respect to the Securities of that or those series to
     which  the  appointment  of  such  successor  Trustee  relates,  (2) 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 (3) 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,  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 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  with respect to the  Securities of that or those series to which
     the appointment of such successor Trustee relates other than as hereinafter
     expressly set forth, 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 with respect to the  Securities of that
     or those series to which the appointment of such successor Trustee relates;
     but, on request of the Company,  the Guarantor or such  successor  Trustee,
     such  retiring  Trustee,  upon  payment of its charges  with respect to the
     Securities  of that or  those  series  to  which  the  appointment  of such
     successor  Trustee  relates and subject to Section  10.3 shall duly assign,
     transfer and deliver to such successor Trustee,  to the extent contemplated
     by  such  supplemental  indenture,  the  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,  subject
     to its claim, if any, provided for in Section 6.5.

          (3) Upon  request of any Person  appointed  hereunder  as a  successor
     Trustee,   the  Company  and  the  Guarantor  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
     paragraph (1) or (2) of this Section, as the case may be.


                                       60
<PAGE>

          (4) No Person  shall accept its  appointment  hereunder as a successor
     Trustee unless at the time of such acceptance  such successor  Person shall
     be qualified and eligible under this Article.


     Section 6.9 Merger, Conversion, Consolidation or Succession to Business.

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

     Section 6.10 Appointment of Authenticating Agent.

     The Trustee may appoint one or more Authenticating Agents acceptable to the
Company  with  respect  to one or more  series  of  Securities  which  shall  be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original  issue,  exchange,  registration  of transfer,
partial  redemption  or  partial  repayment  or  pursuant  to Section  3.6,  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 the  Trustee or the  Trustee's
certificate  of  authentication,  such  reference  shall be  deemed  to  include
authentication and delivery on behalf of the Trustee by an Authenticating  Agent
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
Authenticating Agent.

     Each  Authenticating  Agent  must  be  acceptable  to the  Company  and the
Guarantor and, except as provided in or pursuant to this Indenture, shall at all
times be a corporation that would be permitted by the Trust Indenture Act to act
as trustee  under an  indenture  qualified  under the Trust  Indenture  Act,  is
authorized under  applicable law and by its charter to act as an  Authenticating
Agent and has a combined  capital  and  surplus  (computed  in  accordance  with
Section  310(a)(2) of the Trust Indenture Act) of at least  $100,000,000.  If at
any time an  Authenticating  Agent shall cease to be eligible in accordance with
the  provisions of this Section,  it shall resign  immediately in the manner and
with the effect specified in this Section.

     Any  Corporation  into  which an  Authenticating  Agent  may be  merged  or
converted or with which it may be  consolidated,  or any  Corporation  resulting
from any merger,


                                       61
<PAGE>

conversion or consolidation to which such Authenticating Agent shall be a party,
or any  Corporation  succeeding  to all or  substantially  all of the  corporate
agency or corporate  trust  business of an  Authenticating  Agent,  shall be the
successor of such  Authenticating  Agent  hereunder,  provided such  Corporation
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,  the Company and the  Guarantor.  The Trustee may at any
time  terminate the agency of an  Authenticating  Agent by giving written notice
thereof to such  Authenticating  Agent,  the  Company  and the  Guarantor.  Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the   provisions  of  this   Section,   the  Trustee  may  appoint  a  successor
Authenticating  Agent which shall be acceptable to the Company and the Guarantor
and shall (i) mail  written  notice of such  appointment  by  first-class  mail,
postage prepaid, to all Holders of Registered Securities,  if any, of the series
with respect to which such Authenticating  Agent shall serve, as their names and
addresses appear in the Security Register,  and (ii) if Securities of the series
are issued as Bearer  Securities,  publish  notice of such  appointment at least
once in an Authorized Newspaper in the place where such successor Authenticating
Agent has its  principal  office if such  office is located  outside  the United
States. Any successor  Authenticating  Agent, upon acceptance of its appointment
hereunder,  shall  become  vested with all the rights,  powers and duties of its
predecessor   hereunder,   with  like  effect  as  if  originally  named  as  an
Authenticating  Agent.  No  successor  Authenticating  Agent shall be  appointed
unless eligible under the provisions of this Section.

     The  provisions  of Sections  3.8, 6.2 and 6.3 shall be  applicable to each
Authenticating Agent.

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

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

Dated:                                               THE BANK OF NEW YORK,
                                                     as Trustee

                                                     By:------------------------
                                                         as Authenticating Agent

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


                                       62
<PAGE>

     If all of the Securities of any series may not be originally  issued at one
time,  and if the  Trustee  does not have an office  capable  of  authenticating
Securities  upon  original  issuance  located  in a Place of  Payment  where the
Company  wishes to have  Securities of such series  authenticated  upon original
issuance,  the Trustee,  if so requested in writing  (which  writing need not be
accompanied by or contained in an Officer's  Certificate by the Company),  shall
appoint in accordance with this Section an Authenticating Agent having an office
in a Place of Payment  designated  by the Company with respect to such series of
Securities.

                                    ARTICLE 7
          HOLDERS LISTS AND REPORTS BY TRUSTEE, GUARANTOR AND COMPANY

     Section 7.1 Company and Guarantor to Furnish Trustee Names and Addresses of
Holders.

     In accordance  with Section 312(a) of the Trust  Indenture Act, the Company
and the Guarantor shall furnish or cause to be furnished to the Trustee:

          (1) semi-annually  with respect to Securities of each series not later
     than 15 days  after  each of May 1 and  November 1 of the year or upon such
     other  dates as are set forth in or  pursuant  to the Board  Resolution  or
     indenture supplemental hereto authorizing such series, a list, in each case
     in such  form as the  Trustee  may  reasonably  require,  of the  names and
     addresses of Holders as of the  applicable  date as of a date not more than
     15 days prior to the date of furnishing or causing such  information  to be
     furnished, and

          (2) at such other times as the Trustee may request in writing,  within
     30 days after the  receipt  by the  Company  or the  Guarantor  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 furnished,

provided,  however,  that so long as the Trustee is the Security  Registrar,  no
such list shall be required to be furnished in respect of such series.

     Section 7.2 Preservation of Information; Communications to Holders.

     The Trustee shall comply with the  obligations  imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

     Every Holder of Securities  or Coupons,  by receiving and holding the same,
agrees with the Company, the Guarantor and the Trustee that none of the Company,
the Guarantor,  the Trustee, any Paying Agent or any Security Registrar shall be
held accountable by reason


                                       63
<PAGE>

of the  disclosure of any such  information as to the names and addresses of the
Holders of Securities in accordance  with Section 312(c) of the Trust  Indenture
Act, regardless of the source from which such information was derived,  and that
none of the Company,  the Guarantor or the Trustee shall be held  accountable by
reason of mailing any material  pursuant to a request made under Section  312(b)
of the Trust Indenture Act.

     Section 7.3 Reports by Trustee.

          (1) Within 60 days after May 15 of each year commencing with the first
     May 15 following the first issuance of Securities  pursuant to Section 3.1,
     if required by Section 313(a) of the Trust Indenture Act, the Trustee shall
     transmit,  pursuant to Section  313(c) of the Trust  Indenture Act, a brief
     report dated as of such May 15 with respect to any of the events  specified
     in said  Section  313(a)  which  may have  occurred  since the later of the
     immediately  preceding May 15 and the date of this  Indenture.  The Trustee
     shall also comply with Section 313(b) of the Trust Indenture Act.

          (2) The Trustee shall transmit the reports  required by Section 313(a)
     of the Trust Indenture Act at the times specified therein.

          (3)  Reports  pursuant to this  Section  shall be  transmitted  in the
     manner and to the Persons  required  by  Sections  313(c) and 313(d) of the
     Trust Indenture Act.

     The Company will promptly notify the Trustee when the Securities are listed
on any stock exchange and of any delisting thereof.

         Section 7.4  Reports by Company and Guarantor.

         The Company and the Guarantor,  pursuant to Section 314(a) of the Trust
Indenture Act, shall each:

          (1) file with the  Trustee,  within 15 days  after the  Company or the
     Guarantor,  as the  case may be,  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 or the Guarantor,  as the case may be, 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 or the
     Guarantor,  as the  case  may be,  is not  required  to  file  information,
     documents  or reports  pursuant to either of said  Sections,  then it shall
     file with the Trustee, in accordance with rules and regulations  prescribed
     from time to time by the Commission, such of the supplementary and periodic
     information,  documents  and  reports  which may be  required  pursuant  to
     Section 13 of the Securities  Exchange Act of 1934, as amended,  in respect
     of a security listed and registered on a national


                                       64
<PAGE>

     securities  exchange as may be  prescribed  from time to time in such rules
     and regulations;

          (2) 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 or the  Guarantor,  as the case may be, with the conditions and
     covenants of this  Indenture  as may be required  from time to time by such
     rules and regulations; and

          (3)  transmit by mail to all  Holders  within 30 days after the filing
     thereof  with the  Trustee,  in the manner and to the  extent  provided  in
     Section  313(c)  of  the  Trust   Indenture  Act,  such  summaries  of  any
     information,  documents and reports  required to be filed by the Company or
     the  Guarantor,  as the case may be,  pursuant to paragraphs (1) and (2) 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 Officer's Certificates).

