<PAGE>

                                                                    Exhibit 4.12

                               GENZYME CORPORATION



                                       and




               _______________________________________, as Trustee




                                    INDENTURE



                      Dated as of ___________________, ____



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                            PAGE

<S>      <C>      <C>                                                                        <C>

Article 1             DEFINITIONS AND INCORPORATION BY REFERENCE..............................1
         1.1      Definitions.................................................................1

         1.2      Other Definitions...........................................................5

         1.3      Incorporation by Reference of Trust Indenture Act...........................6

         1.4      Rules of Construction.......................................................6

Article 2             THE SECURITIES..........................................................7

         2.1      Issuable in Series..........................................................7

         2.2      Establishment of Terms of Series of Securities..............................7

         2.3      Execution and Authentication................................................9

         2.4      Registrar and Paying Agent.................................................10

         2.5      Paying Agent to Hold Assets in Trust.......................................11

         2.6      Securityholder Lists.......................................................12

         2.7      Transfer and Exchange......................................................12

         2.8      Replacement Securities.....................................................13

         2.9      Outstanding Securities.....................................................13

         2.10     When Treasury Securities Disregarded; Determination of Holders' Action.....13

         2.11     Temporary Securities.......................................................14

         2.12     Cancellation...............................................................14

         2.13     Payment of Interest; Defaulted Interest; Computation of Interest...........14

         2.14     CUSIP Number...............................................................15

         2.15     Provisions for Global Securities...........................................15

         2.16     Persons Deemed Owners......................................................16

Article 3             REDEMPTION.............................................................17

         3.1      Notices to Trustee.........................................................17

         3.2      Selection by Trustee of Securities to Be Redeemed..........................17

         3.3      Notice of Redemption.......................................................17

         3.4      Effect of Notice of Redemption.............................................18

         3.5      Deposit of Redemption Price................................................18

         3.6      Securities Redeemed in Part................................................19

Article 4             COVENANTS..............................................................19

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                                      -i-

<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                            PAGE

<S>      <C>      <C>                                                                        <C>
         4.1      Payment of Securities......................................................19

         4.2      SEC Reports................................................................19

         4.3      Waiver of Stay, Extension or Usury Laws....................................20

         4.4      Compliance Certificate.....................................................20

         4.5      Corporate Existence........................................................21

Article 5             SUCCESSOR CORPORATION..................................................21

         5.1      Limitation on Consolidation, Merger and Sale of Assets.....................21

         5.2      Successor Person Substituted...............................................22

Article 6             DEFAULTS AND REMEDIES..................................................22

         6.1      Events of Default..........................................................22

         6.2      Acceleration...............................................................24

         6.3      Remedies...................................................................24

         6.4      Waiver of Past Defaults and Events of Default..............................25

         6.5      Control by Majority........................................................25

         6.6      Limitation on Suits........................................................25

         6.7      Rights of Holders To Receive Payment.......................................26

         6.8      Collection Suit by Trustee.................................................26

         6.9      Trustee May File Proofs of Claim...........................................26

         6.10     Priorities.................................................................27

         6.11     Undertaking for Costs......................................................27

Article 7             TRUSTEE................................................................27

         7.1      Duties of Trustee..........................................................27

         7.2      Rights of Trustee..........................................................28

         7.3      Individual Rights of Trustee...............................................29

         7.4      Trustee's Disclaimer.......................................................30

         7.5      Notice of Default..........................................................30

         7.6      Reports by Trustee to Holders..............................................30

         7.7      Compensation and Indemnity.................................................30

</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                            PAGE

<S>      <C>      <C>                                                                        <C>
         7.8      Replacement of Trustee.....................................................31

         7.9      Successor Trustee by Consolidation, Merger or Conversion...................32

         7.10     Eligibility; Disqualification..............................................32

         7.11     Preferential Collection of Claims Against Company..........................32

         7.12     Paying Agents..............................................................32

Article 8             AMENDMENTS, SUPPLEMENTS AND WAIVERS....................................33

         8.1      Without Consent of Holders.................................................33

         8.2      With Consent of Holders....................................................34

         8.3      Compliance with Trust Indenture Act........................................35

         8.4      Revocation and Effect of Consents..........................................35

         8.5      Notation on or Exchange of Securities......................................36

         8.6      Trustee to Sign Amendments, Etc............................................36

Article 9             DISCHARGE OF INDENTURE; DEFEASANCE.....................................36

         9.1      Discharge of Indenture.....................................................36

         9.2      Legal Defeasance...........................................................37

         9.3      Covenant Defeasance........................................................37

         9.4      Conditions to Legal Defeasance or Covenant Defeasance......................37

         9.5      Deposited Money and U.S. and Foreign Government Obligations
                  to be Held in Trust; Other Miscellaneous Provisions........................39

         9.6      Reinstatement..............................................................40

         9.7      Moneys Held by Paying Agent................................................40

         9.8      Moneys Held by Trustee.....................................................40

Article 10            MISCELLANEOUS..........................................................41

         10.1     Trust Indenture Act Controls...............................................41

         10.2     Notices....................................................................41

         10.3     Communications by Holders with Other Holders...............................42

         10.4     Certificate and Opinion as to Conditions Precedent.........................42

         10.5     Statement Required in Certificate and Opinion..............................42

         10.6     Rules by Trustee and Agents................................................43

</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                            PAGE

<S>      <C>      <C>                                                                        <C>
         10.7     Business Days; Legal Holidays; Place of Payment............................43

         10.8     Governing Law..............................................................43

         10.9     No Adverse Interpretation of Other Agreements..............................43

         10.10    No Recourse Against Others.................................................44

         10.11    Successors.................................................................44

         10.12    Multiple Counterparts......................................................44

         10.13    Table of Contents, Headings, Etc...........................................44

         10.14    Separability...............................................................44

         10.15    Securities in a Foreign Currency or in Euro................................44

         10.16    Judgment Currency..........................................................45

</TABLE>

                                      -iv-

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>

TIA SECTION                                       INDENTURE SECTION
<S>                                            <C>  <C>    <C>
310(a)(1)                                                  7.10
(a)(2)                                                     7.10
(a)(3)                                                      N/A
(a)(4)                                                      N/A
(a)(5)                                                     7.10
(b)                                            7.8;  7.10; 10.4
(b)(1)                                                     7.10
(b)(9)                                                     7.10
311(a)                                                     7.11
(b)                                                        7.11
312(a)                                                      2.6
(b)                                                        10.3
(c)                                                        10.3
313(a)                                                      7.6
(b)(1)                                                      7.6
(b)(2)                                                      7.6
(c)                                                  7.6;  10.4
(d)                                                         7.6
314(a)                                          4.2; 4.4;  10.4
(b)                                                         N/A
(c)(1)                                              10.4;  10.5
(c)(2)                                              10.4;  10.5
(c)(3)                                                      N/A
(d)                                                         N/A
(e)                                                        10.5
(f)                                                         N/A
315(a)                                                7.1,  7.2
(b)                                                  7.5;  10.2
(c)                                                         7.1
(d)                                              6.5; 7.1;  7.2
(e)                                                        6.11
316(a)(last sentence)                                      2.10
(a)(1)(A)                                                   6.5
(a)(1)(B)                                                   6.4
(a)(2)                                                      8.2
(b)                                                         6.7
(c)                                                         8.4
317(a)(1)                                                   6.8

</TABLE>

                                       v

<PAGE>

<TABLE>

<S>                                                 <C>  <C>
(a)(2)                                                    6.9
(b)                                                 2.5; 7.12
318(a)                                                   10.1

</TABLE>

------------------------
N/A means not applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of the Indenture.

                                       vi

<PAGE>

         INDENTURE, dated as of ______________, ____, by and between Genzyme
Corporation, a Massachusetts corporation, as Issuer (the "Company") and
_____________________, a ________________ organized under the laws of
_______________________, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         All things necessary to make this Indenture a valid agreement of the
Company in accordance with its terms have been done, and the execution and
delivery thereof have been in all respects duly authorized by the parties
hereto.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities of a Series thereof, as
follows:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         1.1      DEFINITIONS.

         "Affiliate" of any specified Person means any other Person which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise.

         "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

         "Board of Directors" means the Board of Directors of the Company or any
committee duly authorized to act therefor.



<PAGE>

         "Board Resolution" means a copy of a resolution certified pursuant to
an Officers' Certificate to have been duly adopted by the Board of Directors of
the Company and to be in full force and effect on the date of such certification
and delivered to the Trustee.

         "Capital Stock" means, with respect to any Person, any and all shares
or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or other interest in the nature of
an equity interest in such Person or any option, warrant or other security
convertible into any of the foregoing.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this
Indenture and thereafter means the successor and any other primary obligor on
the Securities.

         "Company Order" means a written order signed in the name of the Company
by two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.

         "Company Request" means any written request signed in the name of the
Company by its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer or its Treasurer and attested to by the Clerk or any
Assistant Clerk of the Company.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.

         "Default" means any event that is, or with the passing of time or
giving of notice or both would be, an Event of Default.

         "Depository" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depository for such Series by the Company,
which Depository shall be a clearing agency registered under the Exchange Act,
until a successor Depository shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depository" shall mean each Person
who is then a Depository hereunder, and if at any time there is more than one
such Person, such Persons.

