EXHIBIT 4.1


                                SENIOR INDENTURE

                        W. R. BERKLEY CORPORATION, Issuer

                                       To

                          THE BANK OF NEW YORK, Trustee

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

                                    INDENTURE

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

                          Dated as of February 14, 2003

                             Senior Debt Securities



<PAGE>


                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                  and Indenture



Trust Indenture
  Act Section                                                  Indenture Section
  -----------                                                  -----------------
ss.ss.310(a)(1) .............................................................6.8
   (a)(2) ...................................................................6.8
   (b) ......................................................................6.9
ss.ss.312(a) ................................................................7.1
   (b) ......................................................................7.2
   (c) ..................................................................... 7.2
ss.ss.313(a) ................................................................7.3
   (b)(2) .................................................................. 7.3
   (c) ..................................................................... 7.3
   (d) ..................................................................... 7.3
ss.ss.314(a) ................................................................7.4
   (c)(1) ..................................................................10.2
   (c)(2) ..................................................................10.2
   (e) .....................................................................10.2
   (f) .....................................................................10.2
ss.ss.316(a) (last sentence) ...............................................10.1
   (a)(1)(A) ..........................................................5.2, 5.12
   (a)(1)(B) ...............................................................5.13
   (b) ......................................................................5.8
ss.ss.317(a)(1) .............................................................5.3
   (a)(2) ...................................................................5.4
   (b) .....................................................................10.3
ss.ss.318(a) ...............................................................10.6

----------

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
      part of the Indenture.

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                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

Article 1   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............1

   Section 1.1.   Definitions..................................................1

   Section 1.2.   Compliance Certificates and Opinions........................10

   Section 1.3.   Form of Documents Delivered to Trustee......................11

   Section 1.4.   Acts of Holders.............................................11

   Section 1.5.   Notices, etc. to Trustee and Company........................13

   Section 1.6.   Notice to Holders of Securities; Waiver.....................14

   Section 1.7.   Language of Notices.........................................15

   Section 1.8.   Conflict with Trust Indenture Act...........................15

   Section 1.9.   Effect of Headings and Table of Contents....................15

   Section 1.10.  Successors and Assigns......................................15

   Section 1.11.  Separability Clause.........................................15

   Section 1.12.  Benefits of Indenture.......................................15

   Section 1.13.  Governing Law...............................................15

   Section 1.14.  Legal Holidays..............................................15

   Section 1.15.  Counterparts................................................16

   Section 1.16.  Judgment Currency...........................................16

   Section 1.17.  No Security Interest Created................................16

   Section 1.18.  Limitation on Individual Liability..........................17

   Section 1.19.  Submission to Jurisdiction..................................17

Article 2   SECURITIES FORMS..................................................17

   Section 2.1.   Forms Generally.............................................17

   Section 2.2.   Form of Trustee's Certificate of Authentication.............18

   Section 2.3.   Securities in Global Form...................................18

Article 3   THE SECURITIES....................................................19

   Section 3.1.   Amount Unlimited; Issuable in Series........................19

   Section 3.2.   Currency; Denominations.....................................23

   Section 3.3.   Execution, Authentication, Delivery and Dating..............23

   Section 3.4.   Temporary Securities........................................25


                                       i

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                                TABLE OF CONTENTS
                                -----------------

                                   (continued)

                                                                            Page
                                                                            ----

   Section 3.5.   Registration, Transfer and Exchange.........................26

   Section 3.6.   Mutilated, Destroyed, Lost and Stolen Securities............29

   Section 3.7.   Payment of Interest and Certain Additional Amounts;
                  Rights to Interest and Certain Additional
                  Amounts Preserved...........................................30

   Section 3.8.   Persons Deemed Owners.......................................32

   Section 3.9.   Cancellation................................................33

   Section 3.10.  Computation of Interest.....................................33

Article 4   SATISFACTION AND DISCHARGE OF INDENTURE...........................33

   Section 4.1.   Satisfaction and Discharge..................................33

   Section 4.2.   Defeasance and Covenant Defeasance..........................35

   Section 4.3.   Application of Trust Money..................................39

Article 5   REMEDIES..........................................................39

   Section 5.1.   Events of Default...........................................39

   Section 5.2.   Acceleration of Maturity; Rescission and Annulment..........41

   Section 5.3.   Collection of Indebtedness and Suits for
                  Enforcement by Trustee......................................42

   Section 5.4.   Trustee May File Proofs of Claim............................43

   Section 5.5.   Trustee May Enforce Claims without Possession
                  of Securities or Coupons....................................44

   Section 5.6.   Application of Money Collected..............................44

   Section 5.7.   Limitations on Suits........................................44

   Section 5.8.   Unconditional Right of Holders to Receive Principal
                  and any Premium, Interest and Additional Amounts............45

   Section 5.9.   Restoration of Rights and Remedies..........................45

   Section 5.10.  Rights and Remedies Cumulative..............................46

   Section 5.11.  Delay or Omission Not Waiver................................46

   Section 5.12.  Control by Holders of Securities............................46

   Section 5.13.  Waiver of Past Defaults.....................................46

   Section 5.14.  Waiver of Usury, Stay or Extension Laws.....................47


                                       ii

<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                   (continued)

                                                                            Page
                                                                            ----

   Section 5.15.  Undertaking for Costs.......................................47

Article 6   THE TRUSTEE.......................................................47

   Section 6.1.   Certain Duties and Responsibilities.........................47

   Section 6.2.   Certain Rights of Trustee...................................49

   Section 6.3.   Notice of Defaults..........................................50

   Section 6.4.   Not Responsible for Recitals or Issuance of Securities......50

   Section 6.5.   May Hold Securities.........................................51

   Section 6.6.   Money Held in Trust.........................................51

   Section 6.7.   Compensation and Reimbursement..............................51

   Section 6.8.   Corporate Trustee Required; Eligibility.....................52

   Section 6.9.   Resignation and Removal; Appointment of Successor...........52

   Section 6.10.  Acceptance of Appointment by Successor......................54

   Section 6.11.  Merger, Conversion, Consolidation or Succession
                  to Business.................................................55

   Section 6.12.  Appointment of Authenticating Agent.........................55

Article 7   HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY..................57

   Section 7.1.   Company to Furnish Trustee Names and Addresses of Holders...57

   Section 7.2.   Preservation of Information; Communications to Holders......58

   Section 7.3.   Reports by Trustee..........................................58

   Section 7.4.   Reports by Company..........................................58

Article 8   CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES....................59

   Section 8.1.   Company May Consolidate, Etc., Only on Certain Terms........59

   Section 8.2.   Successor Person Substituted for Company....................60

Article 9   SUPPLEMENTAL INDENTURES...........................................60

   Section 9.1.   Supplemental Indentures without Consent of Holders..........60

   Section 9.2.   Supplemental Indentures with Consent of Holders.............62

   Section 9.3.   Execution of Supplemental Indentures........................63

   Section 9.4.   Effect of Supplemental Indentures...........................63


                                      iii

<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                   (continued)

                                                                            Page
                                                                            ----

   Section 9.5.   Reference in Securities to Supplemental Indentures..........63

   Section 9.6.   Conformity with Trust Indenture Act.........................63

   Section 9.7.   Notice of Supplemental Indenture............................64

Article 10  COVENANTS.........................................................64

   Section 10.1.  Payment of Principal, any Premium, Interest and
                  Additional Amounts..........................................64

   Section 10.2.  Maintenance of Office or Agency.............................64

   Section 10.3.  Money for Securities Payments to Be Held in Trust...........65

   Section 10.4.  Additional Amounts..........................................67

   Section 10.5.  Corporate Existence.........................................69

   Section 10.6.  Waiver of Certain Covenants.................................69

   Section 10.7.  Company Statement as to Compliance; Notice of
                  Certain Defaults............................................69

Article 11  REDEMPTION OF SECURITIES..........................................70

   Section 11.1.  Applicability of Article....................................70

   Section 11.2.  Election to Redeem; Notice to Trustee.......................70

   Section 11.3.  Selection by Trustee of Securities to be Redeemed...........70

   Section 11.4.  Notice of Redemption........................................71

   Section 11.5.  Deposit of Redemption Price.................................72

   Section 11.6.  Securities Payable on Redemption Date.......................72

   Section 11.7.  Securities Redeemed in Part.................................73

Article 12  SINKING FUNDS.....................................................74

   Section 12.1.  Applicability of Article....................................74

   Section 12.2.  Satisfaction of Sinking Fund Payments with Securities.......74

   Section 12.3.  Redemption of Securities for Sinking Fund...................75

Article 13  REPAYMENT AT THE OPTION OF HOLDERS................................75

   Section 13.1.  Applicability of Article....................................75

Article 14  SECURITIES IN FOREIGN CURRENCIES..................................75

   Section 14.1.  Applicability of Article....................................75


                                       iv

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                                TABLE OF CONTENTS
                                -----------------

                                   (continued)

                                                                            Page
                                                                            ----

Article 15  MEETINGS OF HOLDERS OF SECURITIES.................................76

   Section 15.1.  Purposes for Which Meetings May Be Called...................76

   Section 15.2.  Call, Notice and Place of Meetings..........................76

   Section 15.3.  Persons Entitled to Vote at Meetings........................77

   Section 15.4.  Quorum; Action..............................................77

   Section 15.5.  Determination of Voting Rights; Conduct and
                  Adjournment of Meetings.....................................77

   Section 15.6.  Counting Votes and Recording Action of Meetings.............78


                                       v

<PAGE>


     INDENTURE, dated as of February 14, 2003 (the "Indenture"), between W. R.
BERKLEY CORPORATION, a company duly organized and existing under the laws of
Delaware (hereinafter called the "Company"), having its principal executive
office located at 475 Steamboat Road, Greenwich, Connecticut 06830, and THE BANK
OF NEW YORK, a national banking association duly organized and existing under
the laws of the United States of America (hereinafter called the "Trustee"),
having its Corporate Trust Office located at 101 Barclay Street, Floor 21 West,
New York, New York 10286.

                                    RECITALS

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

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

     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this Indenture
and, to the extent applicable, shall be governed by such provisions.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   Article 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.1. Definitions.
                  ------------

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

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

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



<PAGE>


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

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

          (5) the word "or" is always used inclusively (for example, the phrase
     "A or B" means "A or B or both," not "either A or B but not both").

     Certain terms used principally in certain Articles hereof are defined in
those Articles.