                                    ARTICLE 8
                   MERGER, SALE, CONVEYANCE, TRANSFER OR LEASE

     Section 8.1 Company May Merge, Etc., Only on Certain Terms.

     The Company  shall not merge into any other  corporation  or sell,  convey,
transfer or lease its properties and assets  substantially as an entirety to any
Person other than any of its respective Subsidiaries, unless:

          (1) the  corporation  into  which the  Company is merged or the Person
     which  acquires by sale,  conveyance,  transfer or lease the properties and
     assets of the Company  substantially as an entirety shall expressly assume,
     by an indenture supplemental hereto, executed and delivered to the Trustee,
     the due and punctual  payment of the principal of, any premium and interest
     on and any  Additional  Amounts with respect to all the  Securities and the
     performance of every covenant of this Indenture on the part of the Company,
     as the case may be, to be performed or observed;

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


                                       65
<PAGE>

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

     Section 8.2 Successor Corporation Substituted.

     Upon  any  merger,  or any  sale,  conveyance,  transfer  or  lease  of the
properties and assets of the Company  substantially as an entirety in accordance
with this  Section  8.2,  the  successor  corporation  into which the Company is
merged  or to which  such  sale,  conveyance,  transfer  or lease 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;  provided,  however,  that no
such sale, conveyance,  transfer or lease shall have the effect of releasing the
Person named as the "Company" in the first  paragraph of this  instrument or any
successor  corporation  which shall  theretofore  have become such in the manner
prescribed in this Article from its liability as obligor and maker on any of the
Securities.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     Section 9.1 Supplemental Indentures without Consent of Holders.

     Without the consent of any Holders of  Securities  or Coupons,  the Company
(when  authorized by or pursuant to a Board  Resolution),  the  Guarantor  (when
authorized by or pursuant to a Guarantor's Board Resolution) and the Trustee, at
any  time  and  from  time to  time,  may  enter  into  one or  more  indentures
supplemental hereto, for any of the following purposes:

          (1) to evidence the succession of another Person to the Company or the
     Guarantor, and the assumption by any such successor of the covenants of the
     Company or the Guarantor,  as the case may be,  contained herein and in the
     Securities; or

          (2) to evidence  the addition of one or more  additional  Persons as a
     Guarantor as provided in Section 16.7; or

          (3) to add to the  covenants of the Company or the  Guarantor,  as the
     case may be, or to add any  restrictions,  conditions or provisions for the
     benefit  of the  Holders of all or any  series of  Securities  (as shall be
     specified in such supplemental indenture or indentures) or to surrender any
     right or power herein  conferred upon the Company or the Guarantor,  as the
     case may be; or


                                       66
<PAGE>

          (4) to add to or change any of the  provisions  of this  Indenture  to
     provide that Bearer  Securities  may be  registrable  as to  principal,  to
     change or eliminate  any  restrictions  on the payment of principal of, any
     premium  or  interest  on  or  any  Additional   Amounts  with  respect  to
     Securities,  to permit  Bearer  Securities  to be issued  in  exchange  for
     Registered  Securities,  to permit  Bearer  Securities  to be exchanged for
     Bearer  Securities  of  other  authorized  denominations  or to  permit  or
     facilitate the issuance of Securities in uncertificated  form, provided any
     such action  shall not  adversely  affect the  interests  of the Holders of
     Outstanding Securities of any series or any Coupons appertaining thereto in
     any material respect; or

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

          (6)  to  evidence  and  provide  for  the  acceptance  of  appointment
     hereunder by a successor  Trustee with respect to the  Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate  the  administration  of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.9; or

          (7) to cure any  ambiguity or to correct or  supplement  any provision
     herein  which may be  defective or  inconsistent  with any other  provision
     herein,  or to make  any  other  provisions  with  respect  to  matters  or
     questions arising under this Indenture which shall not adversely affect the
     interests of the Holders of  Securities of any series then  Outstanding  or
     any Coupons appertaining thereto in any material respect; or

          (8) to add to, delete from or revise the  conditions,  limitations and
     restrictions  on  the  authorized  amount,  terms  or  purposes  of  issue,
     authentication and delivery of Securities, as herein set forth; or

          (9) to add any additional Events of Default with respect to all or any
     series  of  Securities   (as  shall  be  specified  in  such   supplemental
     indenture); or

          (10) to supplement  any of the  provisions  of this  Indenture to such
     extent as shall be necessary to permit or  facilitate  the  defeasance  and
     discharge of any series of Securities  pursuant to Article 4, provided that
     any such action shall not  adversely  affect the interests of any Holder of
     an Outstanding Security of such series and any Coupons appertaining thereto
     or any other Outstanding Security or Coupon in any material respect; or

          (11) to secure the  Securities  pursuant to Section 10.5 or otherwise;
     or

          (12) to make  provisions with respect to conversion or exchange rights
     of Holders of Securities of any series; or


                                       67
<PAGE>

          (13) to amend or supplement any provision  contained  herein or in any
     supplemental indenture, provided that no such amendment or supplement shall
     materially  adversely affect the interests of the Holders of any Securities
     then Outstanding.

     Section 9.2 Supplemental Indentures with Consent of Holders.

     With the consent of the  Holders of not less than a majority  in  principal
amount  of  the   Outstanding   Securities  of  each  series  affected  by  such
supplemental  indenture,  by Act of said Holders  delivered to the Company,  the
Guarantor  and the Trustee,  the Company  (when  authorized  by or pursuant to a
Company's Board Resolution),  the Guarantor (when authorized by or pursuant to a
Guarantor's  Board  Resolution)  and the Trustee may enter into an  indenture or
indentures  supplemental  hereto for the purpose of adding any  provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of  modifying  in any  manner the rights of the  Holders of  Securities  of such
series under this  Indenture  or of the  Securities  of such  series;  provided,
however, that no such supplemental indenture,  without the consent of the Holder
of each Outstanding Security affected thereby, shall

          (1) change the Stated  Maturity of the principal of, or any premium or
     installment of interest on or any  Additional  Amounts with respect to, any
     Security, or reduce the principal amount thereof or the rate (or modify the
     calculation  of such rate) of interest  thereon or any  Additional  Amounts
     with respect thereto, or any premium payable upon the redemption thereof or
     otherwise, or change the obligation of the Company and the Guarantor to pay
     Additional  Amounts pursuant to the terms hereof (except as contemplated by
     Section  8.1(1) and permitted by Section  9.1(1)),  or reduce the amount of
     the principal of an Original Issue Discount  Security that would be due and
     payable upon a declaration of acceleration of the Maturity thereof pursuant
     to Section 5.2,  change the redemption  provisions or adversely  affect the
     right of repayment at the option of any Holder as  contemplated  by Article
     13, or change  the  Currency  in which the  principal  of,  any  premium or
     interest  on, or any  Additional  Amounts  with  respect to any Security is
     payable,  or impair the right to institute suit for the  enforcement of any
     such  payment on or after the Stated  Maturity  thereof (or, in the case of
     redemption, on or after the Redemption Date or, in the case of repayment at
     the option of the Holder, on or after the date for repayment), or

          (2) reduce  the  percentage  in  principal  amount 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
     certain  defaults  hereunder and their  consequences)  provided for in this
     Indenture, or reduce the requirements of Section 15.4 for quorum or voting,
     or


                                       68
<PAGE>

          (3) modify  any of the  provisions  of this  Section,  Section  5.6 or
     Section  10.8,  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, or

          (4) make any change  that  adversely  affects  the right to convert or
     exchange  any  Security  into  or  for  securities  of the  Company  or the
     Guarantor or other securities, (whether or not issued by the Company or the
     Guarantor) cash or property in accordance with its terms.

     A supplemental  indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have been included  expressly and 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 Holders of  Securities  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 9.3 Execution of Supplemental Indentures.

     As a condition to executing, or accepting the additional trusts created by,
any  supplemental  indenture  permitted  by this  Article  or the  modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive,  and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon,  an Opinion of Counsel  stating that the execution of
such supplemental  indenture is authorized or permitted by this Indenture and an
Officer's  Certificate and Guarantor's  Officer's  Certificate  stating that all
conditions  precedent to the execution of such supplemental  indenture have been
fulfilled.  The Trustee may, but shall not be obligated  to, enter into any such
supplemental  indenture  which  affects  the  Trustee's  own  rights,  duties or
immunities under this Indenture or otherwise.

     Section 9.4 Effect of Supplemental Indentures.

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

     Section 9.5 Reference in Securities to Supplemental Indentures.