         "Dollars" means the currency of the United States of America.

         "Euro" means the single currency to be introduced at the start of the
third stage of economic and monetary union pursuant to the treaty establishing
the European Economic Community, as amended by the Treaty on European Union
signed at Maastricht on February 7, 1992.

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

         "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.

         "Foreign Government Obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or

                                       2

<PAGE>

caused to be issued such currency for the payment of which obligations its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by or acting as an agency or instrumentality of such government the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by such government, which, in either case under clauses (i) or (ii),
are not callable or redeemable at the option of the issuer thereof.

         "GAAP" means generally accepted accounting principles consistently
applied as in effect in the United States from time to time.

         "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2,
evidencing all or part of a Series of Securities issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee, and bearing the legend set forth in Section 2.15(c) (or such legend as
may be specified as contemplated by Section 2.2 for such Securities).

         "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Indebtedness" means (without duplication), with respect to any Person,
any indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP.

         "Indenture" means this Indenture as amended, restated or supplemented
from time to time.

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

         "Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any capitalized lease obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

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

                                       3

<PAGE>

         "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the Clerk of the
Company or any other officer designated by the Board of Directors, as the
case may be.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman, Chief Executive Officer, the President or
any Senior or Executive Vice President, and the Chief Financial Officer or
any Treasurer of such Person that shall comply with applicable provisions of
this Indenture.

         "Opinion of Counsel" means a written opinion from legal counsel
which counsel is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company.

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

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

         "Responsible Officer" when used with respect to the Trustee, means any
officer within the corporate trust department or division of the Trustee (or any
successor group of the Trustee) or any other officer 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 knowledge of
and familiarity with the particular subject.

         "SEC" means the United States Securities and Exchange Commission as
constituted from time to time or any successor performing substantially the same
functions.

         "Securities" means the securities that are issued under this Indenture,
as amended or supplemented from time to time pursuant to this Indenture.

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

         "Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
or 2.2 hereof.

         "Significant Subsidiary" means (i) any direct or indirect Subsidiary of
the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

         "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon means, the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable, and when used with
respect to any other Indebtedness, means the date specified in the instrument

                                       4

<PAGE>

governing such Indebtedness as the fixed date on which the principal of such
Indebtedness, or any installment of interest thereon, is due and payable.

         "Subsidiary" of any specified Person means any corporation, limited
liability company, partnership, joint venture, association or other business
entity, whether now existing or hereafter organized or acquired, (i) in the
case of a corporation, of which more than 50% of the total voting power of
the Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors thereof is held, directly
or indirectly by such Person or any of its Subsidiaries; or (ii) in the case
of a partnership, joint venture, association or other business entity, with
respect to which such Person or any of its Subsidiaries has the power to
direct or cause the direction of the management and policies of such entity
by contract or otherwise or if in accordance with GAAP such entity is
consolidated with such Person for financial statement purposes.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.3 hereof).

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

         "U.S. Government Obligations" means direct non-callable obligations of,
or non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

         1.2      OTHER DEFINITIONS.

The definitions of the following terms may be found in the sections indicated as
follows:

<TABLE>
<CAPTION>

TERM                                                                                            DEFINED
----                                                                                          IN SECTION
                                                                                              ----------
<S>                                                                                                <C>
"Bankruptcy Law"                                                                                     6.1
"Business Day"                                                                                      10.7
"Covenant Defeasance"                                                                                9.3
"Custodian"                                                                                          6.1
"Event of Default"                                                                                   6.1
"Journal"                                                                                          10.15
"Judgment Currency"                                                                                10.16
"Legal Defeasance"                                                                                   9.2
"Legal Holiday"                                                                                     10.7
"Market Exchange Rate"                                                                             10.15
"New York Banking Day"                                                                             10.16
"New York Paying Agent"                                                                              2.4
"Paying Agent"                                                                                       2.4
"Place of Payment"                                                                                  10.7
"Registrar"                                                                                          2.4

</TABLE>

                                       5

<PAGE>

<TABLE>

<S>                                                                                                <C>
"Required Currency"                                                                                10.16
"Service Agent"                                                                                      2.4

</TABLE>

         1.3      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture securityholder" means a Holder or Securityholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor on the indenture securities" means the Company.

         All other terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by SEC rule have
the meanings therein assigned to them.

         1.4      RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                           (1) a term has the meaning assigned to it herein,
                  whether defined expressly or by reference;

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

                           (3) "or" is not exclusive;

                           (4) words in the singular include the plural, and in
                  the plural include the singular;

                           (5) words used herein implying any gender shall apply
                  to each gender; and

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

                                       6

<PAGE>

                                   ARTICLE 2

                                 THE SECURITIES

         2.1      ISSUABLE IN SERIES.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, Stated Maturity, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.

         2.2      ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

         At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2(2) through 2.2(22) by a
Board Resolution, a supplemental indenture or an Officers' Certificate, in
each case, pursuant to authority granted under a Board Resolution:

                           (1) the title of the Series (which shall distinguish
                  the Securities of that particular Series from the Securities
                  of any other Series);

                           (2) the price or prices (expressed as a percentage of
                  the principal amount thereof) at which the Securities of the
                  Series will be issued;

                           (3) any limit upon the aggregate principal amount of
                  the Securities of the Series which may be authenticated and
                  delivered under this Indenture (except for Securities
                  authenticated and delivered upon registration of transfer of,
                  or in exchange for, or in lieu of, other Securities of the
                  Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);

                           (4) the date or dates on which the principal of the
                  Securities of the Series is payable;

                           (5) the rate or rates (which may be fixed or
                  variable) per annum or, if applicable, the method used to
                  determine such rate or rates (including, but not limited to,
                  any commodity, commodity index, stock exchange index or
                  financial index) at which the Securities of the Series shall
                  bear interest, if any, the date or dates from which such
                  interest, if any, shall accrue, the date or dates on which
                  such interest, if any, shall commence and be payable and any
                  regular record date for the interest payable on any Interest
                  Payment Date;

                                       7

<PAGE>

                           (6) the place or places where the principal of and
                  interest and premium, if any, on the Securities of the Series
                  shall be payable, or the method of such payment, if by wire
                  transfer, mail or other means;

                           (7) if applicable, the period or periods within
                  which, the price or prices at which and the terms and
                  conditions upon which the Securities of the Series may be
                  redeemed, in whole or in part, at the option of the Company;

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

                           (9) the dates, if any, on which and the price or
                  prices at which the Securities of the Series will be
                  repurchased by the Company at the option of the Holders
                  thereof and other detailed terms and provisions of such
                  repurchase obligations;

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

                           (11) the forms of the Securities of the Series in
                  bearer (if to be issued outside of the United States) or fully
                  registered form (and, if in fully registered form, whether the
                  Securities will be issuable as Global Securities);

                           (12) if other than the principal amount thereof, the
                  portion of the principal amount of the Securities of the
                  Series that shall be payable upon declaration of acceleration
                  of the Maturity thereof pursuant to Section 6.2;

                           (13) the currency of denomination of the Securities
                  of the Series, which may be Dollars or any Foreign Currency,
                  including, but not limited to, the Euro, and if such currency
                  of denomination is a composite currency other than the Euro,
                  the agency or organization, if any, responsible for overseeing
                  such composite currency;

                           (14) the designation of the currency, currencies or
                  currency units in which payment of the principal of and
                  interest and premium, if any, on the Securities of the Series
                  will be made;

                           (15) if payments of principal of or interest or
                  premium, if any, on the Securities of the Series are to be
                  made in one or more currencies or currency units other than
                  that or those in which such Securities are denominated, the
                  manner in which the exchange rate with respect to such
                  payments will be determined;

                           (16) the manner in which the amounts of payment of
                  principal of or interest and premium, if any, on the
                  Securities of the Series will be determined, if such amounts
                  may be determined by reference to an index based on a currency
                  or

                                       8

<PAGE>

                  currencies or by reference to a commodity, commodity index,
                  stock exchange index or financial index;

                           (17) the provisions, if any, relating to any
                  collateral provided for the Securities of the Series;

                           (18) any addition to or change in the Events of
                  Default which applies to any Securities of the Series and any
                  change in the right of the Trustee or the requisite Holders of
                  such Securities to declare the principal amount thereof due
                  and payable pursuant to Section 6.2;

                           (19) any addition to or change in the covenants set
                  forth in Articles 4 or 5 which applies to Securities of the
                  Series;

                           (20) any depositories, interest rate calculation
                  agents, exchange rate calculation agents or other agents with
                  respect to Securities of such Series if other than those
                  appointed herein;

                           (21) if applicable, that the Securities of the
                  Series, in whole or any specified part, shall be defeasible
                  pursuant to Article 9; and

                           (22) any other terms of the Securities of the Series
                  (which terms shall not be inconsistent with the provisions of
                  this Indenture, except as permitted by Section 8.1, but which
                  may modify or delete any provision of this Indenture insofar
                  as it applies to such Series).

All Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers' Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers' Certificate.

         2.3      EXECUTION AND AUTHENTICATION.

         The Securities shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Clerk of the Company.
Each such signature may be either manual or facsimile. The Company's seal may be
impressed, affixed, imprinted or reproduced on the Securities and may be in
facsimile form.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.

         A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

                                       9

<PAGE>

         The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication.