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

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

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

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.12 to act on behalf of the Trustee to authenticate Securities of
one or more series.

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

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


                                      -2-

<PAGE>


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

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

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

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

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

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

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

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

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

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

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the


                                      -3-

<PAGE>


settlement of transactions by a central bank or other public institutions of or
within the international banking community or (ii) any currency unit or
composite currency for the purposes for which it was established.

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

     "Corporation" includes corporations and limited liability companies and,
except for purposes of Article 8, associations, companies and business trusts.

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

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

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

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

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

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

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

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

     "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the other government or governments which
issued the Foreign Currency in which the principal of or any premium or interest
on such Security or any Additional Amounts in respect thereof shall be payable,
in each case where the payment or payments thereunder are


                                      -4-

<PAGE>


supported by the full faith and credit of such government or governments or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such other government or
governments, in each case where the timely payment or payments thereunder are
unconditionally guaranteed as a full faith and credit obligation by the United
States of America or such other government or governments, and which, in the
case of (i) or (ii), are not callable or redeemable at the option of the issuer
or issuers thereof, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such Government Obligation or
a specific payment of interest on or principal of or other amount with respect
to any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of or other amount with respect to the Government Obligation evidenced
by such depository receipt.

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

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

     "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).


                                      -5-

<PAGE>


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

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

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

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

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

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

     "Lien" means any mortgage, pledge, lien, security interest or other
encumbrance.

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

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

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

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

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee,


                                      -6-

<PAGE>


that, if required by the Trust Indenture Act, complies with the requirements of
Section 314(e) of the Trust Indenture Act.

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

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

          (a) any such Security theretofore cancelled by the Trustee or the
     Security Registrar or delivered to the Trustee or the Security Registrar
     for cancellation;

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

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

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in


                                      -7-

<PAGE>


or pursuant to this Indenture, and (iii) the principal amount of a Security
denominated in a Foreign Currency shall be the Dollar equivalent, determined on
the date of original issuance of such Security, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent on the
date of original issuance of such Security of the amount determined as provided
in (i) above) of such Security, and (iv) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor, shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making any such
determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which shall have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A)
the pledgee's right so to act with respect to such Securities and (B) that the
pledgee is not the Company or any other obligor upon the Securities or any
Coupons appertaining thereto or an Affiliate of the Company or such other
obligor.

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

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

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

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

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

     "Principal Subsidiary" means a Subsidiary of the Company that, as of the
end of the Company's most recent fiscal quarter ending at least 45 days prior to
the date of determination, is a "significant subsidiary" of the Company within
the meaning of Rule 405 under the Securities Act of 1933, as amended, or any
successor provision.

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


                                      -8-

<PAGE>


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

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

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

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

     "Responsible Officer" means any officer within the corporate trust
department of the Trustee, including vice president, any assistant vice
president, any assistant secretary, assistant treasurer, any trust officer 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 or her knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

     "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

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

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

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

     "Subsidiary" means, in respect of any Person, any Corporation, limited or
general partnership or other business entity of which at the time of
determination more than 50% of the voting power of the shares of its Capital
Stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of
such Person or (iii) one or more Subsidiaries of such Person.


                                      -9-

<PAGE>


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

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

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

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

     Section 1.2. Compliance Certificates and Opinions.
                  -------------------------------------

     Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, the certificate or opinion
may be combined with the certificate or opinion described above in this Section
1.2.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

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

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

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


                                      -10-

<PAGE>


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

     Section 1.3. Form of Documents Delivered to Trustee.
                  ---------------------------------------

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

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

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

     Section 1.4. Acts of Holders.
                  ----------------

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


                                      -11-

<PAGE>


     Trust Indenture Act) conclusive in favor of the Trustee, the Company and
     any agent of the Trustee or the Company, if made in the manner provided in
     this Section. The record of any meeting of Holders of Securities shall be
     proved in the manner provided in Section 15.6.

     Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depository that
is a Holder of a global Security, may make, give or take, by a proxy or proxies
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or pursuant to this Indenture
to be made, given or taken by Holders, and a Depository that is a Holder of a
global Security may provide its proxy or proxies to the beneficial owners of
interests in any such global Security through such Depository's standing
instructions and customary practices.

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

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

          (3) The ownership, principal amount and serial numbers of Registered
     Securities held by any Person, and the date of the commencement and the
     date of the termination of holding the same, shall be proved solely and
     conclusively by the Security Register. Where such execution by a signer
     acting in a capacity other than such signer's individual capacity, such
     certificate or affidavit shall also constitute sufficient proof of such
     signer's authority. The fact and date of the execution of any such
     instrument or writing, or the authority of the Person executing the same,
     may also be proved in any other manner which the Trustee deems sufficient.

          (4) The ownership, principal amount and serial numbers of Bearer
     Securities held by any Person, and the date of the commencement and the
     date of the termination of holding the same, may be proved by the
     production of such Bearer Securities or by a certificate executed, as
     depositary, by any trust company, bank, banker or other depositary
     reasonably acceptable to the Company, wherever situated, if such
     certificate shall be deemed by the Company and the Trustee to be
     satisfactory, showing that at the date therein mentioned such Person had on
     deposit with such depositary, or exhibited to it, the Bearer Securities
     therein described; or such facts may be proved by the certificate


                                      -12-

<PAGE>


     or affidavit of the Person holding such Bearer Securities, if such
     certificate or affidavit is deemed by the Trustee to be satisfactory. The
     Trustee and the Company may assume that such ownership of any Bearer
     Security continues until (i) another certificate or affidavit bearing a
     later date issued in respect of the same Bearer Security is produced, or
     (ii) such Bearer Security is produced to the Trustee by some other Person,
     or (iii) such Bearer Security is surrendered in exchange for a Registered
     Security, or (iv) such Bearer Security is no longer Outstanding. The
     ownership, principal amount and serial numbers of Bearer Securities held by
     the Person so executing such instrument or writing and the date of the
     commencement and the date of the termination of holding the same may also
     be proved in any other manner which the Company and the Trustee deem
     sufficient.

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

          (6) Any request, demand, authorization, direction, notice, consent,
     waiver or other Act by the Holder of any Security shall bind every future
     Holder of the same Security and the Holder of every Security issued upon
     the registration of transfer thereof or in exchange therefor or in lieu
     thereof in respect of anything done or suffered to be done by the Trustee,
     any Security Registrar, any Paying Agent or the Company in reliance
     thereon, whether or not notation of such Act is made upon such Security.

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

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

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

          (2) the Company by the Trustee or any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if in
     writing and mailed, first-class postage prepaid, to the Company addressed
     to the attention of its Treasurer,


                                      -13-

<PAGE>


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

     Section 1.6. Notice to Holders of Securities; Waiver.
                  ----------------------------------------

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

          (1) such notice shall be sufficiently given to Holders of Registered
     Securities if in writing and mailed, first-class postage prepaid, to each
     Holder of a Registered Security affected by such event, at his address as
     it appears in the Security Register, not later than the latest date, and
     not earlier than the earliest date, prescribed for the giving of such
     notice; and

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

     In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

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

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


                                      -14-

<PAGE>


     Section 1.7. Language of Notices.
                  --------------------

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

     Section 1.8. Conflict with Trust Indenture Act.
                  ----------------------------------

     If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

     Section 1.9. Effect of Headings and Table of Contents.
                  -----------------------------------------

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

     Section 1.10. Successors and Assigns.
                   -----------------------

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

     Section 1.11. Separability Clause.
                   --------------------

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

     Section 1.12. Benefits of Indenture.
                   ----------------------

     Nothing in this Indenture, any Security or any Coupon, express or implied,
shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent and their successors hereunder and
the Holders of Securities or Coupons, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     Section 1.13. Governing Law.
                   --------------

     This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed wholly
in said state.

     Section 1.14. Legal Holidays.
                   ---------------

     Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or exchangeable,
shall be a Legal Holiday at any Place of Payment, then (notwithstanding any
other


                                      -15-

<PAGE>


provision of this Indenture, any Security or any Coupon other than a provision
in any Security or Coupon that specifically states that such provision shall
apply in lieu hereof) payment need not be made at such Place of Payment on such
date, and such Securities need not be converted or exchanged on such date but
such payment may be made, and such Securities may be converted or exchanged, on
the next succeeding day that is a Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, and no
interest shall accrue on the amount payable on such date or at such time for the
period from and after such Interest Payment Date, Stated Maturity, Maturity or
last day for conversion or exchange, as the case may be, to such next succeeding
Business Day.

     Section 1.15. Counterparts.
                   -------------

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

     Section 1.16. Judgment Currency.
                  - -----------------

     The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the requisite amount of the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "New York Banking
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed.

     Section 1.17. No Security Interest Created.
                   -----------------------------

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


                                      -16-

<PAGE>


     Section 1.18. Limitation on Individual Liability.
                   -----------------------------------

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

     Section 1.19. Submission to Jurisdiction.
                   ---------------------------

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

                                    Article 2

                                SECURITIES FORMS

     Section 2.1. Forms Generally.
                  ----------------

     Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or


                                      -17-

<PAGE>


pursuant to this Indenture or any indenture supplemental hereto and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

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

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

     Section 2.2. Form of Trustee's Certificate of Authentication.
                  ------------------------------------------------

     Subject to Section 6.12, the Trustee's certificate of authentication shall
be in substantially the following form:

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

                                        THE BANK OF NEW YORK, as Trustee

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

     Section 2.3. Securities in Global Form.
                  --------------------------

     If Securities of a series shall be issuable in global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be increased or reduced to reflect
exchanges. Any endorsement of any Security in global form to reflect the amount,
or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby shall be made in such manner and
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto.
Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the
Trustee shall deliver and redeliver, in each case at the Company's expense, any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 3.3 or Section 3.4 has been, or simultaneously
is, delivered, any instructions by the Company with respect to a Security in


                                      -18-

<PAGE>


global form shall be in writing but need not be accompanied by or contained in
an Officer's Certificate and need not be accompanied by an Opinion of Counsel.