                                       69
<PAGE>

     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 Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental  indenture. If the Company shall so determine,
new  Securities  of any series so modified as to conform,  in the opinion of the
Trustee and the Company, to any such supplemental  indenture may be prepared and
executed  by the  Company  and  authenticated  and  delivered  by the Trustee in
exchange  for  Outstanding  Securities  of such  series.  Failure  to  make  the
appropriate  notation or issue a new Security  shall not affect the validity and
effect of any such supplemental waiver.

     Section 9.6 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 9.7 Notice of Supplemental Indenture.

     Promptly after the execution by the Company,  the Guarantor and the Trustee
of any  supplemental  indenture  pursuant  to Section  9.2,  the  Company  shall
transmit to the Holders of Outstanding Securities of any series affected thereby
a notice setting forth the substance of such supplemental indenture. The failure
to give such notice to all Holders,  or any defect therein,  shall not affect or
impair the validity of an amendment under this Article.

                                   ARTICLE 10
                                    COVENANTS

     Section 10.1 Payment of  Principal,  any Premium,  Interest and  Additional
Amounts.

     The  Company  covenants  and agrees for the  benefit of the  Holders of the
Securities  of each series that it will duly and  punctually  pay or cause to be
paid the  principal of, any premium and interest on and any  Additional  Amounts
with  respect to the  Securities  of such  series in  accordance  with the terms
thereof, any Coupons  appertaining thereto and this Indenture.  Any interest due
on any Bearer  Security on or before the Maturity  thereof,  and any  Additional
Amounts  payable  with  respect to such  interest,  shall be  payable  only upon
presentation and surrender of the Coupons appertaining thereto for such interest
as they severally mature.

     Section 10.2 Maintenance of Office or Agency.

     As  long as any of the  Securities  of a  series  remain  outstanding,  the
Company and the Guarantor shall maintain in each Place of Payment for any series
of  Securities  an Office or Agency  where  Securities  of such  series (but not
Bearer  Securities,  except as otherwise  provided  below,  unless such Place of
Payment is located  outside the United  States) may be presented or  surrendered
for payment, where Securities of such series may be surrendered


                                       70
<PAGE>

for  registration of transfer or exchange,  where Securities of such series that
are convertible or  exchangeable  may be surrendered for conversion or exchange,
and where notices and demands to or upon the Company or the Guarantor in respect
of the  Securities  of such series  relating  thereto and this  Indenture may be
served. If Securities of a series are issuable as Bearer Securities, the Company
and the Guarantor shall maintain,  subject to any laws or regulations applicable
thereto,  an Office or Agency in a Place of  Payment  for such  series  which is
located  outside  the United  States  where  Securities  of such  series and any
Coupons  appertaining  thereto may be  presented  and  surrendered  for payment;
provided, however, that if the Securities of such series are listed on The Stock
Exchange  of the United  Kingdom and the  Republic of Ireland or the  Luxembourg
Stock Exchange or any other stock exchange located outside the United States and
such stock  exchange  shall so  require,  the Company  and the  Guarantor  shall
maintain a Paying Agent in London, Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Securities of such
series are listed on such  exchange.  The  Company and the  Guarantor  will give
written  notice to the Trustee of the location,  and any change in the location,
of such Office or Agency. If at any time the Company or the Guarantor shall fail
to  maintain  any such  required  Office or Agency or shall fail to furnish  the
Trustee with the address thereof,  such presentations,  surrenders,  notices and
demands  may be made or served at the  Corporate  Trust  Office of the  Trustee,
except  that  Bearer  Securities  of such  series and any  Coupons  appertaining
thereto may be presented and  surrendered for payment at the place specified for
the purpose with respect to such  Securities  as provided in or pursuant to this
Indenture, and the Company and the Guarantor hereby appoint the Trustee as their
agent to receive all such presentations, surrenders, notices and demands.

     Except as otherwise  provided in or pursuant to this Indenture,  no payment
of principal,  premium,  interest or  Additional  Amounts with respect to Bearer
Securities  shall be made at any  Office or Agency  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;  provided,  however,  if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any  Additional  Amounts
with respect to any such Security may be made at the  Corporate  Trust Office of
the Trustee or any Office or Agency  designated by the Company and the Guarantor
in the Borough of  Manhattan,  The City of New York, if (but only if) payment of
the full amount of such principal,  premium,  interest or Additional  Amounts at
all offices outside the United States maintained for such purpose by the Company
and the Guarantor in accordance  with this  Indenture is illegal or  effectively
precluded by exchange controls or other similar restrictions.

     The Company and the Guarantor  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 such purposes and may from time to time
rescind  such  designations;  provided,  however,  that no such  designation  or
rescission  shall in any manner  relieve  the  Company or the  Guarantor  of its
obligation  to  maintain  an  Office  or Agency  in each  Place of  Payment  for
Securities of any series for such purposes.  The Company and the


                                       71
<PAGE>

Guarantor  shall  give  prompt  written  notice  to  the  Trustee  of  any  such
designation  or  rescission  and of any change in the location of any such other
Office or Agency.  Unless  otherwise  provided in or pursuant to this Indenture,
the Company and the Guarantor  hereby designate as the Place of Payment for each
series of  Securities  the  Borough  of  Manhattan,  The City of New  York,  and
initially  appoint the  Corporate  Trust  Office of the Trustee as the Office or
Agency of the Company in the Borough of Manhattan, The City of New York for such
purpose.  The Company and the  Guarantor  may  subsequently  appoint a different
Office or  Agency  in the  Borough  of  Manhattan,  The City of New York for the
Securities of any series.

     Unless  otherwise  specified  with  respect to any  Securities  pursuant to
Section 3.1, if and so long as the Securities of any series (i) are  denominated
in a Foreign Currency or (ii) may be payable in a Foreign  Currency,  or so long
as it is required under any other provision of this Indenture,  then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

     Section 10.3 Money for Securities Payments to Be Held in Trust.

     If the  Company  shall at any time act as its own Paying  Agent,  or if the
Guarantor  shall act as Paying Agent,  with respect to any series of Securities,
it  shall,  on or before  each due date of the  principal  of,  any  premium  or
interest on or Additional  Amounts with respect to any of the Securities of such
series,  segregate  and hold in trust for the  benefit of the  Persons  entitled
thereto a sum in the currency or currencies, currency unit or units or composite
currency  or  currencies  in which the  Securities  of such  series are  payable
(except as otherwise  specified  pursuant to Section 3.1 for the  Securities  of
such  series)  sufficient  to pay the  principal  or any  premium,  interest  or
Additional Amounts so becoming due until such sums shall be paid to such Persons
or  otherwise  disposed of as herein  provided,  and shall  promptly  notify the
Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities,  it shall,  on or prior to each due date of the  principal  of,  any
premium or interest on or any Additional  Amounts with respect to any Securities
of such  series,  deposit  with  any  Paying  Agent a sum  (in the  currency  or
currencies, currency unit or units or composite currency or currencies described
in the  preceding  paragraph)  sufficient  to pay the  principal or any premium,
interest or Additional Amounts so becoming due, such sum to be held in trust for
the benefit of the Persons  entitled  thereto,  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  shall cause each  Paying  Agent for any series of  Securities
other than the Trustee to execute and  deliver to the Trustee an  instrument  in
which such Paying Agent shall agree with the Trustee,  subject to the provisions
of this Section, that such Paying Agent shall:


                                       72
<PAGE>

          (1) hold all sums held by it for the payment of the  principal of, any
     premium or interest on or any Additional Amounts with respect to Securities
     of such  series in trust for the benefit of the  Persons  entitled  thereto
     until such sums shall be paid to such Persons or  otherwise  disposed of as
     provided in or pursuant to this Indenture;

          (2) give the  Trustee  notice of any  default  by the  Company  or the
     Guarantor (or any other obligor upon the  Securities of such series) in the
     making of any  payment of  principal,  any  premium or  interest  on or any
     Additional Amounts with respect to the Securities of such series; and

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

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

     Except as otherwise provided herein or pursuant hereto, any money deposited
with the  Trustee  or any  Paying  Agent,  or then  held by the  Company  or the
Guarantor, in trust for the payment of the principal of, any premium or interest
on or any  Additional  Amounts with respect to any Security of any series or any
Coupon  appertaining  thereto and  remaining  unclaimed for two years after such
principal or any such premium or interest or any such  Additional  Amounts shall
have become due and payable shall be paid to the Company on Company  Request (or
if deposited by the Guarantor,  paid to the Guarantor on Guarantor Request),  or
(if then held by the Company or the  Guarantor)  shall be  discharged  from such
trust; and the Holder of such Security or any Coupon appertaining  thereto shall
thereafter,  as an unsecured general creditor,  look only to the Company and the
Guarantor for payment  thereof,  and all liability of the Trustee or such Paying
Agent with  respect to such trust  money,  and all  liability  of the Company as
trustee thereof, shall thereupon cease;  provided,  however, that the Trustee or
such Paying Agent, before being required to make any such repayment,  may at the
expense of the Company  and the  Guarantor  cause to be  published  once,  in an
Authorized Newspaper in each Place of Payment for such series or to be mailed to
Holders of Registered Securities of such series, or both, notice that such money
remains unclaimed and that, after a date specified  therein,  which shall not be
less than 30 days from the date of such  publication  or mailing nor shall it be
later than two years  after  such  principal  and any  premium  or  interest  or
Additional  Amounts shall have become due and payable,  any


                                       73
<PAGE>

unclaimed  balance of such money then remaining will be repaid to the Company or
the Guarantor, as the case may be.