         The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

         Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised in writing by
outside counsel, determines that such action may not lawfully be taken; or (b)
if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to personal
liability, or cause it to have a conflict of interest with respect to Holders of
any then outstanding Series of Securities.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Any appointment shall be evidenced
by instrument signed by an authorized officer of the Trustee, a copy of which
shall be furnished to the Company. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company
or an Affiliate of the Company.

         2.4      REGISTRAR AND PAYING AGENT.

         The Company shall maintain in each Place of Payment for any Series of
Securities (i) an office or agency where such Securities may be presented for
registration of transfer or for exchange ("Registrar"), (ii) an office or agency
where such Securities may be presented for payment ("Paying Agent") (PROVIDED
that the Company shall at all times maintain a Paying Agent in the Borough of
Manhattan, The City of New York, State of New York (the "New York Paying
Agent"), and PROVIDED, FURTHER, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the register for the Securities
maintained by the Registrar, and (iii) an office or agency where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served ("Service Agent"). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may have one or more
co-registrars and one or

                                       10

<PAGE>

more additional paying agents. The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 10.2. If the Company acts as
Paying Agent, it shall segregate the money held by it for the payment of
principal of and premium, if any, and interest on the Securities and hold it
as a separate trust fund. The Company may change any Paying Agent, Registrar
or co-registrar without notice to any Securityholder.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
PROVIDED, HOWEVER, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
shall give prompt written notice to the Trustee of such designation or
rescission and of any change in the location of any such other office or agency.

         The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or agent for service
of notices and demands, or fails to give the foregoing notice, the Trustee shall
act as such. The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company. The Company further designates _________________________________, as
the New York Paying Agent, with offices
at_____________________________________________.

         2.5      PAYING AGENT TO HOLD ASSETS IN TRUST.

         The Trustee as Paying Agent shall, and the Company shall require each
Paying Agent other than the Trustee to agree in writing that each Paying Agent
shall hold in trust for the benefit of the Holders of any Series of Securities
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest or premium (if any) on, such Series of Securities (whether such
assets have been distributed to it by the Company or any other obligor on such
Series of Securities), and the Company and the Paying Agent shall notify the
Trustee in writing of any Default by the Company (or any other obligor on such
Series of Securities) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any payment default with respect to any Series of Securities,
upon written request to a Paying Agent, require such Paying Agent to distribute
all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have been delivered by
the Company to the Paying Agent, the Paying Agent shall have no further
liability for such assets.

                                       11

<PAGE>

2.6      SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each regular record
date for the payment of interest on the Securities of a Series and before each
related Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders of each Series
of Securities.

2.7      TRANSFER AND EXCHANGE.

         When Securities of a Series are presented to the Registrar with a
request to register the transfer thereof, the Registrar shall register the
transfer as requested if the requirements of applicable law are met, and when
such Securities of a Series are presented to the Registrar with a request to
exchange them for an equal principal amount of other authorized denominations of
Securities of the same Series, the Registrar shall make the exchange as
requested. To permit transfers and exchanges, upon surrender of any Security for
registration of transfer at the office or agency maintained pursuant to Section
2.4 hereof, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar's request.

         If Securities are issued as Global Securities, the provisions of
Section 2.15 shall apply.

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

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

         Any exchange or transfer shall be without charge, except that the
Company may require payment by the Holder of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to Section
2.11, 3.6 or 8.5 hereof. The Trustee shall not be required to register transfers
of Securities of any Series or to exchange Securities of any Series for a period
of 15 days before selection for redemption of such Securities. The Trustee shall
not be required to exchange or register transfers of Securities of any Series
called or being called for redemption in whole or in part, except the unredeemed
portion of such Security being redeemed in part.

         2.8      REPLACEMENT SECURITIES.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security presents evidence to the satisfaction of the Company and the
Trustee that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security of
the same Series and of like tenor and principal amount and bearing a

                                       12

<PAGE>

number not contemporaneously outstanding. An indemnity bond may be required
by the Company or the Trustee that is sufficient in the reasonable judgment
of the Company or the Trustee, as the case may be, to protect the Company,
the Trustee or any Agent from any loss which any of them may suffer if a
Security is replaced. The Company may charge such Holder for its
out-of-pocket expenses in replacing a Security, including the fees and
expenses of the Trustee. Every replacement Security shall constitute an
original additional obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that Series duly issued hereunder.

         2.9      OUTSTANDING SECURITIES.

         Securities outstanding at any time are all Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.9 as not outstanding.

         If a Security is replaced pursuant to Section 2.8 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
until the Company and the Trustee receive proof satisfactory to each of them
that the replaced Security is held by a bona fide purchaser. A mutilated
Security ceases to be outstanding upon surrender of such Security and
replacement thereof pursuant to Section 2.8.

         If a Paying Agent holds on a Redemption Date or the Stated Maturity
money sufficient to pay the principal of, premium, if any, and accrued interest
on Securities payable on that date and is not prohibited from paying such money
to the Holders thereof pursuant to the terms of this Indenture (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), then on and after that date such Securities cease to be
outstanding and interest on them ceases to accrue.

         A Security does not cease to be outstanding solely because the
Company or an Affiliate holds the Security.

         2.10     WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF
                  HOLDERS' ACTION

         In determining whether the Holders of the required aggregate principal
amount of the Securities of any Series have concurred in any direction, waiver
or consent, the Securities of any Series owned by the Company or any other
obligor on such Securities or by any Affiliate of any of them shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities of such Series which the Trustee actually knows are so owned shall be
so disregarded. Securities of such Series so owned which have been pledged in
good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to the
Securities of such Series and that the pledgee is not the Company or any other
obligor upon the Securities of such Series or any Affiliate of any of them.

                                       13

<PAGE>

         2.11     TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and execute and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form, and shall carry all
rights, of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay,
the Company shall prepare and execute and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities presented to it
without charge to the Holder.

         2.12     CANCELLATION.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
for cancellation. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for transfer, exchange or payment.
The Trustee or, at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel and at the written request of the Company,
shall dispose of all Securities surrendered for transfer, exchange, payment or
cancellation. If the Company shall acquire any of the Securities, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.12. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 2.12, except as expressly permitted by
this Indenture.

         2.13     PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF
                  INTEREST.

         Except as otherwise provided as contemplated by Section 2.2 with
respect to any Series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security is registered at the close of
business on the regular record date for such interest, as provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing
the terms of such Series.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the Persons who are Securityholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15
days before the special record date, the Company shall mail or cause to be
mailed to each Securityholder, with a copy to the Trustee, a notice that states
the special record date, the payment date, and the amount of defaulted interest,
and interest payable on such defaulted interest, if any, to be paid.

                                       14

<PAGE>

         Except as otherwise specified as contemplated by Section 2.2 for
Securities of any Series, interest on the Securities of each Series shall be
computed on the basis of a 360-day year of twelve 30-day months.

         2.14     CUSIP NUMBER.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers, and if so, the Trustee shall use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders, PROVIDED that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Securities,
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 any such numbers.

         2.15     PROVISIONS FOR GLOBAL SECURITIES.

                  (a) A Board Resolution, a supplemental indenture hereto or an
Officers' Certificate shall establish whether the Securities of a Series shall
be issued in whole or in part in the form of one or more Global Securities and
the Depository for such Global Securities or Securities.

                  (b) Notwithstanding any provisions to the contrary
contained in Section 2.7 of the Indenture and in addition thereto, if, and
only if (A) the Depository (i) at any time is unwilling or unable to continue
as Depository for such Global Security or ceases to be a clearing agency
registered under the Exchange Act and (ii) a successor Depository is not
appointed by the Company within 90 days after the date the Company is so
informed in writing or becomes aware of the same, or (B) a Default or an
Event of Default has occurred and is continuing with respect to the
Securities represented by such Global Security, the Company promptly will
execute and deliver to the Trustee definitive Securities, and the Trustee,
upon receipt of a Company Request for the authentication and delivery of such
definitive Securities (which the Company will promptly execute and deliver to
the Trustee) and an Officers' Certificate to the effect that such Global
Security shall be so exchangeable, will authenticate and deliver definitive
Securities, without charge, registered in such names and in such authorized
denominations as the Depository shall direct in writing (pursuant to
instructions from its direct and indirect participants or otherwise) in an
aggregate principal amount equal to the principal amount of the Global
Security with like tenor and terms. Upon the exchange of a Global Security
for definitive Securities, such Global Security shall be canceled by the
Trustee. Unless and until it is exchanged in whole or in part for definitive
Securities, as provided in this Section 2.15(b), a Global Security may not be
transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a nominee of such Depository to
such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

                  (c) Any Global Security issued hereunder shall bear a legend
in substantially the following form:

         "This Security is a Global Security within the meaning of the Indenture
         hereinafter referred to and is registered in the name of the Depository
         or a

                                       15

<PAGE>

         nominee of the Depository. This Security is exchangeable for Securities
         registered in the name of a Person other than the Depository or its
         nominee only in the limited circumstances described in the Indenture,
         and may not be transferred except as a whole by the Depository to a
         nominee of the Depository, by a nominee of the Depository to the
         Depository or another nominee of the Depository or by the Depository or
         any such nominee to a successor Depository or a nominee of such a
         successor Depository."