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

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

                                   Article 3

                                 THE SECURITIES

     Section 3.1. Amount Unlimited; Issuable in Series.
                  -------------------------------------

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

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

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

          (2) any limit upon the aggregate principal amount of the Securities of
     such title or the Securities of such series which may be authenticated and
     delivered under this Indenture (except for Securities authenticated and
     delivered upon registration of transfer of, or in exchange for, or in lieu
     of, other Securities of such series pursuant to Section 3.4, Section 3.5,
     Section 3.6, Section 9.5 or Section 11.7, upon repayment in part of any
     Registered Security of such series pursuant to Article 13, upon surrender
     in part of any Registered Security for conversion into Common Stock of the
     Company or exchange for other securities pursuant to its terms, or pursuant
     to or as contemplated by the terms of such Securities);

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


                                      -19-

<PAGE>


          (4) if any of such Securities are to be issuable in global form, when
     any of such Securities are to be issuable in global form and (i) whether
     such Securities are to be issued in temporary or permanent global form or
     both, (ii) whether beneficial owners of interests in any such global
     Security may exchange such interests for Securities of the same series and
     of like tenor and of any authorized form and denomination, and the
     circumstances under which any such exchanges may occur, if other than in
     the manner specified in Section 3.5, and (iii) the name of the Depository
     with respect to any such global Security;

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

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

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

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

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

          (10) the extent to which, or the manner in which, any interest payment
     or Additional Amounts on a global Security on an Interest Payment Date,
     will be paid and


                                      -20-

<PAGE>


     the manner in which any principal of or premium, if any, on any global
     Security will be paid;

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

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

          (13) the denominations in which any of such Securities that are
     Registered Securities shall be issuable if other than denominations of
     $1,000 and any integral multiple thereof, and the denominations in which
     any of such Securities that are Bearer Securities shall be issuable if
     other than the denomination of $5,000;

          (14) whether the Securities of the series will be convertible into
     shares of Common Stock of the Company and/or exchangeable for other
     securities, whether or not issued by the Company, and, if so, the terms and
     conditions upon which such Securities will be so convertible or
     exchangeable, and any deletions from or modifications or additions to this
     Indenture to permit or to facilitate the issuance of such convertible or
     exchangeable Securities or the administration thereof;

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

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

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


                                      -21-

<PAGE>


     facilitate the issuance of Securities denominated or payable, at the
     election of the Company or a Holder thereof or otherwise, in a Foreign
     Currency;

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

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

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

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

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

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

          (24) any additional covenants of the Company applicable in respect of
     or in connection with such Securities; and

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

     All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officer's Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of


                                      -22-

<PAGE>


Securities. The terms of the Securities of any series may provide, without
limitation, that the Securities shall be authenticated and delivered by the
Trustee on original issue from time to time upon written order of persons
designated in the Officer's Certificate or supplemental indenture and that such
persons are authorized to determine, consistent with such Officer's Certificate
or any applicable supplemental indenture, such terms and conditions of the
Securities of such series as are specified in such Officer's Certificate or
supplemental indenture. All Securities of any one series need not be issued at
the same time and, unless otherwise so provided, a series may be reopened for
issuances of additional Securities of such series or to establish additional
terms of such series of Securities.

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

     Section 3.2. Currency; Denominations.
                  ------------------------

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

     Section 3.3. Execution, Authentication, Delivery and Dating.
                  -----------------------------------------------

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

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officer's Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 3.1 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order


                                      -23-

<PAGE>


and subject to the provisions hereof and of such Securities shall authenticate
and deliver such Securities. In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such
Securities and any Coupons appertaining thereto, the Trustee shall be entitled
to receive, and (subject to Sections 315(a) through 315(d) of the Trust
Indenture Act) shall be fully protected in relying upon,

          (1) A copy of the resolution or resolutions of the Board of Directors
     in or pursuant to which the terms and form of the Securities were
     established, certified by the Secretary or an Assistant Secretary of the
     Company to have been duly adopted by the Board of Directors and to be in
     full force and effect as of the date of such certificate, and if the terms
     and form of such Securities are established by an Officer's Certificate
     pursuant to general authorization of the Board of Directors, such Officer's
     Certificate;

          (2) an executed supplemental indenture, if any;

          (3) an Officer's Certificate delivered in accordance with Section 1.2;
     and

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

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

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

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

               (d) this Indenture has been qualified under the Trust Indenture
          Act; and

          (5) an Officer's Certificate stating that all conditions precedent to
     the execution, authentication and delivery of such Securities and Coupons,
     if any, appertaining thereto, have been complied with and that, to the best
     knowledge of the Persons executing such


                                      -24-

<PAGE>


     certificate, no event which is, or after notice or lapse of time would
     become, an Event of Default with respect to any of the Securities shall
     have occurred and be continuing.

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

     The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

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

     No Security or Coupon appertaining thereto shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication substantially in the
form provided for in Section 2.2 or Section 6.12 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or Section 3.7, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and cancelled.

     Section 3.4. Temporary Securities.
                  ---------------------

     Pending the preparation of definitive Securities, the Company may execute
and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

     Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities are
issued, the Company shall


                                      -25-

<PAGE>


cause definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities of the same series and containing terms and
provisions that are identical to those of any temporary Securities, such
temporary Securities shall be exchangeable for such definitive Securities upon
surrender of such temporary Securities at an Office or Agency for such
Securities, without charge to any Holder thereof. Upon surrender for
cancellation of any one or more temporary Securities (accompanied by any
unmatured Coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture. Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary global Security, until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

     Section 3.5. Registration, Transfer and Exchange.
                  ------------------------------------

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

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

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


                                      -26-

<PAGE>


authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

     If provided in or pursuant to this Indenture, with respect to Securities of
any series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 10.2, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the next succeeding Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such
Office or Agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but shall be
payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.

     If provided in or pursuant to this Indenture with respect to Securities of
any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

     Whenever any Securities are surrendered for exchange as contemplated by the
immediately preceding two paragraphs, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

     Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, any global Security shall be exchangeable for definitive
Securities only if (i) the Depository is at any time unwilling, unable or
ineligible to continue as depository and a


                                      -27-

<PAGE>


successor depository is not appointed by the Company within 90 days of the date
the Company is so informed in writing, (ii) the Company executes and delivers to
the Trustee a Company Order to the effect that such global Security shall be so
exchangeable, or (iii) an Event of Default has occurred and is continuing with
respect to the Securities. If the beneficial owners of interests in a global
Security are entitled to exchange such interests for definitive Securities as
the result of an event described in clause (i), (ii) or (iii) of the preceding
sentence, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in such form and denominations as
are required by or pursuant to this Indenture, and of the same series,
containing identical terms and in aggregate principal amount equal to the
principal amount of such global Security, executed by the Company. On or after
the earliest date on which such interests may be so exchanged, such global
Security shall be surrendered from time to time by such Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the Depository, (which instructions shall
be in writing), as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or in part, for definitive Securities as described above without charge.
The Trustee shall authenticate and make available for delivery, in exchange for
each portion of such surrendered global Security, a like aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such global Security to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for the
global Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof, but subject to the satisfaction of
any certification or other requirements to the issuance of Bearer Securities;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities of the same
series to be redeemed and ending on the relevant Redemption Date; and provided,
further, that (unless otherwise provided in or pursuant to this Indenture) no
Bearer Security delivered in exchange for a portion of a global Security shall
be mailed or otherwise delivered to any location in the United States. Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depository, or such other Depository referred to above in
accordance with the instructions of the Company referred to above. If a
Registered Security is issued in exchange for any portion of a global Security
after the close of business at the Office or Agency for such Security where such
exchange occurs on or after (i) any Regular Record Date for such Security and
before the opening of business at such Office or Agency on the next succeeding
Interest Payment Date, or (ii) any Special Record Date for such Security and
before the opening of business at such Office or Agency on the related proposed
date for payment of interest or Defaulted Interest, as the case may be, interest
shall not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of such Registered Security, but shall be payable
on such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such global
Security shall be payable in accordance with the provisions of this Indenture.

     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 entitling the Holders thereof


                                      -28-

<PAGE>


to the same benefits under this Indenture as the Securities surrendered upon
such registration of transfer or exchange.

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

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

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

     Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.
                  -------------------------------------------------

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

     If there be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or Coupon, and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or Coupon has been acquired by a bona
fide purchaser, the Company shall execute and, upon the Company's request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or


                                      -29-

<PAGE>


stolen Security or in exchange for the Security to which a destroyed, lost or
stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or
stolen, a new Security of the same series containing identical terms and of like
principal amount and bearing a number not contemporaneously outstanding, with
Coupons appertaining thereto corresponding to the Coupons, if any, appertaining
to such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen Coupon appertains.

     Notwithstanding the foregoing provisions of this Section 3.6, in case any
mutilated, destroyed, lost or stolen Security or Coupon has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security or Coupon; provided, however, that payment of
principal of, any premium or interest on or any Additional Amounts with respect
to any Bearer Securities shall, except as otherwise provided in Section 10.2, be
payable only at an Office or Agency for such Securities located outside the
United States and, unless otherwise provided in or pursuant to this Indenture,
any interest on Bearer Securities and any Additional Amounts with respect to
such interest shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.

     Upon the issuance of any new Security under this Section 3.6, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security, with any Coupons appertaining thereto issued pursuant
to this Section 3.6 in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen Coupon appertains
shall constitute a separate obligation of the Company, whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

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

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

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

     Unless otherwise provided in or pursuant to this Indenture, any interest on
and any Additional Amounts with respect to any Registered Security which shall
be payable, but shall not be punctually paid or duly provided for, on any
Interest Payment Date for such Registered Security (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder


                                      -30-

<PAGE>


thereof on the relevant Regular Record Date by virtue of having been such
Holder; and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Person in whose name such Registered Security (or a Predecessor
     Security thereof) shall be registered at the close of business on a Special
     Record Date for the payment of such Defaulted Interest, which shall be
     fixed by the Company in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on such Registered Security, the Special Record Date therefor and the date
     of the proposed payment, and at the same time the Company shall deposit
     with the Trustee an amount of money equal to the aggregate amount proposed
     to be paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit on or prior to the date of the
     proposed payment, such money when so deposited to be held in trust for the
     benefit of the Person entitled to such Defaulted Interest as in this Clause
     provided. The Special Record Date for the payment of such Defaulted
     Interest shall be not more than 15 days and not less than 10 days prior to
     the date of the proposed payment and not less than 12 days after
     notification to the Trustee of the proposed payment. The Trustee shall, in
     the name and at the expense of the Company, cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to the Holder of such Registered
     Security (or a Predecessor Security thereof) at his address as it appears
     in the Security Register not less than 10 days prior to such Special Record
     Date. The Trustee may, in its discretion, in the name and at the expense of
     the Company cause a similar notice to be published at least once in an
     Authorized Newspaper of general circulation in the Borough of Manhattan,
     The City of New York, but such publication shall not be a condition
     precedent to the establishment of such Special Record Date. Notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor having been mailed as aforesaid, such Defaulted Interest shall be
     paid to the Person in whose name such Registered Security (or a Predecessor
     Security thereof) shall be registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following clause (2).