     Section 10.4 Additional Amounts.

     If any  Securities  of a  series  provide  for the  payment  of  Additional
Amounts,  the  Company  agrees to pay to the Holder of any such  Security or any
Coupon  appertaining  thereto  Additional  Amounts as provided in or pursuant to
this  Indenture  or  such  Securities.  Whenever  in  this  Indenture  there  is
mentioned,  in any  context,  the payment of the  principal of or any premium or
interest  on, or in respect of, any  Security of any series or any Coupon or the
net  proceeds  received on the sale or  exchange of any  Security of any series,
such  mention  shall be deemed to include  mention of the payment of  Additional
Amounts  provided  by the terms of such  series  established  hereby or pursuant
hereto to the extent that,  in such  context,  Additional  Amounts are,  were or
would be payable in respect thereof  pursuant to such terms, and express mention
of the payment of Additional  Amounts (if  applicable)  in any provision  hereof
shall not be  construed  as  excluding  Additional  Amounts in those  provisions
hereof where such express mention is not made.

     Except as  otherwise  provided  in or  pursuant  to this  Indenture  or the
Securities of the applicable  series,  if the Securities of a series provide for
the payment of Additional  Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities  (or if the Securities of
such series shall not bear interest prior to Maturity,  the first day on which a
payment  of  principal  is  made),  and at least 10 days  prior to each  date of
payment of  principal  or interest if there has been any change with  respect to
the matters set forth in the below-mentioned Officer's Certificate,  the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee,  an Officer's  Certificate  instructing  the Trustee and
such Paying  Agent or Paying  Agents  whether  such  payment of principal of and
premium,  if any, or interest on the  Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who are
United  States  Aliens  without  withholding  for  or on  account  of  any  tax,
assessment  or other  governmental  charge  described in the  Securities of such
series.  If  any  such  withholding  shall  be  required,  then  such  Officer's
Certificate shall specify by country the amount, if any, required to be withheld
on such  payments to such  Holders of  Securities  or  Coupons,  and the Company
agrees  to pay to the  Trustee  or such  Paying  Agent  any  Additional  Amounts
required by the terms of such Securities. 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  Officer's  Certificate  furnished  pursuant to this
Section 10.4.

     Section 10.5 Restrictions on Liens.

          (1)  The  Company   shall  not,  and  shall  not  permit  any  of  its
     Subsidiaries  to, incur any  Indebtedness  that is secured by any mortgage,
     deed  of  trust,  security


                                       74
<PAGE>

     interest, pledge, lien or other encumbrance (hereinafter called a "Lien" or
     "Liens")  upon  any  Operating  Property  of  the  Company  or  any  of its
     Subsidiaries  or upon  any  Capital  Stock  or  Indebtedness  of any of its
     Subsidiaries   (whether   such   Operating   Property,   Capital  Stock  or
     Indebtedness is now owned or hereafter  acquired)  without in any such case
     effectively  securing,   concurrently  with  the  issuance,  assumption  or
     guaranty of any such  Indebtedness,  the Securities  (together with, if the
     Company shall so determine,  any other Indebtedness of or guaranteed by the
     Company or such  Subsidiary  ranking  equally with the  Securities and then
     existing or thereafter created) equally and ratably with such Indebtedness;
     provided, however, that the foregoing restrictions shall not apply to:

               (a) Liens on any property  acquired,  constructed  or improved by
          the  Company  or  any of its  Subsidiaries  after  the  date  of  this
          Indenture  which are  created or assumed  contemporaneously  with,  or
          within  36 months  after,  such  acquisition,  or  completion  of such
          construction or improvement, or within six months thereafter, pursuant
          to a firm commitment for financing  arranged with a lender or investor
          within such 36 month  period,  to secure or provide for the payment of
          all or any part of the purchase  price of such property or the cost of
          such  construction  or  improvement  incurred  after  the date of this
          Indenture, or, in addition to Liens contemplated by paragraphs (b) and
          (c) below,  Liens on any property  existing at the time of acquisition
          thereof,  provided  that  the Lien  shall  not  apply to any  property
          theretofore  owned by the  Company  or any of its  Subsidiaries  other
          than,  in the  case  of any  such  construction  or  improvement,  any
          theretofore   unimproved  real  property  on  which  the  property  so
          constructed, or the improvement, is located.

               (b) Liens on any property, Capital Stock or Indebtedness existing
          at the time of acquisition  thereof from a corporation which is merged
          with or into the Company or any of its Subsidiaries;

               (c) Liens on property of a corporation  or other Person  existing
          at the time such  corporation  or other Person becomes a Subsidiary of
          the Company;

               (d) Liens to secure  Indebtedness  of a Subsidiary of the Company
          to the Company or another Subsidiary of the Company;

               (e) Liens in favor of the  United  States of America or any State
          thereof,  or any department,  agency or  instrumentality  or political
          subdivision  of the United  States of America or any State  thereof to
          secure partial  progress,  advance or other  payments  pursuant to any
          contract  or statute or to secure any  Indebtedness  incurred  for the
          purpose of financing all or any part


                                       75
<PAGE>

          of the purchase  price or the cost of  construction  or improving  the
          property subject to such Liens; or

               (f)  Liens  for  the  sole  purpose  of  extending,  renewing  or
          replacing  in  whole  or in  part  Indebtedness  secured  by any  Lien
          referred to in the foregoing clauses (a) to (e), inclusive, or in this
          clause  (f);   provided,   however,   that  the  principal  amount  of
          Indebtedness  secured thereby shall not exceed the principal amount of
          Indebtedness  so  secured  at the time of such  extension,  renewal or
          replacement,  and that such extension, renewal or replacement shall be
          limited  to all or part of the  property  which  secured  the  Lien so
          extended, renewed or replaced (plus improvements on such property).

          (2) (a) The  provisions  of clause (1) of this  Section 10.5 shall not
     apply to the issuance, assumption or guarantee by the Company or any of its
     Subsidiaries  of  Indebtedness  secured by a Lien which would  otherwise be
     subject to the  foregoing  restrictions  up to an aggregate  amount  which,
     together with all other  Indebtedness  of the Company and its  Subsidiaries
     secured by Liens (other than Liens  permitted by clause (1) of this Section
     10.5) which would  otherwise be subject to the foregoing  restrictions  and
     the Value of all Sale and Lease-back  Transactions involving the Company or
     any  Subsidiary  of the Company in  existence  at such time (other than any
     Sales  and  Lease-back  Transaction  which,  if such  Sale  and  Lease-back
     Transaction had been a Lien,  would have been permitted by clause (1)(a) of
     this Section  10.5 and other than Sale and  Lease-back  Transactions  as to
     which  application of amounts have been made in accordance  with clause (2)
     of  Section  10.6)  does  not at the  time  excess  8% of the  Consolidated
     Capitalization of the Company and its Subsidiaries.

          (3) If at any time the Company or any of its Subsidiaries  shall incur
     any Indebtedness  secured by any mortgage and if clause (1) of this Section
     10.5 requires that the Securities be secured  equally and ratably with such
     Indebtedness,  the Company  will  promptly  execute,  at its  expense,  any
     instruments  necessary to so equally and ratably  secure the Securities and
     deliver the same to the Trustee,  as well as (a) an  Officers'  Certificate
     stating the covenant of the Company contained in clause (1) of this Section
     10.5 has been  complied  with;  and (b) an Opinion of Counsel to the effect
     that  such  covenant  has been  complied  with,  and  that any  instruments
     executed by the Company in the performance of such covenant comply with the
     requirements of such covenant.

     In the event that the Company  shall  hereby  after  secure the  Securities
equally and ratably with any other  obligation or  Indebtedness  pursuant to the
provisions of this Section 10.5, the Trustee is hereby  authorized to enter into
an indenture or agreement  supplemental  hereto and to take such action, if any,
as it may deem advisable to enable it to enforce


                                       76
<PAGE>

effectively the rights of the holders of the Securities so secured,  equally and
ratably with such other obligation or Indebtedness.

     Section 10.6 Restrictions on Sale and Lease-back Transactions.