                  (d) The Depository, as a Holder, may appoint agents and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

                  (e) Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.2, payment of the
principal of and interest and premium, if any, on any Global Security shall be
made to the Depository or its nominee in its capacity as the Holder thereof.

                  (f) Except as provided in Section 2.15(e), the Company, the
Trustee and any Agent shall treat a Person as the Holder of such principal
amount of outstanding Securities of any Series represented by a Global Security
as shall be specified in a written statement of the Depository (which may be in
the form of a participants' list for such Series) with respect to such Global
Security, for purposes of obtaining any consents, declarations, waivers or
directions required to be given by the Holders pursuant to this Indenture,
PROVIDED that until the Trustee is so provided with a written statement, it may
treat the Depository or any other Person in whose name a Global Security is
registered as the owner of such Global Security for the purpose of receiving
payment of principal of and any premium and (subject to Section 2.13) any
interest on such Global Security and for all other purposes whatsoever, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         2.16     PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, the Registrar and any agent of the Company, the
Registrar or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 2.13) any interest on such
Security and for all other purposes whatsoever, and neither the Company, the
Trustee, the Registrar nor any agent of the Company, the Registrar or the
Trustee shall be affected by notice to the contrary.

                                   ARTICLE 3

                                   REDEMPTION

         3.1      NOTICES TO TRUSTEE.

         The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or

                                       16

<PAGE>

any part thereof prior to the Stated Maturity thereof at such time and on
such terms as provided for in such Securities or the related Board
Resolution, supplemental indenture or Officers' Certificate. If a Series of
Securities is redeemable and the Company elects to redeem such Securities of
a Series, it shall notify the Trustee of the Redemption Date and the
principal amount of Securities to be redeemed at least 45 days (unless a
shorter notice shall be satisfactory to the Trustee) before the Redemption
Date. Any such notice may be canceled at any time prior to notice of such
redemption being mailed to any Holder and shall thereby be void and of no
effect.

         3.2      SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         Unless otherwise indicated for a particular Series of Securities by
a Board Resolution, a supplemental indenture or an Officers' Certificate, if
fewer than all of the Securities of a Series are to be redeemed, the Trustee
shall select the Securities of a Series to be redeemed pro rata, by lot or by
any other method that the Trustee considers fair and appropriate (unless the
Company specifically directs the Trustee otherwise) and, if such Securities
are listed on any securities exchange, by a method that complies with the
requirements of such exchange.

         The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption and shall promptly
notify the Company in writing of the Securities selected for redemption and,
in the case of any Security selected for partial redemption, the principal
amount thereof to be redeemed at least 35 but not more than 60 days before
the Redemption Date. Securities of a Series in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions of the
principal of Securities of a Series that have denominations larger than
$1,000. Securities of a Series and portions of them it selects shall be in
amounts of $1,000 or, with respect to Securities of any Series issuable in
other denominations pursuant to Section 2.2(10), the minimum principal
denomination for each Series and integral multiples thereof. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

         3.3      NOTICE OF REDEMPTION.

         Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers' Certificate, at least 30 days,
and no more than 60 days, before a Redemption Date, the Company shall mail, or
cause to be mailed, a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar.

         The notice shall identify the Securities to be redeemed (including the
CUSIP number(s) thereof, if any) and shall state:

                           (1) the Redemption Date;

                           (2) the redemption price, and that such redemption
                  price shall become due and payable on the Redemption Date;

                           (3) if any Security of a Series is being redeemed in
                  part, the portion of the principal amount of such Security of
                  a Series to be redeemed and that, after

                                       17

<PAGE>

                  the Redemption Date and upon surrender of such Security of a
                  Series, a new Security or Securities in principal amount equal
                  to the unredeemed portion will be issued;

                           (4) the name and address of the Paying Agent;

                           (5) that Securities of a Series called for redemption
                  must be surrendered to the Paying Agent to collect the
                  redemption price, and the place or places where each such
                  Security is to be surrendered for such payment;

                           (6) that, unless the Company defaults in making the
                  redemption payment, interest on the Securities of a Series
                  called for redemption ceases to accrue on the Redemption Date,
                  and the only remaining right of the Holders of such Securities
                  is to receive payment of the redemption price upon surrender
                  to the Paying Agent of the Securities redeemed;

                           (7) if fewer than all the Securities of a Series are
                  to be redeemed, the identification of the particular
                  Securities of a Series (or portion thereof) to be redeemed, as
                  well as the aggregate principal amount of Securities of a
                  Series to be redeemed and the aggregate principal amount of
                  Securities of a Series to be outstanding after such partial
                  redemption.

                           (8) the CUSIP number, if any, printed on the
                  Securities being redeemed; and

                           (9) that no representation is made as to the
                  correctness or accuracy of the CUSIP number, if any, listed
                  in such notice or printed on the Securities.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's sole expense.

         3.4      EFFECT OF NOTICE OF REDEMPTION.

         Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to
the Redemption Date. Upon surrender to the Trustee or Paying Agent, such
Securities of a Series shall be paid at the redemption price, plus accrued
interest, if any, to the Redemption Date, PROVIDED that if the Redemption Date
is after a regular interest payment record date and on or prior to the next
Interest Payment Date, the accrued interest shall be payable to the Holder of
the redeemed Securities registered on the relevant record date, as specified by
the Company in the notice to the Trustee pursuant to Section 3.1 hereof.

         3.5      DEPOSIT OF REDEMPTION PRICE.

         On or prior to the Redemption Date (but no later than 11:00 A.M. EST
on such date), the Company shall deposit with the Paying Agent money
sufficient to pay the redemption price of and accrued interest, if any, on
all Securities to be redeemed on that date other than Securities or portions
thereof called for redemption on that date which have been delivered by the
Company to the Trustee for cancellation.

         On and after any Redemption Date, if money sufficient to pay the
redemption price of and accrued interest on Securities called for redemption
shall have been made available in accordance with the preceding paragraph and
the Company and the Paying Agent are not

                                       18

<PAGE>

prohibited from paying such moneys to Holders, the Securities called for
redemption will cease to accrue interest and the only right of the Holders of
such Securities will be to receive payment of the redemption price of and,
subject to the proviso in Section 3.4, accrued and unpaid interest on such
Securities to the Redemption Date. If any Security called for redemption shall
not be so paid, interest will be paid, from the Redemption Date until such
redemption payment is made, on the unpaid principal of the Security and any
interest or premium (if any) not paid on such unpaid principal, in each case, at
the rate and in the manner provided in the Securities.

         3.6      SECURITIES REDEEMED IN PART.

         Upon surrender of a Security of a Series that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for a Holder a new
Security of the same Series equal in principal amount to the unredeemed portion
of the Security surrendered.

                                   ARTICLE 4

                                    COVENANTS

         4.1      PAYMENT OF SECURITIES.

         The Company shall pay the principal of and interest and premium, if
any, on each Series of Securities on the dates and in the manner provided in
such Securities and this Indenture.

         An installment of principal or interest shall be considered paid on the
date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment and is not prohibited from
paying such money to the Holders pursuant to the terms of this Indenture or
otherwise.

         The Company shall pay interest on overdue principal, and overdue
interest, to the extent lawful, at the rate specified in the Series of
Securities.

         4.2      SEC REPORTS.

         The Company will deliver to the Trustee within 15 days after the filing
of the same with the SEC, copies of the quarterly and annual report and of the
information documents and other reports, if any, which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company will file
with the SEC, to the extent permitted, and provide the Trustee, with such
quarterly and annual reports and such information, documents and other reports
specified in Section 13 and 15(d) of the Exchange Act. The Company will also
comply with the other provisions of TIA Section 314(a).

         4.3      WAIVER OF STAY, EXTENSION OR USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
they will not at any time insist upon, or plead (as a defense or otherwise) or
in any manner whatsoever claim or take the benefit or advantage of, any stay
extension usury or other law which would prohibit or forgive the Company from
paying all or any portion of the principal of, premium, if any, and/or

                                       19

<PAGE>

interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that they may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

         4.4      COMPLIANCE CERTIFICATE.

                  (a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company (ending December 31), an
Officers' Certificate which complies with TIA Section 314(a)(4) stating that a
review of the activities of the Company and its Subsidiaries during such fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether each has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge each has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action each is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of or interest or premium, if any, on the Securities is
prohibited or if such event has occurred, a description of the event and what
action each is taking or proposes to take with respect thereto.

                  (b) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed Default under this Indenture or the Securities, the Company
shall deliver to the Trustee an Officers' Certificate specifying such event,
notice or other action within five Business Days of its becoming aware of such
occurrence and what action the Company is taking or proposes to take with
respect thereto.

                                       20

<PAGE>


4.5      CORPORATE EXISTENCE.

         Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence, in accordance with the organizational documents (as the
same may be amended from time to time) of the Company and the rights (charter
and statutory), licenses and franchises of the Company; PROVIDED, HOWEVER,
that the Company shall not be required to preserve any such right, license or
franchise, or its corporate existence, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and that the loss thereof is not adverse in
any material respect to the Holders.