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

     Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Registered Securities that
bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located in the United
States.

     Subject to the foregoing provisions of this Section and Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any


                                      -31-

<PAGE>


other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

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

     Section 3.8. Persons Deemed Owners.
                  ----------------------

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

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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


                                      -32-

<PAGE>


     Section 3.9. Cancellation.
                  -------------

     All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by or pursuant to this Indenture. All cancelled Securities and Coupons held by
the Trustee shall be disposed of by the Trustee in accordance with its normal
operating procedures, unless by a Company Order the Company directs their return
to it.

     Section 3.10. Computation of Interest.
                   -----------------------

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

                                   Article 4

                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 4.1. Satisfaction and Discharge.
                  ---------------------------

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

          (1) either

               (a) all Securities of such series theretofore authenticated and
          delivered and all Coupons appertaining thereto (other than (i) Coupons
          appertaining to Bearer Securities of such series surrendered in
          exchange for Registered Securities of such series and maturing after
          such exchange whose surrender is not required or has been waived as
          provided in Section 3.5, (ii) Securities and Coupons of such series
          which have been destroyed, lost or stolen and which have been replaced
          or paid as provided in Section 3.6, (iii) Coupons appertaining to
          Securities of such series called for redemption and maturing after the
          relevant Redemption Date whose surrender has been waived as provided
          in Section 11.7, and (iv) Securities and Coupons of such series for
          whose payment money has theretofore been deposited in trust or
          segregated and held in trust by the Company and thereafter repaid to
          the Company or discharged from such trust, as provided in Section
          10.3) have been delivered to the Trustee for cancellation; or


                                      -33-

<PAGE>


               (b) all Securities of such series and, in the case of (i) or (ii)
          below, any Coupons appertaining thereto not theretofore delivered to
          the Trustee for cancellation

                    (i) have become due and payable, or

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

                    (iii) if redeemable at the option of the Company, are to be
               called for redemption within one year under arrangements
               satisfactory to the Trustee for the giving of notice of
               redemption by the Trustee in the name, and at the expense, of the
               Company,

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

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

          (3) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture as to such series have been complied with.

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

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.7 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee with respect to the Securities of such series
under Section 3.5, Section 3.6, Section 4.3, Section 10.2 and Section 10.3, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 10.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)),
and with respect to any rights to convert or exchange such Securities into
Common Stock of the Company or other securities shall survive.


                                      -34-

<PAGE>


     Section 4.2. Defeasance and Covenant Defeasance.
                  -----------------------------------

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

          (2) Upon the Company's exercise of the above option applicable to this
     Section 4.2(2) with respect to any Securities of or within a series, the
     Company shall be deemed to have been discharged from its obligations with
     respect to such Outstanding Securities and any Coupons appertaining thereto
     on the date the conditions set forth in clause (4) of this Section 4.2 are
     satisfied (hereinafter, "defeasance"). For this purpose, such defeasance
     means that the Company shall be deemed to have paid and discharged the
     entire Indebtedness represented by such Outstanding Securities and any
     Coupons appertaining thereto, which shall thereafter be deemed to be
     "Outstanding" only for the purposes of clause (5) of this Section 4.2 and
     the other Sections of this Indenture referred to in clauses (i) and (ii)
     below, and to have satisfied all of its other obligations under such
     Securities and any Coupons appertaining thereto and this Indenture insofar
     as such Securities and any Coupons appertaining thereto are concerned (and
     the Trustee, at the expense of the Company, shall execute proper
     instruments acknowledging the same), except for the following which shall
     survive until otherwise terminated or discharged hereunder: (i) the rights
     of Holders of such Outstanding Securities and any Coupons appertaining
     thereto to receive, solely from the trust fund described in clause (4) of
     this Section 4.2 and as more fully set forth in such clause, payments in
     respect of the principal of (and premium, if any) and interest, if any, on,
     and Additional Amounts, if any, with respect to, such Securities and any
     Coupons appertaining thereto when such payments are due, and any rights of
     such Holder to convert such Securities into Common Stock of the Company or
     exchange such Securities for other securities, (ii) the obligations of the
     Company and the Trustee with respect to such Securities under Section 3.5,
     Section 3.6, Section 10.2 and Section 10.3 and with respect to the payment
     of Additional Amounts, if any, on such Securities as contemplated by
     Section 10.4 (but only to the extent that the Additional Amounts payable
     with respect to such Securities exceed the amount deposited in respect of
     such Additional Amounts pursuant to Section 4.2(4)(a) below), and with
     respect to any rights to convert such Securities into Common Stock of the
     Company or exchange such Securities for other securities, (iii) the rights,
     powers, trusts, duties and immunities of the Trustee hereunder and (iv)
     this Section 4.2. The Company may exercise its option under this Section
     4.2(2) notwithstanding the prior exercise of its option under clause (3) of
     this Section 4.2 with respect to such Securities and any Coupons
     appertaining thereto.


                                      -35-

<PAGE>


          (3) Upon the Company's exercise of the option to have this Section
     4.2(3) apply with respect to any Securities of or within a series, the
     Company shall be released from its obligations under any covenant
     applicable to such Securities specified pursuant to Section 3.1(20), with
     respect to such Outstanding Securities and any Coupons appertaining thereto
     on and after the date the conditions set forth in clause (4) of this
     Section 4.2 are satisfied (hereinafter, "covenant defeasance"), and such
     Securities and any Coupons appertaining thereto shall thereafter be deemed
     to be not "Outstanding" for the purposes of any direction, waiver, consent
     or declaration or Act of Holders (and the consequences of any thereof) in
     connection with any such covenant, but shall continue to be deemed
     "Outstanding" for all other purposes hereunder. For this purpose, such
     covenant defeasance means that, with respect to such Outstanding Securities
     and any Coupons appertaining thereto, the Company may omit to comply with,
     and shall have no liability in respect of, any term, condition or
     limitation set forth in any such Section or such other covenant, whether
     directly or indirectly, by reason of any reference elsewhere herein to any
     such Section or such other covenant or by reason of reference in any such
     Section or such other covenant to any other provision herein or in any
     other document and such omission to comply shall not constitute a default
     or an Event of Default under Section 5.1(4) or Section 5.1(9) or otherwise,
     as the case may be, but, except as specified above, the remainder of this
     Indenture and such Securities and Coupons appertaining thereto shall be
     unaffected thereby.

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

               (a) The Company shall irrevocably have deposited or caused to be
          deposited with the Trustee (or another trustee satisfying the
          requirements of Section 6.8 who shall agree to comply with the
          provisions of this Section 4.2 applicable to it) as trust funds in
          trust for the purpose of making the following payments, specifically
          pledged as security for, and dedicated solely to, the benefit of the
          Holders of such Securities and any Coupons appertaining thereto, (1)
          an amount in Dollars or in such Foreign Currency in which such
          Securities and any Coupons appertaining thereto are then specified as
          payable at Stated Maturity, or (2) Government Obligations applicable
          to such Securities and Coupons appertaining thereto (determined on the
          basis of the Currency in which such Securities and Coupons
          appertaining thereto are then specified as payable at Stated Maturity)
          which through the scheduled payment of principal and interest in
          respect thereof in accordance with their terms will provide, not later
          than one day before the due date of any payment of principal of (and
          premium, if any) and interest, if any, on such Securities and any
          Coupons appertaining thereto, money in an amount, or (3) a combination
          thereof, in any case, in an amount, sufficient, without consideration
          of any reinvestment of such principal and interest, in the opinion of
          a nationally recognized firm of independent public accountants
          expressed in a written certification thereof delivered to the Trustee,
          to pay and discharge, and which shall be applied by the Trustee (or
          other qualifying trustee) to pay and discharge, (y) the principal of
          (and premium, if any) and interest, if any, on such Outstanding
          Securities and any Coupons appertaining thereto at the


                                      -36-

<PAGE>


          Stated Maturity of such principal or installment of principal or
          premium or interest and (z) any mandatory sinking fund payments or
          analogous payments applicable to such Outstanding Securities and any
          Coupons appertaining thereto on the days on which such payments are
          due and payable in accordance with the terms of this Indenture and of
          such Securities and any Coupons appertaining thereto.

               (b) Such defeasance or covenant defeasance shall not result in a
          breach or violation of, or constitute a default under, this Indenture
          or any other material agreement or instrument to which the Company is
          a party or by which it is bound.

               (c) No Event of Default or event which with notice or lapse of
          time or both would become an Event of Default with respect to such
          Securities and any Coupons appertaining thereto shall have occurred
          and be continuing on the date of such deposit and, with respect to
          defeasance only, at any time during the period ending on the 123rd day
          after the date of such deposit (it being understood that this
          condition shall not be deemed satisfied until the expiration of such
          period).

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

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

               (f) The Company shall have delivered to the Trustee an Opinion of
          Counsel to the effect that, after the 123rd day after the date of
          deposit, all money and Government Obligations (or other property as
          may be provided pursuant to Section 3.1) (including the proceeds
          thereof) deposited or caused to be deposited with the Trustee (or
          other qualifying trustee) pursuant to this clause (4) to be held in
          trust will not be subject to any case or proceeding (whether voluntary
          or involuntary) in respect of the Company under any Federal or State
          bankruptcy, insolvency, reorganization or other similar law, or any
          decree or order for relief in respect of the Company issued in
          connection therewith.


                                      -37-

<PAGE>


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

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

          (5) Unless otherwise specified in or pursuant to this Indenture or any
     Security, if, after a deposit referred to in Section 4.2(4)(a) has been
     made, (a) the Holder of a Security in respect of which such deposit was
     made is entitled to, and does, elect pursuant to Section 3.1 or the terms
     of such Security to receive payment in a Currency other than that in which
     the deposit pursuant to Section 4.2(4)(a) has been made in respect of such
     Security, or (b) a Conversion Event occurs in respect of the Foreign
     Currency in which the deposit pursuant to Section 4.2(4)(a) has been made,
     the indebtedness represented by such Security and any Coupons appertaining
     thereto shall be deemed to have been, and will be, fully discharged and
     satisfied through the payment of the principal of (and premium, if any),
     and interest, if any, on, and Additional Amounts, if any, with respect to,
     such Security as the same becomes due out of the proceeds yielded by
     converting (from time to time as specified below in the case of any such
     election) the amount or other property deposited in respect of such
     Security into the Currency in which such Security becomes payable as a
     result of such election or Conversion Event based on (x) in the case of
     payments made pursuant to clause (a) above, the applicable market exchange
     rate for such Currency in effect on the second Business Day prior to each
     payment date, or (y) with respect to a Conversion Event, the applicable
     market exchange rate for such Foreign Currency in effect (as nearly as
     feasible) at the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 4.2 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.