     The  Company  shall not,  nor shall it permit any of its  Subsidiaries  to,
enter into any Sale and Lease-back Transaction,  unless the net proceeds of such
Sale and Lease-back  Transaction are at least equal to the Acquisition Costs (as
defined  in  Clause  (3) of  this  Section  10.6)  incurred  by the  Company  in
connection with the acquisition and the construction of any improvements on, the
Operating Property to be leased and either:

          (1) The Company or such Subsidiary would be entitled,  pursuant to the
     provisions  of (a)  Clause  (1)(a) of  Section  10.5 or (b)  Clause  (2) of
     Section 10.5,  to incur  Indebtedness  secured by a Lien on such  Operating
     Property without equally and ratably securing the Securities; or

          (2) The  Company  or a  Subsidiary  shall,  within  24  months  of the
     effective  date of any such  arrangement  (or in the case of clause  (2)(b)
     below,  within six months thereafter pursuant to a firm purchase commitment
     entered into within such 24 month period), apply an amount equal to the sum
     of the Company's or a Subsidiary's  costs (as so  determined),  relating to
     such Operating Property:

               (a) to the payment or other  retirement of Indebtedness  incurred
          or assumed by the Company which ranks senior to or pari passu with the
          Securities  or of  Indebtedness  incurred  or  assumed  by  any of its
          Subsidiaries  (other than, in either case,  Indebtedness  owned by the
          Company or any of their respective Subsidiaries); or

               (b) to  the  purchase  of  Operating  Property  (other  than  the
          Operating Property involved in such sale).

          (3) For purposes of this Section 10.6,  the term  "Acquisition  Costs"
     shall mean an amount  equal to a  percentage  of all costs  incurred by the
     Company  or a  Subsidiary  in  connection  with  the  acquisition  and  the
     construction  of any  improvement  on the Operating  Property to be leased,
     such percentage to be determined as follows:

               (a) if the Sale  and  Lease-back  Transaction  occurs  within  36
          months  following  completion  of the  construction  of the  principal
          improvement  on  the  Operating  Property  to  be  leased,  then  such
          percentage shall be 100%;

               (b) if the Sale and  Lease-back  Transaction  occurs  between  37
          month and 60 months  following  completion of the  construction of the
          principal improvement on the Operating Property to be leased then such
          percentage shall be 95%; or


                                       77
<PAGE>

               (c) if the Sale and Lease-back Transaction occurs after 60 months
          following completion of the construction of the principal  improvement
          on the Operating Property to be leased,  then such percentage shall be
          90%.

     Section 10.7 Corporate Existence.

     Subject  to  Article  8 and  for so long  as any of the  Securities  remain
outstanding  and  unpaid,  the  Company  shall do or cause to be done all things
necessary  to  preserve  and keep in full  force  and  effect  their  respective
corporate existence and that of each of their respective  Subsidiaries and their
respective  rights  (charter and statutory) and franchises;  provided,  however,
that the  foregoing  shall not obligate  the Company or any of their  respective
Subsidiaries  to preserve any such right or franchise if the Company or any such
Subsidiary shall determine that the preservation  thereof is no longer desirable
in the conduct of its business or the business of such  Subsidiary  and that the
loss thereof is not disadvantageous in any material respect to any Holder.

     Section 10.8 Waiver of Certain Covenants.

     The  Company  or the  Guarantor,  as the  case  may  be,  may  omit  in any
particular instance to comply with any term, provision or condition set forth in
Section  10.5,  10.6 or 10.7 with  respect  to the  Securities  of any series if
before  the time for such  compliance  the  Holders  of at least a  majority  in
principal  amount of the Outstanding  Securities of such series,  by Act of such
Holders,  either shall waive such compliance in such instance or generally shall
have waived  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 and the  Guarantor  and the duties of the Trustee in
respect of any such term,  provision or condition shall remain in full force and
effect.

     Section  10.9  Company  Statement  as  to  Compliance;  Notice  of  Certain
Defaults.

          (1) The Company  shall  deliver to the Trustee,  within 120 days after
     the end of each  fiscal  year,  a  written  statement  (which  need  not be
     contained  in or  accompanied  by an  Officer's  Certificate)  signed by an
     Authorized Officer, stating that:

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

               (b) to the best of his or her  knowledge,  based on such  review,
          (a) the Company has complied  with all the  conditions  and  covenants
          imposed on it under this Indenture  throughout such year, or, if there
          has  been a  default  in the  fulfillment  of any  such  condition  or
          covenant,  specifying  each such  default  known to him or her 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 has occurred and is
          continuing, specifying each such event known to him and the nature and
          status thereof.


                                       78
<PAGE>

          (2) The Company shall deliver to the Trustee, within 90 days after the
     occurrence  of an Event of  Default,  a  written  statement,  signed  by an
     Authorized  Officer of the Company,  specifying  each such Event of Default
     known to the signers and the nature and status thereof.

          (3) The Trustee shall have no duty to monitor the Company's compliance
     with the covenants  contained in this Article 10 other than as specifically
     set forth in this Section 10.9.

     Section 10.10 Limitation on Guarantees.

          (1) The Company shall not, directly or indirectly,  assume,  guarantee
     or  otherwise  become  directly  or  indirectly  liable,   contingently  or
     otherwise,  for  (collectively,  "guarantee")  any  Indebtedness  or  other
     obligations  of  Establishments  Delhaize  Freres  et Cie  "Le  Lion"  S.A.
     ("Delhaize  Le Lion") or any direct or indirect  Subsidiary or affiliate of
     Delhaize Le Lion other than the Company or any of its Subsidiaries unless:

               (a) at the time of and after giving effect to such guarantee,  no
          Default or Event of Default has  occurred and is  continuing  or would
          occur as a consequence of such guarantee; and

               (b) the Company has first  obtained and provided to the Trustee a
          letter or such  other  certification  reasonably  satisfactory  to the
          Trustee from each of Standard & Poor's Rating Services,  a division of
          the McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc. to
          the effect that such  organization will not decrease its rating of, or
          place  under  surveillance  or review  (other than a  surveillance  or
          review with positive  implications of a possible upgrading) its rating
          or outlook of, the  Securities of any series,  as a consequence of the
          guarantee.

          (2)  Notwithstanding  the  provisions  of this Section  10.12(1),  the
     Company shall not be prohibited from guaranteeing  Indebtedness of Delhaize
     Le Lion or any direct or indirect Subsidiary of Delhaize Le Lion so long as
     such  Indebtedness for any single  obligation does not exceed $1,000,000 in
     principal  amount and such  Indebtedness  in the aggregate does not, at any
     time, exceed $10,000,000 in principal amount.

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

     Section 11.1 Applicability of Article.

     Redemption  of  Securities  of any series at the  option of the  Company as
permitted  or  required  by the  terms  of  such  Securities  shall  be  made in
accordance with the terms of such  Securities and (except as otherwise  provided
herein or pursuant hereto) this Article. The Company


                                       79
<PAGE>

may at its option redeem all, or from time to time any part,  of the  Securities
of any series in accordance with their terms, at any time prior to maturity.

     Section 11.2 Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities  shall be evidenced by
or pursuant to 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
of Securities of such series to be redeemed.  In any case,  failure duly to give
notice in any manner provided in this Indenture, or any defect in the notice, to
the Holder of any Security of a series  designated  for redemption as a whole or
in part shall not affect the validity of the  proceedings  for the redemption of
any other Security of such series.

     Section 11.3 Selection by Trustee of Securities to be Redeemed.

     If less than all of the  Securities of any series with the same issue date,
interest  rate or formula,  Stated  Maturity and other terms are to be redeemed,
the Company shall give the Trustee  adequate  notice  regarding  the  particular
Securities  to be redeemed  (but in no event less than 50 days notice unless the
Trustee shall otherwise agree) by the Trustee from the Outstanding Securities of
such  series  not  previously  called  for  redemption  in  compliance  with the
requirements of the principal national securities exchange, if any, on which the
Securities  of such series are listed or, if the  Securities  of such series are
not so listed,  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 of Registered  Securities of such
series;  provided,  however,  that no such partial  redemption  shall reduce the
portion of the  principal  amount of a  Registered  Security  of such series not
redeemed  to less than the  minimum  denomination  for a Security of such series
established herein or pursuant hereto.

     The  Trustee  shall  within 10 days  thereafter  notify the Company and the
Security Registrar (if other than itself) in writing of the Securities  selected
for  redemption  and,  in  the  case  of any  Securities  selected  for  partial
redemption, the principal amount thereof to be redeemed.

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

     Unless  otherwise  specified  in or  pursuant  to  this  Indenture  or  the
Securities  of any series,  if any Security  selected for partial  redemption is
converted  into other  securities of the Company or exchanged for  securities of
the Guarantor or another issuer in part before  termination of the conversion or
exchange  right with  respect to the portion of the  Security so  selected,  the
converted  portion of such Security shall be deemed (so far as may be) to be the
portion  selected  for


                                       80
<PAGE>

redemption. Securities which have been converted or exchanged during a selection
of Securities to be redeemed shall be treated by the Trustee as Outstanding  for
the purpose of such selection.

     Section 11.4 Notice of Redemption.