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

         5.1      LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

                  (a) The Company will not, in any transaction or series of
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions), to any Person or Persons,
unless at the time of and after giving effect thereto (i) either (A) if the
transaction or series of transactions is a merger or consolidation, the
Company shall be the surviving Person of such merger or consolidation, or (B)
the Person formed by such consolidation or into which the Company is merged
or to which the properties and assets of the Company are transferred (any
such surviving Person or transferee Person being the "Surviving Entity")
shall be a corporation organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia or a
corporation or comparable legal entity organized under the laws of a foreign
jurisdiction and shall expressly assume by a supplemental indenture executed
and delivered to the Trustee, in form reasonably satisfactory to the Trustee,
all the obligations of the Company (including, without limitation, the
obligation to pay the principal of, and premium and interest, if any, on the
Securities and the performance of the other covenants) under the Securities
of each Series and this Indenture, and in each case, this Indenture shall
remain in full force and effect; and

                                       21

<PAGE>

(ii) immediately before and immediately after giving effect to such transaction
or series of transactions on a pro forma basis (including, without limitation,
any Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction or series of transactions), no Default or Event of
Default shall have occurred and be continuing.

                  (b) In connection with any consolidation, merger or transfer
of assets contemplated by this Section 5.1, the Company shall deliver, or cause
to be delivered, to the Trustee, in form and substance reasonably satisfactory
to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and the supplemental indenture in
respect thereto comply with this Section 5.1 and that all conditions precedent
herein provided for relating to such transaction or transactions have been
complied with.

         5.2      SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.1
above, the successor corporation formed by such consolidation or into which the
Company is merged or to which such transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named as the Company herein, and thereafter (except with respect to any such
transfer which is a lease) the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

         6.1      EVENTS OF DEFAULT.

         "Events of Default," wherever used herein with respect to Securities of
any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:

                           (1) there is a default in the payment of any
                  principal of, or premium, if any, on the Securities when the
                  same becomes due and payable at Maturity, upon acceleration,
                  redemption or otherwise;

                           (2) there is a default in the payment of any interest
                  on any Security of a Series when the same becomes due and
                  payable and the Default continues for a period of 30 days;

                           (3) the Company defaults in the observance or
                  performance of any other covenant in the Securities of a
                  Series or this Indenture for 60 days after written notice from
                  the Trustee or the Holders of not less than 25% in the
                  aggregate principal amount of the Securities of such Series
                  then outstanding which notice must specify the Default,
                  demand that it be remedied and state the notice is a "Notice
                  of Default";

                                       22

<PAGE>

                           (4) there is a default or are defaults under one or
                  more agreements, instruments, mortgages, bonds, debentures or
                  other evidences of Indebtedness under which the Company or any
                  Significant Subsidiary of the Company then has outstanding
                  Indebtedness in excess of $25 million, individually or in the
                  aggregate, and either (a) such Indebtedness is already due and
                  payable in full or (b) such default or defaults have resulted
                  in the acceleration of the Maturity of such Indebtedness;

                           (5) the Company or any Significant Subsidiary
                  pursuant to or within the meaning of any Bankruptcy Law:

                                    (A) commences a voluntary case,

                                    (B) consents to the entry of an order for
                           relief against it in an involuntary case,

                                    (C) consents to the appointment of a
                           Custodian of it or for all or substantially all of
                           its property,

                                    (D) makes a general assignment for the
                           benefit of its creditors, or

                                    (E) generally is not paying its debts as
                           they become due;

                           (6) a court of competent jurisdiction enters an order
                  or decree under any Bankruptcy Law that:

                                    (A) is for relief against the Company or any
                           Significant Subsidiary in an involuntary case;

                                    (B) appoints a Custodian of the Company or
                           any Significant Subsidiary or for all or
                           substantially all of the property of the Company or
                           any Significant Subsidiary; or

                                    (C) orders the liquidation of the Company or
                           any Significant Subsidiary,

                  and the order or decree remains unstayed and in effect for
                  90 consecutive days; or

                                       23

<PAGE>

                           (7) any other Event of Default provided with respect
                  to Securities of that Series, which is specified in a Board
                  Resolution, a supplemental indenture hereto or an Officers'
                  Certificate, in accordance with Section 2.2(18).

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         The Trustee may withhold notice of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders
of the Securities of any Series in accordance with Section 7.5. When a
Default is cured, it ceases to exist.

         6.2      ACCELERATION.

         If an Event of Default with respect to Securities of any Series at the
time outstanding (other than an Event of Default arising under Section 6.1(6) or
(7)) occurs and is continuing, the Trustee by written notice to the Company, or
the Holders of not less than 25% in aggregate principal amount of the Securities
of that Series then outstanding may by written notice to the Company and the
Trustee declare that the entire principal amount of all the Securities of that
Series then outstanding plus accrued and unpaid interest to the date of
acceleration are immediately due and payable, in which case such amounts shall
become immediately due and payable; PROVIDED, HOWEVER, that after such
acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Securities of that Series may rescind and annul such
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of accelerated principal, premium, if any, or interest that
has become due solely because of the acceleration, have been cured or waived,
(ii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid and (iii) if the
rescission would not conflict with any judgment or decree. No such rescission
shall affect any subsequent Default or impair any right consequent thereto. In
case an Event of Default specified in Section 6.1(6) or (7) with respect to the
Company occurs, such principal, premium, if any, and interest amount with
respect to all of the Securities of that Series shall be due and payable
immediately without any declaration or other act on the part of the Trustee or
the Holders of the Securities of that Series.

         6.3      REMEDIES.

         If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or premium, if any, and interest on the Securities of that Series or to enforce
the performance of any provision of the Securities of that Series or this
Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities of that Series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the

                                       24

<PAGE>

Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

6.4      WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a
majority in principal amount of the Securities of any Series then outstanding
have the right to waive any existing Default or Event of Default with respect
to such Series or compliance with any provision of this Indenture (with
respect to such Series) or the Securities of such Series. Upon any such
waiver, such Default with respect to such Series shall cease to exist, and
any Event of Default with respect to such Series arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto. This Section 6.4 shall be in lieu of TIA
Section 316(a)(1)(B), and TIA Section 316(a)(1)(B) is hereby expressly
excluded from this Indenture and Section as permitted by the TIA.

6.5      CONTROL BY MAJORITY.

         Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a
majority in principal amount of the Securities of any Series then outstanding
may 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 by this Indenture with respect to such Series. The Trustee,
however, may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines may be unduly prejudicial to the
rights of another Securityholder or that may involve the Trustee in personal
liability; PROVIDED that the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction. This Section
6.5 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section
316(a)(1)(A) is hereby expressly excluded from this Indenture and Section as
permitted by the TIA.

6.6      LIMITATION ON SUITS.

         Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless:

                           (1) the Holder gives to the Trustee written notice of
                  a continuing Event of Default with respect to the Securities
                  of that Series;

                           (2) the Holders of at least 25% in aggregate
                  principal amount of the Securities of such Series then
                  outstanding make a written request to the Trustee to pursue
                  the remedy;

                           (3) such Holder or Holders offer to the Trustee
                  indemnity reasonably satisfactory to the Trustee against any
                  loss, liability or expense to be incurred in compliance with
                  such request;

                           (4) the Trustee does not comply with the request
                  within 60 days after receipt of the request and the offer of
                  indemnity; and

                           (5) no direction inconsistent with such written
                  request has been given to the Trustee during such 60-day
                  period by the Holders of a majority in aggregate principal
                  amount of the Securities of such Series then outstanding.

                                       25

<PAGE>

         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

         6.7      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security of a Series to receive payment of principal of, and
premium, if any, and interest of the Security of such Series on or after the
respective due dates expressed in the Security of such Series, or to bring
suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of the Holder.

         6.8      COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof with respect to Securities of any
Series at the time outstanding occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against
the Company (or any other obligor on the Securities of that Series) for the
whole amount of unpaid principal and premium, if any, and accrued interest
remaining unpaid, together with interest on overdue principal and premium, if
any, and, to the extent that payment of such interest is lawful, interest on
overdue installments of interest, in each case at the rate then borne by the
Securities of that Series, and such further amounts as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, as set forth in Section 7.7.

         6.9      TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or
documents, and take other actions (including sitting on a committee of
creditors) as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor upon the Securities), any of their respective creditors or any
of their respective property and shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on any such claims
and to distribute the same after deduction of its charges and expenses to the
extent that any such charges and expenses are not paid out of the estate in any
such proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Securityholder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Securityholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.7
hereof.

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

                                       26

<PAGE>

         6.10     PRIORITIES.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

         FIRST:  to the Trustee for amounts due under Section 7.7 hereof;

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

         THIRD:  to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Securityholder a notice that states
the record date, the payment date and amount to be paid.

         6.11     UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Securities of a Series then outstanding.

                                    ARTICLE 7

                                     TRUSTEE

         7.1      DUTIES OF TRUSTEE.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in its exercise as a prudent
Person would exercise or use under the same circumstances in the conduct of his
own affairs.

                  (b) Except during the continuance of an Event of Default:

                           (1) The Trustee need perform only those duties that
                  are specifically set forth in this Indenture and no covenants
                  or obligations shall be implied in this Indenture against the
                  Trustee.

                                       27

<PAGE>

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

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                           (1) This paragraph does not limit the effect of
                  paragraph (b) of this Section 7.1.

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

                           (3) The Trustee shall not be liable with respect to
                  any action it takes or omits to take in good faith in
                  accordance with a direction received by it pursuant to
                  Sections 6.2 and 6.5 hereof.