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


                                      -38-

<PAGE>


     Section 4.3. Application of Trust Money.
                  ---------------------------

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

                                    Article 5

                                    REMEDIES

     Section 5.1. Events of Default.
                  ------------------

     "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officer's Certificate establishing
the terms of such Series pursuant to this Indenture:

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

          (2) default in the payment of the principal of or any premium on any
     Security of such series, or any Additional Amounts payable with respect
     thereto, when such principal or premium becomes or such Additional Amounts
     become due and payable at their Maturity; or

          (3) default in the deposit of any sinking fund payment when and as due
     by the terms of a Security of such series; or

          (4) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture or the Securities (other than a covenant
     or warranty a default in the performance or the breach of which is
     elsewhere in this Section specifically dealt with or which has been
     expressly included in this Indenture solely for the benefit of a series of
     Securities other than such series), and continuance of such default or
     breach for a period of 60 days after there has been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least


                                      -39-

<PAGE>


     25% in principal amount of the Outstanding Securities of such series, a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;
     or

          (5) if any event of default as defined in any mortgage, indenture or
     instrument under which there may be issued, or by which there may be
     secured or evidenced, any Indebtedness of the Company (including an Event
     of Default under any other series of Securities), whether such Indebtedness
     now exists or shall hereafter be created or incurred, shall happen and
     shall consist of default in the payment of more than $50,000,000 in
     principal amount of such Indebtedness at the maturity thereof (after giving
     effect to any applicable grace period) or shall result in such Indebtedness
     in principal amount in excess of $50,000,000 becoming or being declared due
     and payable prior to the date on which it would otherwise become due and
     payable, and such default shall not be cured or such acceleration shall not
     be rescinded or annulled within a period of 30 days after there shall have
     been given, by registered or certified mail, to the Company by the Trustee
     or to the Company and the Trustee by the Holders of at least 25% in
     principal amount of the Outstanding Securities of such series, a written
     notice specifying such event of default and requiring the Company to cause
     such default to be cured or to cause such acceleration to be rescinded or
     annulled or to cause such Indebtedness to be discharged and stating that
     such notice is a "Notice of Default" hereunder; or

          (6) the Company shall fail within 60 days to pay, bond or otherwise
     discharge any uninsured judgment or court order for the payment of money in
     excess of $50,000,000, which is not stayed on appeal or is not otherwise
     being appropriately contested in good faith; or

          (7) the entry by a court having competent jurisdiction of:

               (a) a decree or order for relief in respect of the Company or any
          Principal Subsidiary in an involuntary proceeding under any applicable
          bankruptcy, insolvency, reorganization (other than a reorganization
          under a foreign law that does not relate to insolvency) or other
          similar law and such decree or order shall remain unstayed and in
          effect for a period of 60 consecutive days; or

               (b) a decree or order adjudging the Company or any Principal
          Subsidiary to be insolvent, or approving a petition seeking
          reorganization (other than a reorganization under a foreign law that
          does not relate to insolvency), arrangement, adjustment or composition
          of the Company or any Principal Subsidiary and such decree or order
          shall remain unstayed and in effect for a period of 60 consecutive
          days; or

               (c) a final and non-appealable order appointing a custodian,
          receiver, liquidator, assignee, trustee or other similar official of
          the Company or any Principal Subsidiary or of any substantial part of
          the property of the Company or any Principal Subsidiary or ordering
          the winding up or liquidation of the affairs of the Company or any
          Principal Subsidiary; or


                                      -40-

<PAGE>


          (8) the commencement by the Company or any Principal Subsidiary of a
     voluntary proceeding under any applicable bankruptcy, insolvency,
     reorganization (other than a reorganization under a foreign law that does
     not relate to insolvency) or other similar law or of a voluntary proceeding
     seeking to be adjudicated insolvent or the consent by the Company or any
     Principal Subsidiary to the entry of a decree or order for relief in an
     involuntary proceeding under any applicable bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any
     insolvency proceedings against it, or the filing by the Company or any
     Principal Subsidiary of a petition or answer or consent seeking
     reorganization, arrangement, adjustment or composition of the Company or
     relief under any applicable law, or the consent by the Company or any
     Principal Subsidiary to the filing of such petition or to the appointment
     of or taking possession by a custodian, receiver, liquidator, assignee,
     trustee or similar official of the Company or any Principal Subsidiary or
     any substantial part of the property of the Company or any Principal
     Subsidiary or the making by the Company or any Principal Subsidiary of an
     assignment for the benefit of creditors, or the taking of corporate action
     by the Company or any Principal Subsidiary in furtherance of any such
     action; or

          (9) any other Event of Default provided in or pursuant to this
     Indenture with respect to Securities of such series.

     Section 5.2. Acceleration of Maturity; Rescission and Annulment.
                  ---------------------------------------------------

     If an Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (7) or (8) of
Section 5.1) occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
may declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal or such
lesser amount shall become immediately due and payable.

     If an Event of Default specified in clause (7) or (8) of Section 5.1
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or such lesser amount as may be provided for in the
Securities of such series) shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Security of that series.

     At any time after a declaration of acceleration with respect to the
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

          (1) the Company has paid or deposited with the Trustee a sum of money
     sufficient to pay


                                      -41-

<PAGE>


               (a) all overdue installments of any interest on and Additional
          Amounts with respect to all Securities of such series and any Coupon
          appertaining thereto,

               (b) the principal of and any premium on any Securities of such
          series which have become due otherwise than by such declaration of
          acceleration and interest thereon and any Additional Amounts with
          respect thereto at the rate or rates borne by or provided for in such
          Securities,

               (c) to the extent that payment of such interest or Additional
          Amounts is lawful, interest upon overdue installments of any interest
          and Additional Amounts at the rate or rates borne by or provided for
          in such Securities, and

               (d) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel and all other amounts due the Trustee
          under Section 6.7; and

          (2) all Events of Default with respect to Securities of such series,
     other than the non-payment of the principal of, any premium and interest
     on, and any Additional Amounts with respect to Securities of such series
     which shall have become due solely by such declaration of acceleration,
     shall have been cured or waived as provided in Section 5.13.

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

     Section 5.3. Collection of Indebtedness and Suits for Enforcement by
                  -------------------------------------------------------
Trustee.
--------

     The Company covenants that if

          (1) default is made in the payment of any installment of interest on
     or any Additional Amounts with respect to any Security or any Coupon
     appertaining thereto when such interest or Additional Amounts shall have
     become due and payable and such default continues for a period of 30 days,
     or

          (2) default is made in the payment of the principal of or any premium
     on any Security or any Additional Amounts with respect thereto at their
     Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount of money 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 and all other
amounts due to the Trustee under Section 6.7.


                                      -42-

<PAGE>


     If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.

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

     Section 5.4. Trustee May File Proofs of Claim.
                  ---------------------------------

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities of any series or the property of the Company or such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (1) to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities of any applicable series,
     of the principal and any premium, interest and Additional Amounts owing and
     unpaid in respect of the Securities and any Coupons appertaining thereto
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents or counsel) and of the Holders of Securities or any
     Coupons appertaining thereto allowed in such judicial proceeding, and

          (2) to collect and receive any monies or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons 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 Holders of Securities or any Coupons, 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 6.7.


                                      -43-

<PAGE>


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

     Section 5.5. Trustee May Enforce Claims without Possession of Securities or
                  --------------------------------------------------------------
Coupons.
--------

     All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of the
Securities or Coupons in respect of which such judgment has been recovered.

     Section 5.6. Application of Money Collected.
                  -------------------------------

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium, interest or Additional Amounts, upon presentation of the Securities or
Coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

          First: To the payment of all amounts due the Trustee and any
     predecessor Trustee under Section 6.7;

          Second: To the payment of the amounts then due and unpaid upon the
     Securities and any Coupons for principal and any premium, interest and
     Additional Amounts 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 aggregate amounts due and payable on such Securities
     and Coupons for principal and any premium, interest and Additional Amounts,
     respectively;

          Third: The balance, if any, to the Person or Persons entitled thereto.

     Section 5.7. Limitations on Suits.
                  ---------------------

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

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


                                      -44-

<PAGE>


          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of such series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

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

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; 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
     principal amount of the Outstanding Securities of such series;

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

     Section 5.8. Unconditional Right of Holders to Receive Principal and any
                  -----------------------------------------------------------
Premium, Interest and Additional Amounts.
-----------------------------------------

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium and (subject to Section 3.5 and
Section 3.7) interest on, and any Additional Amounts with respect to such
Security or payment of such Coupon, as the case may be, on the respective Stated
Maturity or Maturities therefor specified in such Security or Coupon (or, in the
case of redemption, on the Redemption Date or, in the case of repayment at the
option of such Holder if provided in or pursuant to this Indenture, on the date
such repayment is due) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

     Section 5.9. Restoration of Rights and Remedies.
                  -----------------------------------

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


                                      -45-

<PAGE>


     Section 5.10. Rights and Remedies Cumulative.
                   -------------------------------

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the
Trustee or to each and every Holder of a Security or a Coupon is intended to be
exclusive of any other right or remedy, and every right and remedy, to the
extent permitted by law, shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     Section 5.11. Delay or Omission Not Waiver.
                   -----------------------------

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

     Section 5.12. Control by Holders of Securities.
                   ---------------------------------

     The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Securities of
such series and any Coupons appertaining thereto, provided that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture or with the Securities of such series,

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction, and

          (3) such direction is not unduly prejudicial to the rights of the
     other Holders of Securities of such series not joining in such action.

     Section 5.13. Waiver of Past Defaults.
                   ------------------------

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except
a default

          (1) in the payment of the principal of, any premium or interest on, or
     any Additional Amounts with respect to, any Security of such series or any
     Coupons appertaining thereto, or


                                      -46-

<PAGE>


          (2) in respect of a covenant or provision hereof which under Article 9
     cannot be modified or amended without the consent of the Holder of each
     Outstanding Security of such series affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default 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 impair any right consequent thereon.