     Notice of redemption  shall be given in the manner provided in Section 1.6,
not less than 30 nor more than 60 days prior to the  Redemption  Date,  unless a
shorter period is specified in the Securities to be redeemed,  to the Holders of
Securities  to be  redeemed.  Failure  to give  notice by  mailing in the manner
herein  provided  to the  Holder of any  Registered  Securities  designated  for
redemption  as a whole or in  part,  or any  defect  in the  notice  to any such
Holder,  shall not affect the validity of the  proceedings for the redemption of
any other Securities or portion thereof.

     Any notice that is mailed to the Holder of any Registered Securities in the
manner herein provided shall be  conclusively  presumed to have been duly given,
whether or not such Holder receives the notice.

All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

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

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

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

          (6) the place or places where such  Securities,  together (in the case
     of  Bearer  Securities)  with all  Coupons  appertaining  thereto,  if any,
     maturing  after the Redemption  Date, are to be surrendered  for payment of
     the  Redemption  Price and any  accrued  interest  and  Additional  Amounts
     pertaining thereto,

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


                                       81
<PAGE>

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

          (9) if Bearer  Securities  of any  series  are to be  redeemed  and no
     Registered Securities of such series are to be redeemed, and if such Bearer
     Securities  may be  exchanged  for  Registered  Securities  not  subject to
     redemption on the Redemption Date pursuant to Section 3.5 or otherwise, the
     last date,  as determined  by the Company,  on which such  exchanges may be
     made,

          (10) in the case of Securities of any series that are convertible into
     Common  Stock of the  Company or  exchangeable  for other  securities,  the
     conversion or exchange  price or rate, the date or dates on which the right
     to convert or exchange the principal of the Securities of such series to be
     redeemed  will  commence or  terminate  and the place or places  where such
     Securities may be surrendered for conversion or exchange, and

          (11) the CUSIP number or the Euroclear or the  Clearstream  Luxembourg
     ISIN  reference  numbers of such  Securities,  if any (or any other numbers
     used by a Depository to identify such Securities), and

          (12) that no  representation is made as to the correctness or accuracy
     of the CUSIP  number,  or the  Euroclear  or  Clearstream  Luxembourg  ISIN
     reference  numbers,  if any,  listed  in such  notice  or  printed  on such
     Securities.

     A notice of redemption  published as  contemplated  by Section 1.6 need not
identify particular Registered Securities to be redeemed.

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

     Section 11.5 Deposit of Redemption Price.

     On or prior to 11:00 a.m., New York City time on any  Redemption  Date, the
Company or the Guarantor  shall  deposit,  with respect to the Securities of any
series called for redemption  pursuant to Section 11.4, with the Trustee or with
a Paying  Agent (or,  if the  Company  is acting as its own Paying  Agent or the
Guarantor is acting as Paying Agent,  segregate and hold in trust as provided in
Section 10.3) an amount of money in the  applicable  Currency  sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment  Date,  unless  otherwise  specified  pursuant  to Section 3.1 or in the
Securities of such series) any accrued  interest on and Additional  Amounts with
respect  thereto,  all such  Securities  or  portions  thereof  which  are to be
redeemed on that date.


                                       82
<PAGE>

     Section 11.6 Securities Payable on Redemption Date.

     Notice of redemption  having been given as aforesaid,  the Securities so to
be  redeemed  shall  become due and  payable  at the  Redemption  Price  therein
specified  on the  Redemption  Date,  and from and after such date  (unless  the
Company and the Guarantor  shall default in the payment of the Redemption  Price
and accrued  interest)  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 Security for redemption in accordance  with said notice,  together with
all Coupons,  if any,  appertaining  thereto maturing after the Redemption Date,
such Security  shall be paid by the Company at the  Redemption  Price,  together
with any  accrued  interest  and  Additional  Amounts  to the  Redemption  Date;
provided,  however,  that,  except as otherwise  provided in or pursuant to this
Indenture or the Bearer  Securities of such series,  installments of interest on
Bearer  Securities  whose Stated  Maturity is on or prior to the Redemption Date
shall be payable  only upon  presentation  and  surrender  of  Coupons  for such
interest (at an Office or Agency  located  outside the United  States  except as
otherwise  provided in Section 10.2),  and provided,  further,  that,  except as
otherwise  specified  in  or  pursuant  to  this  Indenture  or  the  Registered
Securities of such series,  installments  of interest on  Registered  Securities
whose Stated  Maturity is on or prior to the Redemption Date shall be payable to
the  Holders  of  such  Securities,  or  one  or  more  Predecessor  Securities,
registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 3.7.

     If any Bearer Security  surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing after the Redemption Date, such Security may
be paid after  deducting from the  Redemption  Price an amount equal to the face
amount of all such missing  Coupons,  or the surrender of such missing Coupon or
Coupons may be waived by the Company  and the Trustee if there be  furnished  to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption  Price,  such Holder shall be
entitled to receive the amount so deducted; provided, however, that any interest
or  Additional  Amounts  represented  by  Coupons  shall be  payable  only  upon
presentation  and  surrender  of those  Coupons  at an Office or Agency for such
Security  located  outside of the United States except as otherwise  provided in
Section 10.2.

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

     Section 11.7 Securities Redeemed in Part.

     Any  Registered  Security  which is to be  redeemed  only in part  shall be
surrendered at any Office or Agency for such Security  (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


                                       83
<PAGE>

Trustee duly executed by, the Holder thereof or his attorney duly  authorized in
writing) and the Company shall execute and the Trustee  shall  authenticate  and
deliver to the Holder of such Security  without service charge, a new Registered
Security  or  Securities  of the same  series,  containing  identical  terms and
provisions,  of any  authorized  denomination  as  requested  by such  Holder in
aggregate  principal amount equal to and in exchange for the unredeemed  portion
of the principal of the Security so surrendered. If a Security in global form is
so surrendered,  the Company shall execute,  and the Trustee shall  authenticate
and deliver to the U.S.  Depository  or other  Depository  for such  Security in
global form as shall be specified in the Company  Order with respect  thereto to
the  Trustee,  without  service  charge,  a new  Security  in  global  form in a
denomination  equal  to  and in  exchange  for  the  unredeemed  portion  of the
principal of the Security in global form so surrendered.

     Section 11.8 Redemption for Tax Reasons.

     The  provisions  of this Section  11.8 and all  references  to  "Guarantor"
contained in this Section 11.8 shall apply only to such Persons,  if any,  which
become a Guarantor  pursuant to Section 16.7 and are organized and existing in a
jurisdiction outside the United States.

     In the event that as a result of any change in, or amendments  to, any laws
(or any regulations or rulings  promulgated  thereunder) of the  jurisdiction in
which  the  Guarantor  is  organized  (or any  political  subdivision  or taxing
authority in such jurisdiction), or any change in, or amendments to, an official
position  regarding the application or interpretation of such laws,  regulations
or  rulings,  which  change or  amendment  is  announced  or  becomes  effective
thereunder  after April 11,  2001,  the  Guarantor  has become or,  based upon a
written opinion of independent  counsel  selected by the Guarantor,  will become
obligated  to pay,  with  respect  to a series  of  Securities,  any  Additional
Amounts, the Guarantor may redeem at its option, in accordance with this Article
11,  all,  but not less than all, of the  Securities  of such series at any time
upon not less than 30 days' nor more than 60 days'  prior  notice to the Holders
of such Securities at a Redemption  Price equal to 100% of the principal  amount
thereof,  together with accrued interest thereon, if any, to the Redemption Date
(subject to the rights of Holders or record on the relevant  Regular Record Date
that is  prior  to the  Redemption  Date to  receive  interest  on the  relevant
Interest Payment Date).

                                   ARTICLE 12
                                 SINKING FUNDS

     Section 12.1 Applicability of Article.

     The  provisions of this Article shall be applicable to any sinking fund for
the  retirement  of  Securities  of a series,  except as otherwise  permitted or
required in or pursuant to this  Indenture or any Security of such series issued
pursuant to this Indenture.

     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 such series is herein

                                       84
<PAGE>


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  12.2.  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 and this Indenture.

     Section 12.2 Satisfaction of Sinking Fund Payments with Securities.

     The Company or the Guarantor may, at its option,  in satisfaction of all or
any part of any sinking  fund  payment  with  respect to the  Securities  of any
series  to be  made  pursuant  to the  terms  of  such  Securities  (1)  deliver
Outstanding  Securities  of such  series  (other  than  any of  such  Securities
previously  called for redemption or any of such  Securities in respect of which
cash shall  have been  released  to the  Company),  together  in the case of any
Bearer  Securities  of such  series  with  all  unmatured  Coupons  appertaining
thereto,  and (2) apply as a credit  Securities  of such series  which have been
redeemed  either at the  election of the  Company  pursuant to the terms of such
series of Securities or through the  application of permitted  optional  sinking
fund  payments  pursuant  to the terms of such  Securities,  provided  that such
series of Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such  Securities  for redemption  through  operation of the sinking
fund and the amount of such sinking fund payment  shall be reduced  accordingly.
If, as a result of the delivery or credit of Securities of any series in lieu of
cash payments  pursuant to this Section 12.2, the principal amount of Securities
of such series to be redeemed in order to satisfy  the  remaining  sinking  fund
payment  shall be less than  $100,000,  the Trustee need not call  Securities of
such series for redemption,  except upon Company  Request or Guarantor  Request,
and such cash payment shall be held by the Trustee or a Paying Agent and applied
to the next succeeding sinking fund payment, provided, however, that the Trustee
or such Paying Agent shall at the request of the Company or the  Guarantor  from
time to time pay over and deliver to the Company or the  Guarantor,  as the case
may be, any cash  payment so being held by the Trustee or such Paying Agent upon
delivery by the Company or the  Guarantor to the Trustee of  Securities  of that
series  purchased  by the Company or the  Guarantor  having an unpaid  principal
amount equal to the cash payment  requested to be released to the Company or the
Guarantor.