                  (d) 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 rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risk or liability is not reasonably assured to
it.

                  (e) Whether or not therein expressly so provided, paragraphs
(a), (b), (c) and (d) of this Section 7.1 shall govern every provision of this
Indenture that in any way relates to the Trustee.

                  (f) The Trustee and Paying Agent shall not be liable for
interest on any money received by it except as the Trustee and Paying Agent may
agree in writing with the Company. Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by the law.

                  (g) The Paying Agent, the Registrar and any authenticating
agent shall be entitled to the protections, immunities and standard of care set
forth in paragraphs (a), (b), (c), (d) and (f) of this Section 7.1 and in
Section 7.2 with respect to the Trustee.

         7.2      RIGHTS OF TRUSTEE.

                  (a)      Subject to Section 7.1 hereof:

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

                                       28

<PAGE>

                           (2) Before the Trustee acts or refrains from acting,
                  it may require an Officers' Certificate or an Opinion of
                  Counsel, or both, which shall conform to the provisions of
                  Section 10.5 hereof. The Trustee shall be protected and shall
                  not be liable for any action it takes or omits to take in good
                  faith in reliance on such certificate or opinion.

                           (3) The Trustee may act through agents and attorneys
                  and shall not be responsible for the misconduct or negligence
                  of any agent appointed by it with due care.

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

                           (5) The Trustee may consult with counsel
                  reasonably acceptable to the Trustee, which may be counsel
                  to the Company, and the advice or opinion of such counsel
                  as to matters of law shall be full and complete authorization
                  and protection from liability in respect of any action
                  taken, omitted or suffered by it hereunder in good faith
                  and in accordance with the advice or opinion of such counsel.

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

                           (7) The Trustee shall not be deemed to have knowledge
                  of any fact or matter (including, without limitation, a
                  Default or Event of Default) unless such fact or matter is
                  known to a Responsible Officer of the Trustee.

                           (8) Unless otherwise expressly provided herein or in
                  the Securities of a Series or the related Board Resolution,
                  supplemental indenture or Officers' Certificate, the Trustee
                  shall not have any responsibility with respect to reports,
                  notices, certificates or other documents filed with it
                  hereunder, except to make them available for inspection, at
                  reasonable times, by Securityholders, it being understood that
                  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 (except as set
                  forth in Section 4.4).

         7.3      INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may make loans to, accept deposits from,
perform services for or otherwise deal with the Company, or any Affiliate
thereof, with the same rights it would have if it were not

                                       29

<PAGE>

Trustee. Any Agent may do the same with like rights. The Trustee, however, shall
be subject to Sections 7.10 and 7.11 hereof.

         7.4      TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities (except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture and authenticate the
Securities and perform its obligations hereunder), it shall not be accountable
for the Company's use of the proceeds from the sale of Securities or any money
paid to the Company pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Securities other than its certificates of
authentication.

         7.5      NOTICE OF DEFAULT.

         If a Default or an Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to the Trustee, the
Trustee shall mail to each Securityholder of the Securities of that Series
notice of the Default or the Event of Default, as the case may be, within 90
days after it occurs or, if later, after a Responsible Officer of the Trustee
has knowledge of such Default or Event of Default (except if such Default or
Event of Default has been validly cured or waived before the giving of such
notice). Except in the case of a Default or an Event of Default in payment of
the principal of, or premium, if any, or interest on any Security of any Series,
the Trustee may withhold the notice if and so long as the Board of Directors of
the Trustee, the executive committee or any trust committee of such board and/or
its Responsible Officers in good faith determine(s) that withholding the notice
is in the interests of the Securityholders of that Series.

         7.6      REPORTS BY TRUSTEE TO HOLDERS.

         If and to the extent required by the TIA, within 60 days after April
1 of each year, commencing the April 1 following the date of this Indenture,
the Trustee shall mail to each Securityholder a brief report dated as of such
April 1 that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Sections 313(b) and 313(c).

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and any stock exchange on which the Securities of
that Series are listed. The Company shall promptly notify the Trustee when
the Securities of any Series are listed on any stock exchange or any
delisting thereof, and the Trustee shall comply with TIA Section 313(d).

         7.7      COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be
limited by any provision of law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee within 45 days after receipt
of request for all reasonable out-of-pocket disbursements and expenses
incurred or made by it in connection with its duties under this Indenture,
including the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

                                       30

<PAGE>

         The Company shall indemnify the Trustee for, and hold it harmless
against, any and all loss or liability incurred by it in connection with the
acceptance or performance of its duties under this Indenture including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity.

         However, the failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations. Notwithstanding the foregoing, the
Company need not reimburse the Trustee for any expense or indemnify it against
any loss or liability incurred by the Trustee through its negligence or bad
faith. To secure the payment obligations of the Company in this Section 7.7, the
Trustee shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee except such money or property held in
trust to pay principal of and interest and premium (if any) on particular
Securities of that Series.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(6) or (7) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         For purposes of this Section 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9.

         7.8      REPLACEMENT OF TRUSTEE.

         The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing at least 90 days in advance of
such resignation.

         The Holders of a majority in principal amount of the outstanding
Securities of any Series may remove the Trustee with respect to that Series by
notifying the removed Trustee in writing and may appoint a successor Trustee
with respect to that Series with the consent of the Company, which consent shall
not be unreasonably withheld. The Company may remove the Trustee with respect to
that Series at its election if:

                           (1) the Trustee fails to comply with, or ceases to be
                  eligible under, Section 7.10 hereof;

                           (2) the Trustee is adjudged a bankrupt or an
                  insolvent or an order for relief is entered with respect to
                  the Trustee under any Bankruptcy Law;

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

                           (4) the Trustee otherwise becomes incapable of
                  acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee with respect to any Series of Securities for any reason, the
Company shall promptly appoint, by Board Resolution, a successor Trustee.

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<PAGE>

         If a successor Trustee with respect to the Securities of one or more
Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the outstanding Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee with respect to the Securities of one or more Series
fails to comply with Section 7.10 hereof, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, (i) the retiring Trustee with respect to one or more Series
shall, subject to its rights under Section 7.7 hereof, transfer all property
held by it as Trustee with respect to such Series to the successor Trustee, (ii)
the resignation or removal of the retiring Trustee shall become effective, and
(iii) the successor Trustee with respect to such Series shall have all the
rights, powers and duties of the Trustee under this Indenture. A successor
Trustee with respect to the Securities of one or more Series shall mail notice
of its succession to each Securityholder of such Series.

         7.9      SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

         If the Trustee, or any Agent, consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust assets to,
another corporation, subject to Section 7.10 hereof, the successor
corporation without any further act shall be the successor Trustee or Agent,
as the case may be.

         7.10     ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The
Trustee (or in the case of a Trustee that is a Person included in a bank
holding company system, the related bank holding company) shall have a
combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply
with TIA Section 310(b), including the provision in Section 310(b)(1). In
addition, if the Trustee is a Person included in a bank holding company
system, the Trustee, independently of such bank holding company, shall meet
the capital requirements of TIA Section 310(a)(2). If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
7.10, it shall resign immediately in the manner and with the effect specified
in this Article 7.

         7.11     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

         7.12     PAYING AGENTS.

         The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

                                       32

<PAGE>

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

                           (2) that it will at any time during the continuance
                  of any Event of Default, upon written request from the
                  Trustee, deliver to the Trustee all sums so held in trust by
                  it together with a full accounting thereof; and

                           (3) that it will give the Trustee written notice
                  within three (3) Business Days of any failure of the Company
                  (or by any obligor on the Securities) in the payment of any
                  installment of the principal of, premium, if any, or interest
                  on, the Securities when the same shall be due and payable.

                                   ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         8.1      WITHOUT CONSENT OF HOLDERS.

         The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without notice to or consent of any Securityholder:

                           (1) to comply with Section 5.1 hereof;

                           (2) to provide for uncertificated Securities in
                  addition to certificated Securities;

                           (3) to comply with any requirements of the SEC under
                  the TIA;

                           (4) to cure any ambiguity, defect or inconsistency,
                  or to make any other change herein or in the Securities
                  that does not materially and adversely affect the rights of
                  any Securityholder;

                           (5) to provide for the issuance of and establish the
                  form and terms and conditions of Securities of any Series as
                  permitted by this Indenture; 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.

         The Trustee is hereby authorized to join with the Company in the
execution of any supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee

                                       33

<PAGE>

shall not be obligated to enter into any such supplemental indenture which
adversely affects its own rights, duties or immunities under this Indenture.

         8.2      WITH CONSENT OF HOLDERS.

                  (a) The Company, when authorized by a Board Resolution, and
the Trustee may amend or supplement this Indenture or the Securities of one or
more Series with the written consent of the Holders of not less than a majority
in aggregate principal amount of the outstanding Securities of such Series
affected by such amendment or supplement without notice to any Securityholder.
The Holders of not less than a majority in aggregate principal amount of the
outstanding Securities of each such Series affected by such amendment or
supplement may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Securities of such Series without notice to
any Securityholder. Subject to Section 8.4, without the consent of each
Securityholder affected, however, an amendment, supplement or waiver, including
a waiver pursuant to Section 6.4, may not:

                           (1) reduce the amount of Securities whose Holders
                  must consent to an amendment, supplement or waiver to this
                  Indenture or the Securities;

                           (2) reduce the rate of or change the time for payment
                  of interest on any Security;

                           (3) reduce the principal or change the Stated
                  Maturity of any Security or reduce the amount of, or postpone
                  the date fixed for, the payment of any sinking fund or
                  analogous obligation;

                           (4) make any Security payable in money other than
                  that stated in the Security;

                           (5) change the amount or time of any payment required
                  by the Securities or reduce the premium payable upon any
                  redemption of the Securities, or change the time before which
                  no such redemption may be made;

                           (6) waive a Default or Event of Default in the
                  payment of the principal of or interest or premium, if any, on
                  any Security (except a rescission of acceleration of the
                  Securities of any Series by the Holders of at least a majority
                  in principal amount of the outstanding Securities of such
                  Series and a waiver of the payment default that resulted from
                  such acceleration);

                           (7) waive a redemption payment with respect to any
                  Security or change any of the provisions with respect to the
                  redemption of any Securities;

                           (8) make any changes in Sections 6.4 or 6.7 hereof or
                  this Section 8.2; except to increase any percentage of
                  Securities the Holders of which must consent to any matter; or

                           (9) take any other action otherwise prohibited by
                  this Indenture to be taken without the consent of each Holder
                  affected thereby.

                                       34

<PAGE>

                  (b) Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Securityholders as aforesaid and upon receipt by
the Trustee of the documents described in Section 8.6 hereof, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

                  (c) It shall not be necessary for the consent of the Holders
under this section to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment or supplement under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly
describing the amendment or supplement. Any failure of the Company to mail
any such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any supplemental indenture.

         8.3      COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

         8.4      REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Security or portion thereof, and of any Security issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the
consent is not made on any such Security. Any such Holder or subsequent Holder,
however, may revoke the consent as to his Security or portion of a Security, if
the Trustee receives the notice of revocation before the date the amendment,
supplement, waiver or other action becomes effective.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date.

         After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Securityholder, unless it makes a change
described in any of clauses (1) through (9) of Section 8.2 hereof. In that case
the amendment, supplement, waiver or other action shall bind each Holder of a
Security who has consented to it and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security; PROVIDED that any such waiver shall not impair or affect the right of
any Holder to receive payment of principal of and interest and premium (if any)
on a Security, on or after the respective due dates expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder.

                                       35

<PAGE>

         8.5      NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement, or waiver changes the terms of a
Security of any Series, the Trustee may request the Holder of such Security
to deliver it to the Trustee. In such case, the Trustee shall place an
appropriate notation on such Security about the changed terms and return it
to the Holder. Alternatively, the Company in exchange for such Security may
issue and the Trustee shall authenticate a new security that reflects the
changed terms. Failure to make the appropriate notation or issue a new
Security shall not affect the validity and effect of such amendment,
supplement or waiver.

         8.6      TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of Directors
of the Company approves it.

                                   ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

         9.1      DISCHARGE OF INDENTURE.

         The Company may terminate its obligations under the Securities of any
Series and this Indenture with respect to such Series, except the obligations
referred to in the last paragraph of this Section 9.1, if there shall have been
canceled by the Trustee or delivered to the Trustee for cancellation all
Securities of such Series theretofore authenticated and delivered (other than
any Securities of such Series that are asserted to have been destroyed, lost or
stolen and that shall have been replaced as provided in Section 2.8 hereof) and
the Company has paid all sums payable by it hereunder or deposited all required
sums with the Trustee.

         After such delivery the Trustee upon request shall acknowledge in a
writing prepared by or on behalf of the Company the discharge of the Company's
obligations under the Securities of such Series and this Indenture except for
those surviving obligations specified below.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 7.7, 9.5 and 9.6 hereof shall survive.


                                       36

<PAGE>

         9.2      LEGAL DEFEASANCE.

         The Company may at its option, by Board Resolution, be discharged from
its obligations with respect to the Securities of any Series on the date the
conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Securities of such Series and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.6 hereof, execute proper instruments acknowledging the same, as are
delivered to it by the Company), except for the following which shall survive
until otherwise terminated or discharged hereunder: (A) the rights of Holders of
outstanding Securities of such Series to receive solely from the trust funds
described in Section 9.4 hereof and as more fully set forth in such section,
payments in respect of the principal of, premium, if any, and interest on the
Securities of such Series when such payments are due, (B) the Company's
obligations with respect to the Securities of such Series under Sections 2.4,
2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the rights, powers, trusts, duties, and
immunities of the Trustee hereunder (including claims of, or payments to, the
Trustee under or pursuant to Section 7.7 hereof) and (D) this Article 9. Subject
to compliance with this Article 9, the Company may exercise its option under
this Section 9.2 with respect to the Securities of any Series notwithstanding
the prior exercise of its option under Section 9.3 below with respect to the
Securities of such Series.

         9.3      COVENANT DEFEASANCE.

         At the option of the Company, pursuant to a Board Resolution, the
Company shall be released from its obligations with respect to the outstanding
Securities of any Series under Sections 4.2 through 4.5 hereof, inclusive, and
Section 5.1 hereof, with respect to the outstanding Securities of such Series,
on and after the date the conditions set forth in Section 9.4 hereof are
satisfied (hereinafter, "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
specified section or portion thereof, whether directly or indirectly by reason
of any reference elsewhere herein to any such specified Section or portion
thereof or by reason of any reference in any such specified section or portion
thereof to any other provision herein or in any other document, but the
remainder of this Indenture and the Securities of any Series shall be unaffected
thereby.

         9.4      CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series:

                           (1) the Company shall irrevocably have deposited or
                  caused to be deposited with the Trustee (or another trustee
                  satisfying the requirements of Section 7.10 hereof who shall
                  agree to comply with the provisions of this Article 9
                  applicable to it) as 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 the
                  Securities, (A) money in an amount, or (B) U.S. Government
                  Obligations or Foreign Government Obligations which through
                  the scheduled payment of principal and interest in respect
                  thereof in accordance with their terms

                                       37

<PAGE>

                  will provide, not later than the due date of any payment,
                  money in an amount, or (C) a combination thereof, sufficient,
                  in the opinion of a nationally recognized firm of independent
                  public accountants expressed in a written certification
                  thereof delivered to the Trustee, to pay and discharge, and
                  which shall be applied by the Trustee (or other qualifying
                  trustee) to pay and discharge, the principal of, premium, if
                  any, and accrued interest on the outstanding Securities of
                  such Series at the Stated Maturity of such principal, premium,
                  if any, or interest, or on dates for payment and redemption of
                  such principal, premium, if any, and interest selected in
                  accordance with the terms of this Indenture and of the
                  Securities of such Series;

                           (2) no Event of Default or Default with respect to
                  the Securities of such Series shall have occurred and be
                  continuing on the date of such deposit, or shall have occurred
                  and be continuing at any time during the period ending on the
                  91st day after the date of such deposit or, if longer, ending
                  on the day following the expiration of the longest preference
                  period under any Bankruptcy Law applicable to the Company in
                  respect of such deposit as specified in the Opinion of Counsel
                  identified in paragraph (8) below (it being understood that
                  this condition shall not be deemed satisfied until the
                  expiration of such period);

                           (3) such Legal Defeasance or Covenant Defeasance
                  shall not cause the Trustee to have a conflicting interest for
                  purposes of the TIA with respect to any securities of the
                  Company;

                           (4) such Legal Defeasance or Covenant Defeasance
                  shall not result in a breach or violation of, or constitute
                  default under any other agreement or instrument to which the
                  Company is a party or by which it is bound;

                           (5) the Company shall have delivered to the Trustee
                  an Opinion of Counsel stating that, as a result of such Legal
                  Defeasance or Covenant Defeasance, neither the trust nor the
                  Trustee will be required to register as an investment company
                  under the Investment Company Act of 1940, as amended;

                           (6) in the case of an election under Section 9.2
                  above, the Company shall have delivered to the Trustee an
                  Opinion of Counsel stating that (i) the Company has received
                  from, or there has been published by, the Internal Revenue
                  Service a ruling to the effect that or (ii) there has been a
                  change in any applicable Federal income tax law with the
                  effect that, and such opinion shall confirm that, the Holders
                  of the outstanding Securities of such Series or Persons in
                  their positions will not recognize income, gain or loss for
                  Federal income tax purposes solely as a result of such Legal
                  Defeasance and will be subject to Federal income tax on the
                  same amounts, in the same manner, including as a result of
                  prepayment, and at the same times as would have been the case
                  if such Legal Defeasance had not occurred;

                           (7) in the case of an election under Section 9.3
                  hereof, the Company shall have delivered to the Trustee an
                  Opinion of Counsel to the effect that the

                                       38

<PAGE>

                  Holders of the outstanding Securities of such Series will not
                  recognize income, gain or loss for Federal income tax purposes
                  as a result of such Covenant Defeasance and will be subject to
                  Federal income tax on the same amounts, in the same manner and
                  at the same times as would have been the case if such Covenant
                  Defeasance had not occurred;

                           (8) the Company shall have delivered to the Trustee
                  an Officers' Certificate and an Opinion of Counsel, each
                  stating that all conditions precedent provided for in this
                  Article 9 relating to either the Legal Defeasance under
                  Section 9.2 above or the Covenant Defeasance under Section 9.3
                  hereof (as the case may be) have been complied with;

                           (9) the Company shall have delivered to the Trustee
                  an Officers' Certificate stating that the deposit under clause
                  (1) was not made by the Company with the intent of defeating,
                  hindering, delaying or defrauding any creditors of the Company
                  or others; and

                           (10) the Company shall have paid or duly provided for
                  payment under terms mutually satisfactory to the Company and
                  the Trustee all amounts then due to the Trustee pursuant to
                  Section 7.7 hereof.

         9.5      DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO
                  BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

         All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 9.4 hereof in respect of the outstanding Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee may determine, to the Holders of such Securities, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, and 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 the outstanding Securities.

         Anything in this Article 9 to the contrary notwithstanding, but subject
to payment of any of its outstanding fees and expenses, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money,
U.S. Government Obligations or Foreign Government Obligations held by it as
provided in Section 9.4 hereof 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 an equivalent Legal Defeasance
or Covenant Defeasance.


                                       39

<PAGE>

         9.6      REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money,
U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; PROVIDED, HOWEVER,
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying
Agent.

         9.7      MONEYS HELD BY PAYING AGENT.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

         9.8      MONEYS HELD BY TRUSTEE.

         Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or premium, if any,
or interest on any Security that are not applied but remain unclaimed by the
Holder of such Security for two years after the date upon which the principal
of, or premium, if any, or interest on such Security shall have respectively
become due and payable shall be repaid to the Company upon Company Request, or
if such moneys are then held by the Company in trust, such moneys shall be
released from such trust; and the Holder of such Security entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; PROVIDED,
HOWEVER, that the Trustee or any such Paying Agent, before being required to
make any such repayment, may, at the expense of the Company, either mail to each
Securityholder affected, at the address shown in the register of the Securities
maintained by the Registrar or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a 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
mailing or publication, any unclaimed balance of such moneys then remaining will
be repaid to the Company. After payment to the Company or the release of any
money held in trust by the Company, Securityholders entitled to the money must
look only to the Company for payment as general creditors unless applicable
abandoned property law designates another Person.

                                       40

<PAGE>

                                   ARTICLE 10

                                  MISCELLANEOUS

         10.1     TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

         10.2     NOTICES.

         Any notice or communication shall be given in writing and delivered
in Person, sent by facsimile (and receipt confirmed by telephone or
electronic transmission report), delivered by commercial courier service or
mailed by first-class mail, postage prepaid, addressed as follows:

                  If to the Company:

                  Genzyme Corporation
                  One Kendall Square
                  Cambridge, MA 02139
                  Fax: (617) 252-7852
                  Attention:  Chief Financial Officer

                  Copy to:

                  Palmer & Dodge LLP
                  One Beacon Street
                  Boston, Massachusetts  02108
                  Fax: (617) 227-4420
                  Attention:  Paul Kinsella, Esq.

                  If to the Trustee:

         The Company or the Trustee by written notice to the other may
designate additional or different addresses for subsequent notices or
communications. Any notice or communication to the Company or the Trustee
shall be deemed to have been given or made as of the date so delivered if
personally delivered; when receipt is confirmed by telephone or electronic
transmission report, if sent by facsimile; and three (3) Business Days after
mailing if sent by registered or certified mail, postage prepaid (except that
a notice of change of address shall not be deemed to have been given until
actually received by the addressee).

         Any notice or communication mailed to a Securityholder shall be mailed
to such Securityholder by first-class mail, postage prepaid, at such
Securityholder's address shown on the register kept by the Registrar.

                                       41

<PAGE>

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication to a Securityholder is mailed in
the manner provided above, it shall be deemed duly given, three Business Days
after such mailing, whether or not the addressee receives it.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

         In the case of Global Securities, notices or communications to be given
to Securityholders shall be given to the Depository, in accordance with its
applicable policies as in effect from time to time.

         In addition to the manner provided for in the foregoing provisions,
notices or communications to Securityholders shall be given by the Company by
release made to Reuters Economic Services and Bloomberg Business News.

         10.3     COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

         Securityholders of any Series may communicate pursuant to TIA
Section 312(b) with other Securityholders of that Series or any other Series
with respect to their rights under this Indenture or the Securities of that
Series or any other Series. The Company, the Trustee, the Registrar and any
other Person shall have the protection of TIA Section 312(c).

         10.4     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                           (1) an Officers' Certificate (which shall include the
                  statements set forth in Section 10.5 below) stating that, in
                  the opinion of the signers, all conditions precedent, if any,
                  provided for in this Indenture relating to the proposed action
                  have been complied with; and

                           (2) an Opinion of Counsel (which shall include the
                  statements set forth in Section 10.5 below) stating that, in
                  the opinion of such counsel, all such conditions precedent
                  have been complied with.

         10.5     STATEMENT REQUIRED IN CERTIFICATE AND OPINION.

         Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 4.4 hereof) shall include:

                           (1) a statement that the Person making such
                  certificate or opinion has read such covenant or condition;

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<PAGE>

                           (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,
                  it or he has made such examination or investigation as is
                  necessary to enable it or him to express an informed opinion
                  as to whether or not such covenant or condition has been
                  complied with; and

                           (4) a statement as to whether or not, in the opinion
                  of such Person, such covenant or condition has been complied
                  with.

         10.6     RULES BY TRUSTEE AND AGENTS.

         The Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

         10.7     BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.

         A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not authorized or required by law or executive
order to be open in the Commonwealth of Massachusetts.

         If a payment date is a Legal Holiday at a Place of Payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. "Place of Payment"
means the place or places where the principal of and any premium and interest on
the Securities of a Series are payable as specified as contemplated by Section
2.2. If the regular record date is a Legal Holiday, the record date shall not
be affected.

         10.8     GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE COMMONWEALTH OF MASSACHUSETTS WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

         10.9     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

                                       43

<PAGE>

         10.10    NO RECOURSE AGAINST OTHERS.

         A director, officer, employee, stockholder or incorporator, as such, of
the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture. Each Securityholder by accepting a
Security waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of the Securities.

         10.11    SUCCESSORS.

         All covenants and agreements of the Company in this Indenture and the
Securities shall bind its successors and assigns, whether so expressed or not.
All agreements of the Trustee, any additional trustee and any Paying Agents in
this Indenture shall bind their respective successors and assigns.

         10.12    MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

         10.13    TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         10.14    SEVERABILITY.

         Each provision of this Indenture shall be considered separable and
if for any reason any provision which is not essential to the effectuation of
the basic purpose of this Indenture or the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby and
a Holder shall have no claim therefor against any party hereto.

         10.15    SECURITIES IN A FOREIGN CURRENCY OR IN EURO.

         Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section
2.2 of this Indenture with respect to a particular Series of Securities,
whenever for purposes of this Indenture any action may be taken by the
Holders of a specified percentage in aggregate principal amount of Securities
of all Series or all Series affected by a particular action at the time
outstanding and, at such time, there are outstanding Securities of any Series
which are denominated in a coin or currency other than Dollars (including
Euros), then the principal amount of Securities of such Series which shall be
deemed to be outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market
Exchange Rate at such time. For purposes of this Section 10.15, "Market
Exchange Rate" shall mean the noon Dollar buying rate in New York City for
cable transfers of that currency as published by the Federal Reserve Bank of
New York; PROVIDED, HOWEVER, in the case of Euros, Market Exchange Rate shall
mean the rate of exchange determined by the Commission of the European Union
(or any successor thereto) as published in the Official Journal of the
European Union (such publication or any successor

                                       44

<PAGE>

publication, the "Journal"). If such Market Exchange Rate is not available for
any reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York or, in the case of Euros, the rate of exchange as
published in the Journal, as of the most recent available date, or quotations
or, in the case of Euros, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the currency in question or, in
the case of Euros, in Luxembourg or such other quotations or, in the case of
Euros, rates of exchange as the Trustee, upon consultation with the Company,
shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a Series
denominated in currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

                  All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Company and all Holders.

         10.16    JUDGMENT CURRENCY.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or premium (if any) or other amount 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 Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, 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 Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(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 on which banking
institutions are authorized or required by law, regulation or executive order to
close.

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

                                       45

<PAGE>

                                   GENZYME CORPORATION

                                   By:
                                      ------------------------------------------
                                        Name:
                                        Its:

                                   [Name of Trustee]

                                   By:
                                      ------------------------------------------
                                        Name:
                                        Its:

                                       46

<PAGE>

COMMONWEALTH OF MASSACHUSETTS )
                              )  SS
COUNTY OF _________________   )

         On this, the ____ day of __________, ____, before me, a Notary
Public in and for said County and State, the undersigned officer, personally
appeared _______________________________, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument
and acknowledged that he or she executed the same for the purposes therein
contained.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.




                            __________________________________
                            Notary Public
[SEAL]
                            My Commission Expires:


                            __________________________________




COMMONWEALTH OF MASSACHUSETTS )
                              )  SS
COUNTY OF _________________   )

         On this, the ____ day of __________, ____, before me, a Notary
Public in and for said County and State, the undersigned officer, personally
appeared _______________________________, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument
and acknowledged that he or she executed the same for the purposes therein
contained.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.




                            __________________________________
                            Notary Public
[SEAL]
                            My Commission Expires:


                            __________________________________


                                      47