     Section 5.14. Waiver of Usury, Stay or Extension Laws.
                   ----------------------------------------

     The Company covenants that (to the extent that it may lawfully do so) it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company expressly waives (to the
extent that it may lawfully do so) 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.

     Section 5.15. Undertaking for Costs.
                   ----------------------

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions
of this Section 5.15 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on or Additional Amounts,
if any, with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date, and, in the case of repayment, on or after the date
for repayment) or for the enforcement of the right, if any, to convert or
exchange any Security into Common Stock or other securities in accordance with
its terms.

                                    Article 6

                                   THE TRUSTEE

     Section 6.1. Certain Duties and Responsibilities.
                  ------------------------------------

               (a) Except during the continuance of an Event of Default,


                                      -47-

<PAGE>


          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and

          (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 (but need not confirm or
     investigate the accuracy of mathematical calculations or other facts stated
     therein).

               (b) In case 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 their
          exercise, as a prudent person would exercise or use under the
          circumstances in the conduct of his or her own affairs.

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

          (1) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

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

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in principal amount of the Outstanding
     Securities of any series, determined as provided in Sections 1.1, 1.4 and
     5.12, relating to the time, method and place of conducting any proceeding
     for any remedy available to the Trustee, or exercising any trust or power
     conferred upon the Trustee, under this Indenture with respect to the
     Securities of such series; and

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

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


                                      -48-

<PAGE>


     Section 6.2. Certain Rights of Trustee.
                  --------------------------

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

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

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

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

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

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

          (6) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, coupon or other paper or document, but the Trustee, in its
     discretion, may but shall not be obligated to make such further inquiry or
     investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine, during business hours and upon reasonable
     notice, the books, records and premises of the Company, personally or by
     agent or attorney;

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


                                      -49-

<PAGE>


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

          (9) the Authenticating Agent, Paying Agent, and Security Registrar
     shall have the same rights, privileges, protections, immunities, benefits,
     protections and rights to indemnification as the Trustee set forth
     hereunder;

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

          (11) the Trustee shall not be liable with respect to any action taken,
     suffered or omitted to be taken by it in good faith in accordance with an
     Act of the Holders hereunder, and, to the extent not so provided herein,
     with respect to any act requiring the Trustee to exercise its own
     discretion, relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture or any
     Securities, unless it shall be proved that, in connection with any such
     action taken, suffered or omitted or any such act, the Trustee was
     negligent, acted in bad faith or engaged in willful misconduct.

     Section 6.3. Notice of Defaults.
                  -------------------

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 7.3(3), notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the best interest of
the Holders of Securities and Coupons of such series; and provided, further,
that in the case of any default of the character specified in Section 5.1(5)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

     Section 6.4. Not Responsible for Recitals or Issuance of Securities.
                  -------------------------------------------------------

     The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the


                                      -50-

<PAGE>


Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

     Section 6.5. May Hold Securities.
                  --------------------

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

     Section 6.6. Money Held in Trust.
                  --------------------

     Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

     Section 6.7. Compensation and Reimbursement.
                  -------------------------------

     The Company agrees:

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

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

          (3) to indemnify the Trustee and its agents, officers, directors and
     employees for, and to hold them harmless against, any loss, damage, claims,
     liability or expense including taxes (other than taxes based upon, measured
     or determined by the income of the Trustee), incurred without negligence or
     bad faith on their part, arising out of or in connection with the
     acceptance or administration of the trust or trusts hereunder, including
     the costs and expenses of defending themselves against any claim or
     liability in connection with the exercise or performance of any of their
     powers or duties hereunder,


                                      -51-

<PAGE>


     except to the extent that any such loss, damage, claims, liability or
     expense was due to the Trustee's negligence or bad faith.

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

     To the extent permitted by law, any compensation or expense incurred by the
Trustee after a default specified in or pursuant to Section 5.1 is intended to
constitute an expense of administration under any then applicable bankruptcy or
insolvency law. "Trustee" for purposes of this Section 6.7 shall include any
predecessor Trustee but the negligence or bad faith of any Trustee shall not
affect the rights of any other Trustee under this Section 6.7.

     The provisions of this Section 6.7 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.

     Section 6.8. Corporate Trustee Required; Eligibility.
                  ----------------------------------------

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

     Section 6.9. Resignation and Removal; Appointment of Successor.
                  --------------------------------------------------

          (1) No resignation or removal of the Trustee and no appointment of a
     successor Trustee pursuant to this Article shall become effective until the
     acceptance of appointment by the successor Trustee pursuant to Section
     6.10.

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

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


                                      -52-

<PAGE>


          (4) If at any time:

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

               (b) the Trustee shall cease to be eligible under Section 6.8 and
          shall fail to resign after written request therefor by the Company or
          any such Holder, or

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

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

          (5) If the Trustee shall resign, be removed or become incapable of
     acting, or if a vacancy shall occur in the office of Trustee for any cause,
     with respect to the Securities of one or more series, the Company, by or
     pursuant to a Board Resolution, shall promptly appoint a successor Trustee
     or Trustees with respect to the Securities of such series (it being
     understood that any such successor Trustee may be appointed with respect to
     the Securities of one or more or all of such series and that at any time
     there shall be only one Trustee with respect to the Securities of any
     particular series) and shall comply with the applicable requirements of
     Section 6.10. If, within one year after such resignation, removal or
     incapacity, or the occurrence of such vacancy, a successor Trustee with
     respect to the Securities of any series shall be appointed by Act of the
     Holders of a majority in principal amount of the Outstanding Securities of
     such series delivered to the Company and the retiring Trustee, the
     successor Trustee so appointed shall, forthwith upon its acceptance of such
     appointment in accordance with the applicable requirements of Section 6.10,
     become the successor Trustee with respect to the Securities of such series
     and to that extent supersede the successor Trustee appointed by the
     Company. If no successor Trustee with respect to the Securities of any
     series shall have been so appointed by the Company or the Holders of
     Securities and accepted appointment in the manner required by Section 6.10,
     any Holder of a Security who has been a bona fide Holder of a Security of
     such series for at least six months may, on behalf of himself and all
     others similarly situated, petition any court of competent jurisdiction for
     the appointment of a successor Trustee with respect to the Securities of
     such series.

          (6) The Company shall give notice of each resignation and each removal
     of the Trustee with respect to the Securities of any series and each
     appointment of a successor


                                      -53-

<PAGE>


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

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

     Section 6.10. Acceptance of Appointment by Successor.
                   ---------------------------------------

          (1) Upon the appointment hereunder of any successor Trustee with
     respect to all Securities, such successor Trustee so appointed shall
     execute, acknowledge and deliver to the Company and the retiring Trustee an
     instrument accepting such appointment, and thereupon the resignation or
     removal of the retiring Trustee shall become effective and such successor
     Trustee, without any further act, deed or conveyance, shall become vested
     with all the rights, powers, trusts and duties hereunder of the retiring
     Trustee; but, on the request of the Company or such successor Trustee, such
     retiring Trustee, upon payment of its charges, shall execute and deliver an
     instrument transferring to such successor Trustee all the rights, powers
     and trusts of the retiring Trustee and, subject to Section 10.3, shall duly
     assign, transfer and deliver to such successor Trustee all property and
     money held by such retiring Trustee hereunder, subject nevertheless to its
     claim, if any, provided for in Section 6.7.

          (2) Upon the appointment hereunder of any successor Trustee with
     respect to the Securities of one or more (but not all) series, the Company,
     the retiring Trustee and such successor Trustee shall execute and deliver
     an indenture supplemental hereto wherein each successor Trustee shall
     accept such appointment and which (1) shall contain such provisions as
     shall be necessary or desirable to transfer and confirm to, and to vest in,
     such successor Trustee all the rights, powers, trusts and duties of the
     retiring Trustee with respect to the Securities of that or those series to
     which the appointment of such successor Trustee relates, (2) if the
     retiring Trustee is not retiring with respect to all Securities, shall
     contain such provisions as shall be deemed necessary or desirable to
     confirm that all the rights, powers, trusts and duties of the retiring
     Trustee with respect to the Securities of that or those series as to which
     the retiring Trustee is not retiring shall continue to be vested in the
     retiring Trustee, and (3) shall add to or change any of the provisions of
     this Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee, it being
     understood that nothing herein or in such supplemental indenture shall
     constitute such Trustees co-trustees of the same trust, that each such
     Trustee shall be trustee of a trust or trusts hereunder separate and apart
     from any trust or trusts hereunder administered by any other such Trustee
     and that no Trustee shall be responsible for any notice given to, or
     received by, or any act or failure to act on the part of any other Trustee
     hereunder, and, upon the execution and delivery of such supplemental
     indenture, the resignation or removal of the retiring Trustee shall become
     effective to the extent provided therein, such retiring


                                      -54-

<PAGE>


     Trustee shall have no further responsibility for the exercise of rights and
     powers or for the performance of the duties and obligations vested in the
     Trustee under this Indenture with respect to the Securities of that or
     those series to which the appointment of such successor Trustee relates
     other than as hereinafter expressly set forth, and such successor Trustee,
     without any further act, deed or conveyance, shall become vested with all
     the rights, powers, trusts and duties of the retiring Trustee with respect
     to the Securities of that or those series to which the appointment of such
     successor Trustee relates; but, on request of the Company or such successor
     Trustee, such retiring Trustee, upon payment of its charges with respect to
     the Securities of that or those series to which the appointment of such
     successor Trustee relates and subject to Section 10.3 shall duly assign,
     transfer and deliver to such successor Trustee, to the extent contemplated
     by such supplemental indenture, the property and money held by such
     retiring Trustee hereunder with respect to the Securities of that or those
     series to which the appointment of such successor Trustee relates, subject
     to its claim, if any, provided for in Section 6.7.

          (3) Upon request of any Person appointed hereunder as a successor
     Trustee, the Company shall execute any and all instruments for more fully
     and certainly vesting in and confirming to such successor Trustee all such
     rights, powers and trusts referred to in paragraph (1) or (2) of this
     Section, as the case may be.

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

     Section 6.11. Merger, Conversion, Consolidation or Succession to Business.
                   ------------------------------------------------------------

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

     Section 6.12. Appointment of Authenticating Agent.
                   ------------------------------------

     The Trustee may appoint one or more Authenticating Agents acceptable to the
Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication


                                      -55-

<PAGE>


and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

     Each Authenticating Agent must be acceptable to the Company and, except as
provided in or pursuant to this Indenture, shall at all times be a corporation
that would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

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

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

     The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.7.

     The provisions of Section 3.8, Section 6.4 and Section 6.5 shall be
applicable to each Authenticating Agent.

     If an Authenticating Agent is appointed with respect to one or more series
of Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to


                                      -56-

<PAGE>


or in lieu of the Trustee's certificate of authentication, an alternate
certificate of authentication in substantially the following form:

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

                                        THE BANK OF NEW YORK, as Trustee

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

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

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

                                    Article 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

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

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

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


                                      -57-

<PAGE>


     Section 7.2. Preservation of Information; Communications to Holders.
                  -------------------------------------------------------

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

     Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312(c) of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

     Section 7.3. Reports by Trustee.
                  -------------------

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

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

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

     Section 7.4. Reports by Company.
                  -------------------

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

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


                                      -58-

<PAGE>


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

          (3) transmit within 30 days after the filing thereof with the Trustee,
     in the manner and to the extent provided in Section 313(c) of the Trust
     Indenture Act, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to paragraphs (1) and (2) of
     this Section as may be required by rules and regulations prescribed from
     time to time by the Commission.

          (4) Delivery of such reports, information and documents to the Trustee
     is for informational purposes only and the Trustee's receipt of such shall
     not constitute constructive notice of any information contained therein or
     determinable from information contained therein, including the Company's
     compliance with any of its covenants hereunder (as to which the Trustee is
     entitled to rely exclusively on Officer's Certificates), other than with
     respect to Section 6.2.

                                    Article 8

                 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES

     Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.
                  -----------------------------------------------------

     The Company shall not consolidate or amalgamate with or merge into any
other Person (whether or not affiliated with the Company), or convey, transfer
or lease its properties and assets as an entirety or substantially as an
entirety to any other Person (whether or not affiliated with the Company), and
the Company shall not permit any other Person (whether or not affiliated with
the Company) to consolidate or amalgamate with or merge into the Company or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to the Company, unless:

          (1) in case the Company shall consolidate or amalgamate with or merge
     into another Person or convey, transfer or lease its properties and assets
     as an entirety or substantially as an entirety to any Person, the Person
     formed by such consolidation or amalgamation or into which the Company is
     merged or the Person which acquires by conveyance or transfer, or which
     leases, the properties and assets of the Company as an entirety or
     substantially as an entirety shall be a Corporation organized and existing
     under the laws of the United States of America, any state thereof or the
     District of Columbia, or any other country which is on the date of this
     Indenture a member of the Organization of Economic Cooperation and
     Development, and shall expressly assume, by an indenture (or indentures, if
     at such time there is more than one Trustee) supplemental hereto, executed
     by the successor Person and delivered to the Trustee the due and punctual
     payment of the principal of, any premium and interest on and any Additional
     Amounts with respect to all the Securities and the performance of every
     obligation in this Indenture and the Outstanding Securities on the part of
     the Company to be performed or observed


                                      -59-

<PAGE>


     and shall provide for conversion or exchange rights in accordance with the
     provisions of the Securities of any series that are convertible or
     exchangeable into Common Stock or other securities;

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company or a Subsidiary
     as a result of such transaction as having been incurred by the Company or
     such Subsidiary at the time of such transaction, no Event of Default or
     event which, after notice or lapse of time, or both, would become an Event
     of Default, shall have occurred and be continuing; and

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

     Section 8.2. Successor Person Substituted for Company.
                  -----------------------------------------

     Upon any consolidation or amalgamation by the Company with or merger of the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety to any Person
in accordance with Section 8.1, the successor Person formed by such
consolidation or amalgamation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein; and thereafter, except in the case of a lease, the predecessor Person
shall be released from all obligations and covenants under this Indenture, the
Securities and the Coupons.

                                    Article 9

                             SUPPLEMENTAL INDENTURES

     Section 9.1. Supplemental Indentures without Consent of Holders.
                  ---------------------------------------------------

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

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

          (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (as shall be specified in such
     supplemental indenture or indentures) or to surrender any right or power
     herein conferred upon the Company; or


                                      -60-

<PAGE>


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

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

          (5) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.10; or

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

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

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

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

          (10) to secure the Securities; or

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

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


                                      -61-

<PAGE>


     Section 9.2. Supplemental Indentures with Consent of Holders.
                  ------------------------------------------------

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

          (1) change the Stated Maturity of the principal of, or any premium or
     installment of interest on or any Additional Amounts with respect to, any
     Security, or reduce the principal amount thereof or the rate (or modify the
     calculation of such rate) of interest thereon or any Additional Amounts
     with respect thereto, or any premium payable upon the redemption thereof or
     otherwise, or change the obligation of the Company to pay Additional
     Amounts pursuant to Section 10.4 (except as contemplated by Section 8.1(1)
     and permitted by Section 9.1(1)), or reduce the amount of the principal of
     an Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section 5.2
     or the amount thereof provable in bankruptcy pursuant to Section 5.4,
     change the redemption provisions or adversely affect the right of repayment
     at the option of any Holder as contemplated by Article 13, or change the
     Place of Payment, Currency in which the principal of, any premium or
     interest on, or any Additional Amounts with respect to any Security is
     payable, or impair the right to institute suit for the enforcement of any
     such payment on or after the Stated Maturity thereof (or, in the case of
     redemption, on or after the Redemption Date or, in the case of repayment at
     the option of the Holder, on or after the date for repayment), or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or reduce the requirements of Section 15.4 for quorum or voting,
     or

          (3) modify any of the provisions of this Indenture relating to the
     subordination of the Securities in respect thereof in a manner adverse to
     Holders of Securities, or to Holders of Securities, or

          (4) modify any of the provisions of this Section, Section 5.13 or
     Section 10.6, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, or


                                      -62-

<PAGE>


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

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

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

     Section 9.3. Execution of Supplemental Indentures.
                  -------------------------------------

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

     Section 9.4. Effect of Supplemental Indentures.
                  ----------------------------------

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

     Section 9.5. Reference in Securities to Supplemental Indentures.
                  ---------------------------------------------------

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

     Section 9.6. Conformity with Trust Indenture Act.
                  ------------------------------------

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


                                      -63-

<PAGE>


     Section 9.7. Notice of Supplemental Indenture.
                  ---------------------------------

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                   Article 10

                                    COVENANTS

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

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

     Section 10.2. Maintenance of Office or Agency.
                   --------------------------------

     The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company shall maintain, subject to any laws
or regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; provided, however, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company shall maintain a
Paying Agent in London, Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Securities of such series
are listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such Office or
Agency. If at any time the Company shall fail to maintain any such required
Office or Agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment at the place specified for the purpose with respect to such Securities
as provided in or pursuant to


                                      -64-

<PAGE>


this Indenture, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

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

     The Company may also from time to time designate one or more other Offices
or Agencies where the Securities of one or more series may be presented or
surrendered for any or all 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 any such designation
or rescission and of any change in the location of any such other Office or
Agency. Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates as the Place of Payment for each series of Securities the
Borough of Manhattan, The City of New York, and initially appoints the Corporate
Trust Office of the Trustee as the Office or Agency of the Company in the
Borough of Manhattan, The City of New York for such purpose. The Company may
subsequently appoint a different Office or Agency in the Borough of Manhattan,
The City of New York for the Securities of any series.

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

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

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


                                      -65-

<PAGE>


     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it shall, on or prior to each due date of the principal of, any
premium or interest on or any Additional Amounts with respect to any Securities
of such series, deposit with any Paying Agent a sum (in the currency or
currencies, currency unit or units or composite currency or currencies described
in the preceding paragraph) sufficient to pay the principal or any premium,
interest or Additional Amounts so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

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

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

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

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

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

     Except as otherwise provided herein or pursuant hereto, any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any Security of any series or any Coupon appertaining
thereto and remaining unclaimed for two years after such principal or any such
premium or interest or any such Additional Amounts shall have become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security or
any Coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed to
Holders of


                                      -66-

<PAGE>


Registered Securities of such series, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing nor shall it be later than
two years after such principal and any premium or interest or Additional Amounts
shall have become due and payable, any unclaimed balance of such money then
remaining will be repaid to the Company.

     Section 10.4. Additional Amounts.
                   -------------------

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

          (1) any tax, fee, duty, assessment or governmental charge of whatever
     nature which would not have been imposed but for the fact that such Holder:
     (A) was a resident, domiciliary or national of, or engaged in business or
     maintained a permanent establishment or was physically present in, the
     relevant taxing jurisdiction or any political subdivision thereof or
     otherwise had some connection with the relevant taxing jurisdiction other
     than by reason of the mere ownership of, or receipt of payment under, such
     Security; (B) presented such Security for payment in the relevant taxing
     jurisdiction or any political subdivision thereof, unless such Security
     could not have been presented for payment elsewhere; or (C) presented such
     Security more than thirty (30) days after the date on which the payment in
     respect of such Security first became due and payable or provided for,
     whichever is later, except to the extent that the Holder would have been
     entitled to such Additional Amounts if it had presented such Security for
     payment on any day within such period of thirty (30) days;

          (2) any estate, inheritance, gift, sale, transfer, personal property
     or similar tax, assessment or other governmental charge;

          (3) any tax, assessment or other governmental charge that is imposed
     or withheld by reason of the failure by the Holder or the beneficial owner
     of such Security to comply


                                      -67-

<PAGE>


     with any reasonable request by the Company addressed to the Holder within
     90 days of such request (A) to provide information concerning the
     nationality, residence or identity of the Holder or such beneficial owner
     or (B) to make any declaration or other similar claim or satisfy any
     information or reporting requirement, which, in the case of (A) or (B), is
     required or imposed by statute, treaty, regulation or administrative
     practice of the relevant taxing jurisdiction or any political subdivision
     thereof as a precondition to exemption from all or part of such tax,
     assessment or other governmental charge; or

          (4) any combination of items (1), (2) and (3);

nor shall Additional Amounts be paid with respect to any payment of the
principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such Security to the extent such payment would be required
by the laws of the relevant taxing jurisdiction (or any political subdivision or
relevant taxing authority thereof or therein) to be included in the income for
tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such Additional Amounts had it been the Holder of the
Security.

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

     Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, at least 10 days prior to the first
Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officer's Certificate,
the Company shall furnish to the Trustee and the principal Paying Agent or
Paying Agents, if other than the Trustee, an Officer's Certificate instructing
the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and premium, if any, interest or any other amounts on the
Securities of such series shall be made to Holders of Securities of such series
or the Coupons appertaining thereto without withholding for or on account of any
tax, fee, duty, assessment or other governmental charge described in this
Section 10.4. If any such withholding shall be required, then such Officer's
Certificate shall specify by taxing jurisdiction the amount, if any, required to
be withheld on such payments to such Holders of Securities or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by this Section 10.4. The Company covenants to indemnify the Trustee
and any Paying Agent for, and to hold them harmless against, any loss, liability
or expense incurred without negligence or bad faith on their part arising out of
or in


                                      -68-

<PAGE>


connection with actions taken or omitted by any of them in reliance on any
Officer's Certificate furnished pursuant to this Section 10.4.

     Section 10.5. Corporate Existence.
                   --------------------

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

     Section 10.6. Waiver of Certain Covenants.
                   ----------------------------

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 10.5 with respect to the Securities
of any series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series, by
Act of such Holders, either shall waive such compliance in such instance or
generally shall have waived compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

     Section 10.7. Company Statement as to Compliance; Notice of Certain
                   -----------------------------------------------------
Defaults.
---------

          (1) The Company shall deliver to the Trustee, within 120 days after
     the end of each fiscal year, commencing December 31, 2003 a written
     statement (which need not be contained in or accompanied by an Officer's
     Certificate) signed by the principal executive officer, the principal
     financial officer or the principal accounting officer of the Company,
     stating that

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

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

          (2) The Company shall deliver to the Trustee, within five days after
     the occurrence thereof, written notice of any Event of Default or any event
     which after notice or lapse of time or both would become an Event of
     Default pursuant to clause (4) of Section 5.1.


                                      -69-

<PAGE>


          (3) The Trustee shall have no duty to monitor the Company's compliance
     with the covenants contained in this Article 10 other than as specifically
     set forth in this Section 10.7.

                                   Article 11

                            REDEMPTION OF SECURITIES

     Section 11.1. Applicability of Article.
                   -------------------------

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

     Section 11.2. Election to Redeem; Notice to Trustee.
                   --------------------------------------

     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of (a) less than all of the Securities of any series or (b) all of
the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed.

     Section 11.3. Selection by Trustee of Securities to be Redeemed.
                   --------------------------------------------------

     If less than all of the Securities of any series with the same issue date,
interest rate or formula, Stated Maturity and other terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal amount of Registered Securities of such
series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Registered Security of such series not
redeemed to less than the minimum denomination for a Security of such series
established herein or pursuant hereto.

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

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

     Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into Common Stock of the Company or exchanged for other securities in
part before termination of the conversion or exchange right


                                      -70-

<PAGE>


with respect to the portion of the Security so selected, the converted portion
of such Security shall be deemed (so far as may be) to be the portion selected
for redemption. Securities which have been converted or exchanged during a
selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.

     Section 11.4. Notice of Redemption.
                   ---------------------

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

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

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

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

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

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

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

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

          (8) that, unless otherwise specified in such notice, Bearer Securities
     of any series, if any, surrendered for redemption must be accompanied by
     all Coupons maturing subsequent to the date fixed for redemption or the
     amount of any such missing Coupon or


                                      -71-

<PAGE>


     Coupons will be deducted from the Redemption Price, unless security or
     indemnity satisfactory to the Company, the Trustee and any Paying Agent is
     furnished,

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

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

          (11) the CUSIP number or the Euroclear or the Cedel reference numbers
     of such Securities, if any (or any other numbers used by a Depository to
     identify such Securities).

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

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

     Section 11.5. Deposit of Redemption Price.
                   ----------------------------

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

     Section 11.6. Securities Payable on Redemption Date.
                   --------------------------------------

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; provided, however, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer


                                      -72-

<PAGE>


Securities of such series, installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in Section 10.2),
and provided, further, that, except as otherwise specified in or pursuant to
this Indenture or the Registered Securities of such series, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
Regular Record Dates therefor according to their terms and the provisions of
Section 3.7.

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

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

     Section 11.7. Securities Redeemed in Part.
                   ----------------------------

     Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the Depository for
such Security in global form as shall be specified in the Company Order with
respect thereto to the Trustee, without service charge, a new Security in global
form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.


                                      -73-

<PAGE>


                                   Article 12

                                  SINKING FUNDS

     Section 12.1. Applicability of Article.
                   -------------------------

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

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series and this Indenture.

     Section 12.2. Satisfaction of Sinking Fund Payments with Securities.
                   ------------------------------------------------------

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


                                      -74-

<PAGE>


     Section 12.3. Redemption of Securities for Sinking Fund.
                   ------------------------------------------

     Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officer's
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officer's Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 11.6 and Section 11.7.

                                   Article 13

                       REPAYMENT AT THE OPTION OF HOLDERS

     Section 13.1. Applicability of Article.
                   -------------------------

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

                                   Article 14

                        SECURITIES IN FOREIGN CURRENCIES

     Section 14.1. Applicability of Article.
                   -------------------------

     Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated


                                      -75-

<PAGE>


in the same Currency, or (ii) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any
particular series or pursuant to this Indenture or the Securities, any amount in
respect of any Security denominated in a Currency other than Dollars shall be
treated for any such action or distribution as that amount of Dollars that could
be obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any) for
such action, determination of rights or distribution (or, if there shall be no
applicable record date, such other date reasonably proximate to the date of such
action, determination of rights or distribution) as the Company may specify in a
written notice to the Trustee.

                                   Article 15

                        MEETINGS OF HOLDERS OF SECURITIES

     Section 15.1. Purposes for Which Meetings May Be Called.
                   ------------------------------------------

     A meeting of Holders of Securities of any series may be called at any time
and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

     Section 15.2. Call, Notice and Place of Meetings.
                   -----------------------------------

          (1) The Trustee may at any time call a meeting of Holders of
     Securities of any series for any purpose specified in Section 15.1, to be
     held at such time and at such place in the Borough of Manhattan, The City
     of New York, or, if Securities of such series have been issued in whole or
     in part as Bearer Securities, in London or in such place outside the United
     States as the Trustee shall determine. Notice of every meeting of Holders
     of Securities of any series, setting forth the time and the place of such
     meeting and in general terms the action proposed to be taken at such
     meeting, shall be given, in the manner provided in Section 1.6, not less
     than 21 nor more than 180 days prior to the date fixed for the meeting.

          (2) In case at any time the Company (by or pursuant to a Board
     Resolution) or the Holders of at least 10% in principal amount of the
     Outstanding Securities of any series shall have requested the Trustee to
     call a meeting of the Holders of Securities of such series for any purpose
     specified in Section 15.1, by written request setting forth in reasonable
     detail the action proposed to be taken at the meeting, and the Trustee
     shall not have mailed notice of or made the first publication of the notice
     of such meeting within 21 days after receipt of such request (whichever
     shall be required pursuant to Section 1.6) or shall not thereafter proceed
     to cause the meeting to be held as provided herein, then the Company or the
     Holders of Securities of such series in the amount above specified, as the
     case may be, may determine the time and the place in the Borough of
     Manhattan, The City of New York, or, if Securities of such series are to be
     issued as Bearer Securities, in London for such meeting and may call such
     meeting for such purposes by giving notice thereof as provided in clause
     (1) of this Section.


                                      -76-

<PAGE>


     Section 15.3. Persons Entitled to Vote at Meetings.
                   -------------------------------------

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

     Section 15.4. Quorum; Action.
                   ---------------

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series which shall constitute a quorum.

     Except as limited by the proviso to Section 9.2, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

     Section 15.5. Determination of Voting Rights; Conduct and Adjournment of
                   ----------------------------------------------------------
Meetings.
---------

          (1) Notwithstanding any other provisions of this Indenture, the
     Trustee may make such reasonable regulations as it may deem advisable for
     any meeting of Holders of


                                      -77-

<PAGE>


     Securities of such series in regard to proof of the holding of Securities
     of such series and of the appointment of proxies and in regard to the
     appointment and duties of inspectors of votes, the submission and
     examination of proxies, certificates and other evidence of the right to
     vote, and such other matters concerning the conduct of the meeting as it
     shall deem appropriate. Except as otherwise permitted or required by any
     such regulations, the holding of Securities shall be proved in the manner
     specified in Section 1.4 and the appointment of any proxy shall be proved
     in the manner specified in Section 1.4 or by having the signature of the
     person executing the proxy witnessed or guaranteed by any trust company,
     bank or banker authorized by Section 1.4 to certify to the holding of
     Bearer Securities. Such regulations may provide that written instruments
     appointing proxies, regular on their face, may be presumed valid and
     genuine without the proof specified in Section 1.4 or other proof.

          (2) The Trustee shall, by an instrument in writing, appoint a
     temporary chairman of the meeting, unless the meeting shall have been
     called by the Company or by Holders of Securities as provided in Section
     15.2(1), in which case the Company or the Holders of Securities of the
     series calling the meeting, as the case may be, shall in like manner
     appoint a temporary chairman. A permanent chairman and a permanent
     secretary of the meeting shall be elected by vote of the Persons entitled
     to vote a majority in principal amount of the Outstanding Securities of
     such series represented at the meeting.

          (3) At any meeting, each Holder of a Security of such series or proxy
     shall be entitled to one vote for each $1,000 principal amount of
     Securities of such series held or represented by him; provided, however,
     that no vote shall be cast or counted at any meeting in respect of any
     Security challenged as not Outstanding and ruled by the chairman of the
     meeting to be not Outstanding. The chairman of the meeting shall have no
     right to vote, except as a Holder of a Security of such series or proxy.

          (4) Any meeting of Holders of Securities of any series duly called
     pursuant to Section 15.2 at which a quorum is present may be adjourned from
     time to time by Persons entitled to vote a majority in principal amount of
     the Outstanding Securities of such series represented at the meeting; and
     the meeting may be held as so adjourned without further notice.

     Section 15.6. Counting Votes and Recording Action of Meetings.
                   ------------------------------------------------

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and


                                      -78-

<PAGE>


showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.



                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -79-

<PAGE>


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


                                        W. R. BERKLEY CORPORATION

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


                                        THE BANK OF NEW YORK, as Trustee

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


                                      -80-