     Section 12.3 Redemption of Securities for Sinking Fund.

     Not less  than 50 days  prior to each  sinking  fund  payment  date for any
series of  Securities,  the Company  shall  deliver to the Trustee an  Officer's
Certificate  specifying  the amount of the next ensuing  mandatory  sinking fund
payment  for that  series  pursuant  to the terms of that  series,  the  portion
thereof,  if any,  which is to be  satisfied  by payment of cash and the portion
thereof,  if any,  which is to be  satisfied  by  delivering  and  crediting  of
Securities of that series pursuant to Section 12.2, and the optional amount,  if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also  deliver to the  Trustee  any  Securities  to be so  credited  and not
theretofore  delivered.  If such Officer's Certificate shall specify an optional
amount to be added in cash to the next ensuing  mandatory  sinking fund payment,
the Company shall  thereupon be obligated to pay the amount  therein  specified.
Not more than 30 days before each such  sinking  fund  payment  date the Trustee
shall select the  Securities  to be redeemed upon such sinking fund

                                       85
<PAGE>

payment  date in the manner  specified  in Section  11.3 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 11.4. Such notice having been duly given,  the
redemption  of such  Securities  shall be made upon the terms and in the  manner
stated in Sections 11.5 and 11.6.

                                   ARTICLE 13
                       REPAYMENT AT THE OPTION OF HOLDERS

     Section 13.1 Applicability of Article.

     Securities  of any series which are  repayable at the option of the Holders
thereof  before their Stated  Maturity  shall be repaid in  accordance  with the
terms of the Securities of such series. The repayment of any principal amount of
Securities  pursuant  to such  option of the  Holder  to  require  repayment  of
Securities before their Stated Maturity,  for purposes of Section 3.9, shall not
operate as a payment, redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender  the same to the Trustee  with a  directive  that such  Securities  be
cancelled.  Notwithstanding  anything to the contrary  contained in this Section
13.1, in connection  with any repayment of  Securities,  the Company may arrange
for the purchase of any Securities by an agreement  with one or more  investment
bankers or other purchasers to purchase such Securities by paying to the Holders
of such  Securities on or before the close of business on the repayment  date an
amount not less than the repayment  price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price of
such Securities  shall be satisfied and discharged to the extent such payment is
so paid by such purchasers.

                                   ARTICLE 14
                        SECURITIES IN FOREIGN CURRENCIES

     Section 14.1 Applicability of Article.

     Whenever   this   Indenture   provides  for  (i)  any  action  by,  or  the
determination  of any of the rights of,  Holders of  Securities of any series in
which not all of such Securities are  denominated in the same Currency,  or (ii)
any  distribution  to Holders of Securities,  in the absence of any provision to
the  contrary in the form of Security  of any  particular  series or pursuant to
this  Indenture  or the  Securities,  any  amount  in  respect  of any  Security
denominated  in a Currency  other  than  Dollars  shall be treated  for any such
action or distribution as that amount of Dollars that could be obtained for such
amount on such  reasonable  basis of  exchange  and as of the  record  date with
respect  to  Registered  Securities  of such  series  (if any) for such  action,
determination  of rights or  distribution  (or, if there shall be no  applicable
record date,  such other date  reasonably  proximate to the date of such action,
determination  of rights or  distribution)  as the Company or the  Guarantor may
specify in a written notice to the Trustee.


                                       86
<PAGE>

                                   ARTICLE 15
                             GUARANTEE AND INDEMNITY

     Section 15.1 The Guarantee.

     The  Guarantor  hereby  unconditionally  guarantees  to  each  Holder  of a
Security authenticated and delivered by the Trustee the due and punctual payment
of the  principal  of, any premium and interest on, and any  Additional  Amounts
with respect to such Security,  the due and punctual payment of the sinking fund
payments (if any) provided for pursuant to the terms of such  Security,  and any
other  amounts owed by the Guarantor or the Company  hereunder,  when and as the
same  shall  become  due and  payable,  whether at  maturity,  by  acceleration,
redemption,  repayment  or  otherwise,  in  accordance  with  the  terms of such
Security and of this Indenture. In case of the failure of the Company punctually
to pay any such principal,  premium, interest,  Additional Amounts, sinking fund
payment or other amounts,  the Guarantor hereby agrees to cause any such payment
to be made punctually when and as the same shall become due and payable, whether
at maturity, upon acceleration,  redemption,  repayment or otherwise,  and as if
such payment were made by the Company.

     Section 15.2 Net Payments.

     The  provisions  of this Section  16.2 and all  references  to  "Guarantor"
contained in this Section 16.2 shall apply only to such Persons,  if any,  which
become a Guarantor  pursuant to Section 16.7 and are organized and existing in a
jurisdiction outside the United States.

     All payments of principal  of and premium,  if any,  interest and any other
amounts  on, or in  respect  of,  the  Securities  of any  series or any  Coupon
appertaining  thereto  shall be made by the  Guarantor  without  withholding  or
deduction  at source for, or on account of, any present or future  taxes,  fees,
duties, assessments or governmental charges of whatever nature imposed or levied
by or on behalf of the  jurisdiction  in which the Guarantor or any successor is
organized or resident for tax purposes (each, a "Relevant Taxing  Jurisdiction")
or any political subdivision or taxing authority thereof or therein, unless such
taxes,  fees,  duties,  assessments or  governmental  charges are required to be
withheld or deducted by (i) the laws or any related  regulations or rulings of a
Relevant Taxing  Jurisdiction or any political  subdivision or taxing  authority
thereof or therein  or (ii) an  official  position  regarding  the  application,
administration,  interpretation or enforcement of any such laws,  regulations or
rulings  (including,  without  limitation,  a  ruling  by a court  of  competent
jurisdiction or by a taxing  authority in a Relevant Taxing  Jurisdiction or any
political  subdivision  thereof). If any withholding or deduction is required in
any  Relevant  Taxing  Jurisdiction,  the  Guarantor  shall,  subject to certain
limitations  and  exceptions  set  forth  below,  pay to the  Holder of any such
Security or any Coupon  appertaining  thereto such Additional  Amounts as may be
necessary so that every net payment of principal,  premium,  if any, interest or
any other amount made to such Holder, after such withholding or deduction, shall
not be  less  than  the  amount  provided  for in  such  Security,  any  Coupons
appertaining  thereto and this  Indenture to be then due and payable;  provided,
however,  that the foregoing obligation to pay Additional Amounts will not apply
on account of any tax, fee,  duty,  assessment or  governmental  charge which is
payable:


                                       87
<PAGE>

          (1) otherwise by deduction or  withholding  from payments of principal
     of, any premium, if any, or interest on such Securities;

          (2) by reason of such Holder  having,  or having had, some personal or
     business  connection  with the country in which the  Guarantor is organized
     and not merely by reason of the fact that payments are, or for the purposes
     of taxation are deemed to be, from sources in, or secured in, such country;

          (3) by reason of a change in law or official  practice of any relevant
     taxing  authority  that  becomes  effective  more  than 15 days  after  the
     Relevant Date (as defined below) for payment of principal,  any premium, if
     any, or interest in respect of such Securities;

          (4) by a Paying Agent from a payment of principal, premium, if any, or
     interest on any Securities, if such payment could have been made by another
     Paying  Agent  on  behalf  of  the  Company   without  such   deduction  or
     withholding;

          (5) by reason of such Holder's  present or former status as a personal
     holding  company,  foreign  personal  holding  company,  a passive  foreign
     investment  company or a controlled  foreign  corporation for United States
     tax purposes or a corporation  which  accumulates  earnings to avoid United
     States  federal  income  tax,  and not  merely  by  reason of the fact that
     payments in respect of the Securities  are, or for purposes of taxation are
     deemed to be,  derived  from  sources  in, or are secured in the country in
     which the Guarantor is organized;

          (6) by reason of such holder's past or present status as the actual or
     constructive  owner  of 10% or more of the  combined  voting  power  of all
     classes of stock of the Company entitled to vote;

          (7) by  reason  of  any  estate,  excise,  inheritance,  gift,  sales,
     transfer,  wealth or personal  property  tax or any similar  assessment  or
     governmental charge;

          (8)  as  a  result  of  the   failure  of  a  Holder  to  comply  with
     certification,  identification or other information reporting  requirements
     or to make a  declaration  of  nonresidence  or  other  similar  claim  for
     exemption to the relevant taxing authority;

          (9)  pursuant  to any  European  Union  directive  on the  taxation of
     savings income or any law  implementing or complying with, or introduced to
     conform to any such directive; or

          (10) owing to any combination of clauses (1) through (9) above.

     No  Additional  Amounts  will be paid with  respect  to any  payment of the
principal  of, or premium,  if any,  interest or any other  amounts on, any such
Security to any Holder who is a


                                       88
<PAGE>

fiduciary  or  partnership  or  other  than the  sole  beneficial  owner of such
Security  to the  extent  such  payment  would  be  required  by the laws of the
relevant taxing  jurisdiction  (or any political  subdivision or relevant taxing
authority thereof or therein) to be included in the income for tax purposes of a
beneficiary  or partner or settler with respect to such fiduciary or a member of
such  partnership or a beneficial owner who would not have been entitled to such
Additional  Amounts  had it been the Holder of the  Security.  For the  purposes
hereof the  "Relevant  Date" is the date on which the payment of  principal  of,
premium,  if any, or interest on any series of Securities  first becomes due and
payable but, if the full amount of the monies  payable on such date has not been
received by the relevant  Paying Agent or as it shall have  directed on or prior
to such date, the "Relevant Date" means the date on which such monies shall have
been so received.

     Whenever in this Indenture there is mentioned,  in any context, the payment
of the  principal  of or any  premium,  interest or any other  amounts on, or in
respect  of,  any  Security  of any  series or any  Coupon  or the net  proceeds
received  on the sale or exchange of any  Security of any series,  such  mention
shall be deemed to include mention of the payment of Additional Amounts provided
by the terms of such series  established hereby or pursuant hereto to the extent
that,  in such  context,  Additional  Amounts  are,  were or would be payable in
respect  thereof  pursuant to such terms,  and express mention of the payment of
Additional  Amounts  (if  applicable)  in  any  provision  hereof  shall  not be
construed as excluding  the payment of  Additional  Amounts in those  provisions
hereof where such express mention is not made.

     Except as  otherwise  provided  in or  pursuant  to this  Indenture  or the
Securities  of the  applicable  series,  at  least 10 days  prior  to the  first
Interest  Payment  Date  with  respect  to a  series  of  Securities  (or if the
Securities of such series shall not bear interest  prior to Maturity,  the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment  of  principal  or  interest  if there has been any change  with
respect to the matters set forth in the  below-mentioned  Guarantor's  Officer's
Certificate, the Guarantor shall furnish to the Trustee and the principal Paying
Agent or Paying  Agents,  if other than the  Trustee,  a  Guarantor's  Officer's
Certificate  instructing  the  Trustee and such  Paying  Agent or Paying  Agents
whether such payment of principal of and premium,  if any, interest or any other
amounts on the  Securities of such series shall be made to Holders of Securities
of such series or the Coupons appertaining thereto without withholding for or on
account of any tax, fee, duty, assessment or other governmental charge described
in this Section  16.2.  If any such  withholding  shall be  required,  then such
Guarantor's  Officer's  Certificate  shall  specify by taxing  jurisdiction  the
amount,  if any,  required to be withheld  on such  payments to such  Holders of
Securities or Coupons,  and the  Guarantor  agrees to pay to the Trustee or such
Paying Agent the Additional Amounts required by this Section 16.2. The Guarantor
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 Guarantor's Officer's
Certificate furnished pursuant to this Section 16.2.

     Section 15.3 Guarantee Unconditional, etc.


                                       89
<PAGE>

     The Guarantor  hereby  agrees that its  obligations  hereunder  shall be as
principal  and not  merely as surety,  and shall be  absolute,  irrevocable  and
unconditional,  irrespective  of, and shall be  unaffected  by, any  invalidity,
irregularity or unenforceability of any Security or this Indenture,  any failure
to enforce the  provisions  of any  Security or this  Indenture,  or any waiver,
modification,  consent or indulgence  granted with respect thereto by the Holder
of such  Security  or the  Trustee,  the  recovery of any  judgment  against the
Company or any action to enforce the same, or any other  circumstances which may
otherwise  constitute a legal or equitable  discharge of a surety or  guarantor.
The Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims  with a court in the event of merger,  insolvency  or  bankruptcy  of the
Company, any right to require a proceeding first against the Company, protest or
notice with respect to any such Security or the Indebtedness  evidenced  thereby
and all  demands  whatsoever,  and  covenants  that this  Guarantee  will not be
discharged  except by  payment in full of the  principal  of,  any  premium  and
interest on, and any Additional  Amounts and sinking fund payments required with
respect to, the Securities and the complete performance of all other obligations
contained in the Securities. The Guarantor further agrees, to the fullest extent
that it lawfully may do so, that, as between the Guarantor, on the one hand, and
the Holders and the Trustee,  on the other hand, the Maturity of the obligations
guaranteed  hereby may be  accelerated as provided in Section 5.2 hereof for the
purposes of this Guarantee,  notwithstanding any stay, injunction or prohibition
extant under any bankruptcy, insolvency,  reorganization or other similar law of
any  jurisdiction  preventing  such  acceleration  in respect of the obligations
guaranteed hereby.

     Section 15.4 Reinstatement.

     This Guarantee shall continue to be effective or be reinstated, as the case
may be,  if at any time  payment  on any  Security,  in  whole  or in  part,  is
rescinded or must otherwise be restored to the Company or the Guarantor upon the
bankruptcy, liquidation or reorganization of the Company or otherwise.

     Section 15.5 Subrogation.

     The  Guarantor  shall be  subrogated  to all  rights  of the  Holder of any
Security  against the  Company in respect of any amounts  paid to such Holder by
the Guarantor pursuant to the provisions of this Guarantee;  provided,  however,
that the Guarantor shall not be entitled to enforce,  or to receive any payments
arising out of or based upon, such right of subrogation  until the principal of,
any premium  and  interest  on, and any  Additional  Amounts  and  sinking  fund
payments required with respect to, all Securities shall have been paid in full.

     Section 15.6 Indemnity.

     As a separate and alternative  stipulation,  the Guarantor  unconditionally
and irrevocably agrees that any sum expressed to be payable by the Company under
this  Indenture,  the  Securities  or the  Coupons  but which is for any  reason
(whether or not now known or becoming known to the Company,  the Guarantor,  the
Trustee  or any  Holder of any  Security  or Coupon)  not  recoverable  from the
Guarantor on the basis of a guarantee will  nevertheless be recoverable  from it
as if it were


                                       90
<PAGE>

the sole principal debtor and will be paid by it to the Trustee on demand.  This
indemnity  constitutes  a separate  and  independent  obligation  from the other
obligations in this Indenture, gives rise to a separate and independent cause of
action and will apply  irrespective of any indulgence  granted by the Trustee or
any Holder of any Security or Coupon.

     Section 15.7 Additional Guarantors.

     Any Person may assume the rights,  duties and  obligations of a "Guarantor"
hereunder by executing an indenture  supplemental hereto providing for the same.
Notwithstanding  anything to the contrary contained herein,  with respect to any
such Person, the covenants and agreements contained herein shall be made by such
Person only from and after the execution of such supplemental indenture.

     Section 15.8 Limitation on Guarantor's Liability.

     The  Guarantor,  and by its  acceptance of a Security  each Holder,  hereby
confirms  that it is the intention of all the parties that in no event shall any
obligations  of the  Guarantor  under  this  Indenture  or with  respect  to any
Securities  constitute  or result in a  fraudulent  transfer or  conveyance  for
purposes  of,  or  result  in a  violation  of any  United  States  federal,  or
applicable  United  States state,  fraudulent  transfer or conveyance or similar
law. To effectuate the foregoing  intention,  in the event that the  Guarantor's
obligations  in respect of the  Securities  of any  series  would,  but for this
sentence,  constitute  or result in such a fraudulent  transfer or conveyance or
violation,  then the liability of the Guarantor  under this Indenture in respect
of the  Securities  of such series  shall be reduced to the extent  necessary to
eliminate  such  fraudulent  transfer  or  conveyance  or  violation  under  the
applicable fraudulent transfer or conveyance or similar law.


                                       91
<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.

                                DELHAIZE AMERICA, INC.,
                                as Issuer


                                By: /s/ G. LINN EVANS
                                   --------------------------------------
                                Name:  G. Linn Evans
                                Title: Assistant Secretary

                                FOOD LION, LLC,
                                as Guarantor


                                By: /s/ G. LINN EVANS
                                   --------------------------------------
                                Name:  G. Linn Evans
                                Title: Assistant Secretary

                                THE BANK OF NEW YORK ,
                                        as Trustee


                                By: /s/ MING SHIANG
                                   --------------------------------------
                                Name:  Ming Shiang
                                Title: