Exhibit 4.2

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                                  VIACOM INC.,

                                     Issuer


                                       and


                           VIACOM INTERNATIONAL INC.,

                                    Guarantor

                                       and


                              THE BANK OF NEW YORK,

                                     Trustee

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

                                    Indenture

                                   Dated as of

                                  June 22, 2001

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

                           Providing for the Issuance

                                       of

                             Senior Debt Securities



<PAGE>



           Reconciliation and tie between Trust Indenture Act of 1939
                          and Indenture, dated as of .

     Trust Indenture Act                                       Indenture
           Section                                              Section
         ss. 310    (a)(1)...............................    607(a)
                    (a)(2)...............................    607(a)
                    (b)                                      607(b), 609
         ss. 312    (c) .................................    701
         ss. 314    (a) .................................    704
                    (a)(4)...............................    1008(a)
                    (c)(1)...............................    102
                    (c)(2)...............................    102
                    (e) .................................    102
         ss. 315    (b)                                      601
         ss. 316    (a) (last sentence)..................    101 ("Outstanding")
                    (a)(1)(A)............................    502, 512
                    (a)(1)(B)............................    513
                    (b)                                      508
         ss. 317    (a)(1)...............................    503
                    (a)(2)...............................    504
         ss.318     (a) .................................    111
                    (c) .................................    111
















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

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

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.......................................................1
SECTION 102. Compliance Certificates and Opinions.............................12
SECTION 103. Form of Documents Delivered to Trustee...........................13
SECTION 104. Acts of Holders..................................................14
SECTION 105. Notices, etc., to Trustee, Company or Guarantor..................15
SECTION 106. Notice to Holders; Waiver........................................16
SECTION 107. Effect of Headings and Table of Contents.........................17
SECTION 108. Successors and Assigns...........................................17
SECTION 109. Separability Clause..............................................17
SECTION 110. Benefits of Indenture............................................17
SECTION 111. Governing Law....................................................17
SECTION 112. Legal Holidays...................................................17
SECTION 113. Submission to Jurisdiction.......................................17

                                   ARTICLE TWO

                                SECURITIES FORMS

SECTION 201. Forms of Securities..............................................18
SECTION 202. Form of Trustee's Certificate of Authentication..................18
SECTION 203. Securities Issuable in Global Form...............................19

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.............................20
SECTION 302. Denominations....................................................24
SECTION 303. Execution, Authentication, Delivery and Dating...................24
SECTION 304. Temporary Securities.............................................27
SECTION 305. Registration, Registration of Transfer and Exchange..............29
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities and Coupons.....32
SECTION 307. Payment of Interest; Interest Rights Preserved;
             Optional Interest Reset..........................................33
SECTION 308. Optional Extension of Maturity...................................36
SECTION 309. Persons Deemed Owners............................................37
SECTION 310. Cancellation.....................................................38
SECTION 311. Computation of Interest..........................................38
SECTION 312. Currency and Manner of Payments in Respect of Securities.........38
SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent.....42
SECTION 314. CUSIP Numbers....................................................42
<PAGE>


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture..........................43
SECTION 402. Application of Trust Funds.......................................45

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default................................................45
SECTION 502. Acceleration of Maturity; Rescission and Annulment...............46
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee..47
SECTION 504. Trustee May File Proofs of Claim.................................48
SECTION 505. Trustee May Enforce Claims Without Possession of Securities
             or Coupons.......................................................49
SECTION 506. Application of Money Collected...................................49
SECTION 507. Limitation on Suits..............................................49
SECTION 508. Unconditional Right of Holders to Receive Principal,
             Premium and Interest.............................................50
SECTION 509. Restoration of Rights and Remedies...............................50
SECTION 510. Rights and Remedies Cumulative...................................50
SECTION 511. Delay or Omission Not Waiver.....................................51
SECTION 512. Control by Holders of Securities.................................51
SECTION 513. Waiver of Past Defaults..........................................51
SECTION 514. Waiver of Stay or Extension Laws.................................51

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Notice of Defaults...............................................52
SECTION 602. Certain Rights of Trustee........................................52
SECTION 603. Not Responsible for Recitals or Issuance of Securities...........53
SECTION 604. May Hold Securities..............................................54
SECTION 605. Money Held in Trust..............................................54
SECTION 606. Compensation and Reimbursement and Indemnification of Trustee....54
SECTION 607. Corporate Trustee Required; Eligibility..........................55
SECTION 608. Disqualification; Conflicting Interests..........................55
SECTION 609. Resignation and Removal; Appointment of Successor................55
SECTION 610. Acceptance of Appointment by Successor...........................56
SECTION 611. Merger, Conversion, Consolidation or Succession to Business......58
SECTION 612. Appointment of Authenticating Agent..............................58

                                       ii
<PAGE>

                                  ARTICLE SEVEN

                          HOLDERS' LISTS AND REPORTS BY
                         TRUSTEE, COMPANY AND GUARANTOR

SECTION 701. Disclosure of Names and Addresses of Holders.....................60
SECTION 702. Preservation of Information; Communications to Holders...........60
SECTION 703. Reports by Trustee...............................................60
SECTION 704. Reports by Company and Guarantor.................................61
SECTION 705. Calculation of Original Issue Discount...........................61

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company and Guarantor May Consolidate, etc. Only on
             Certain Terms....................................................61
SECTION 802. Successor Person Substituted.....................................62

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders...............62
SECTION 902. Supplemental Indentures with Consent of Holders..................64
SECTION 903. Execution of Supplemental Indentures.............................65
SECTION 904. Effect of Supplemental Indentures................................65
SECTION 905. Conformity with Trust Indenture Act..............................66
SECTION 906. Reference in Securities to Supplemental Indentures...............66

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium, if Any, and Interest.............66
SECTION 1002. Maintenance of Office or Agency.................................66
SECTION 1003. Money for Security Payments to Be Held in Trust.................68
SECTION 1004. Corporate Existence.............................................70
SECTION 1005. Maintenance of Principal Properties.............................70
SECTION 1006. Payment of Taxes and Other Claims...............................70
SECTION 1007. Additional Amounts..............................................70
SECTION 1008. Compliance Certificate..........................................71
SECTION 1009. Waiver of Certain Covenants.....................................71
SECTION 1010. Limitations on Liens............................................72
SECTION 1011. Limitations on Sale and Leaseback Transactions..................72

                                      iii
<PAGE>


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article........................................73
SECTION 1102. Election to Redeem; Notice to Trustee...........................73
SECTION 1103. Selection by Trustee of Securities to Be Redeemed...............73
SECTION 1104. Notice of Redemption............................................73
SECTION 1105. Deposit of Redemption Price.....................................75
SECTION 1106. Securities Payable on Redemption Date...........................75
SECTION 1107. Securities Redeemed in Part.....................................76

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. Applicability of Article........................................76
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities...........78
SECTION 1203. Redemption of Securities for Sinking Fund.......................78

                                ARTICLE THIRTEEN

                                   GUARANTEES

SECTION 1301. Guarantees......................................................78
SECTION 1302. Execution and Delivery of Guarantees............................80
SECTION 1303. Limitation of Guarantor's Liability.............................80

                                ARTICLE FOURTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1401. Applicability of Article........................................80
SECTION 1402. Repayment of Securities.........................................81
SECTION 1403. Exercise of Option..............................................81
SECTION 1404. When Securities Presented for Repayment Become Due and Payable..81
SECTION 1405. Securities Repaid in Part.......................................83

                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. Company's Option to Effect Defeasance or Covenant Defeasance....83
SECTION 1502. Defeasance and Discharge........................................83
SECTION 1503. Covenant Defeasance.............................................84
SECTION 1504. Conditions to Defeasance or Covenant Defeasance.................84
SECTION 1505. Deposited Money and Government Obligations to Be Held in
              Trust; Other Miscellaneous Provisions...........................86

                                       iv
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SECTION 1506. Reinstatement...................................................86

                                 ARTICLE SIXTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1601. Purposes for Which Meetings May Be Called.......................87
SECTION 1602. Call, Notice and Place of Meetings..............................87
SECTION 1603. Persons Entitled to Vote at Meetings............................87
SECTION 1604. Quorum; Action..................................................88
SECTION 1605. Determination of Voting Rights; Conduct and
              Adjournment of Meetings.........................................89
SECTION 1606. Counting Votes and Recording Action of Meetings.................89


ACKNOWLEDGMENTS
EXHIBIT A - FORMS OF CERTIFICATION

                                       v
<PAGE>


         INDENTURE, dated as of June 22, 2001, between VIACOM INC., a Delaware
corporation (the "Company"), having its principal office at 1515 Broadway, New
York, New York 10036, VIACOM INTERNATIONAL INC., a Delaware corporation (the
"Guarantor"), having its principal office at 1515 Broadway, New York, New York
10036, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the
"Trustee"), having its Corporate Trust Office at 101 Barclay Street, New York,
New York 10286.

                    RECITALS OF THE COMPANY AND THE GUARANTOR

         The Company deems it necessary to issue from time to time senior debt
securities (the "Securities") evidencing its unsecured and unsubordinated
indebtedness, which may or may not be convertible into or exchangeable for any
securities of any Person (including the Company) and which may or may not be
guaranteed by the Guarantor, and has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the
Securities, to be issued in one or more series, unlimited as to principal
amount, to bear such rates of interest, to mature at such times and to have such
other provisions as provided in this Indenture.

         The Guarantor desires with respect to Securities of certain series
issued under this Indenture to make the Guarantees provided for herein.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended (the "TIA"), that are required to be part of this Indenture
and shall, to the extent applicable, be governed by such provisions.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 101. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular and, pursuant to Section 301, any such item may, with respect
         to any particular series of Securities, be amended, or modified or
         specified as being inapplicable;
<PAGE>


                  (2) all other terms used herein which are defined in the TIA,
         either directly or by reference therein, have the meanings assigned to
         them therein, and the terms "cash transaction" and "self-liquidating
         paper", as used in TIA Section 311, shall have the meanings assigned to
         them in the rules of the Commission adopted under the TIA;

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

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

         Certain terms, used principally in Article Three, Article Five and
Article Ten, are defined in those Articles.

         "Act", when used with respect to any Holder of a Security, has the
meaning specified in Section 104.

         "Additional Amounts" has the meaning specified in Section 1007.

         "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 meanings correlative to the
foregoing.

         "Agent" means any Security Registrar, co-Registrar, Paying Agent or
Authenticating Agent.

         "Attributable Debt" means, with regard to a Sale and Leaseback
Transaction with respect to any Principal Property, the lesser of: (a) the fair
market value of such property (as determined in good faith by the Board of
Directors of the Company); or (b) the present value of the total net amount of
rent required to be paid under such lease during the remaining term thereof
(including any period for which such lease has been extended and excluding any
unexercised renewal or other extension options exercisable by the lessee, and
excluding amounts on account of maintenance and repairs, services, taxes and
similar charges and contingent rents), discounted at the rate of interest set
forth or implicit in the terms of such lease (or, if not practicable to
determine such rate, the weighted average interest rate per annum borne by the
Securities of the applicable series then Outstanding) compounded semi-annually.
In the case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall be the lesser of the net amount determined
assuming termination upon the first date such lease may be terminated (in which
case the net amount shall also include the amount of the penalty,

                                       2
<PAGE>


but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated) or the net
amount determined assuming no such termination.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 612 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Authorized Newspaper" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
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 on the same or on different days of the week, in the
same or in different newspapers, in the same city meeting the foregoing
requirements and in each case on any Business Day.

         "Bearer Security" means any Security except a Registered Security.

         "Board of Directors" means the board of directors of the Company or the
Guarantor, as the case may be, or any committee of that board duly authorized to
act hereunder.

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

         "Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or other particular
location are authorized or obligated by law or executive order to close.

         "Capitalized Lease" means any obligation of a Person to pay rent or
other amounts incurred with respect to real property or equipment acquired or
leased by such Person and used in its business that is required to be recorded
as a capital lease in accordance with generally accepted accounting principles
consistently applied as in effect from time to time.

         "Clearstream" means Clearstream Banking, societe anonyme, or its
successor.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
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 Depositary" has the meaning specified in Section 304.

                                       3
<PAGE>


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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by one Officer of the Company and delivered to
the Trustee.

         "Conversion Date" has the meaning specified in Section 312(d).

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

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

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

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

         "Currency" means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the ECU, issued
by the government of one or more countries or by any reorganized confederation
or association of such governments.

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

         "Default Amount" has the meaning specified in Section 502.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Depositary" means, as applicable, either the U.S. Depositary or the
Common Depositary.

         "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

         "ECU" means the European Currency Unit as defined and revised from time
to time by the Council of the European Communities.

         "Election Date" has the meaning specified in Section 312(h).

                                       4
<PAGE>

         "Euro Security" means any Bearer Security, any Security initially
represented by a Security in temporary global form exchangeable for Bearer
Securities and any Security in permanent global form exchangeable for Bearer
Securities.

         "Euroclear" means Euroclear Bank S.A./N.V., a bank incorporated under
the laws of the Kingdom of Belgium as the operator of the Euroclear System, or
its successor as operator of the Euroclear System.

         "European Communities" means the European Union, the European Coal and
Steel Community and the European Atomic Energy Community.

         "European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

         "Event of Default" has the meaning specified in Article Five.

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

         "Exchange Date" has the meaning specified in Section 304.

         "Exchange Rate Agent", with respect to Securities of or within any
series, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank designated pursuant to
Section 301 or Section 313.

         "Exchange Rate Officer's Certificate" means a certificate setting forth
(i) the applicable Market Exchange Rate or the applicable bid quotation and (ii)
the Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section
302 in the relevant Currency), payable with respect to a Security of any series
on the basis of such Market Exchange Rate or the applicable bid quotation signed
by the Treasurer, any Vice President or any Assistant Treasurer of the Company.

         "Foreign Currency" means any Currency, including, without limitation,
the ECU 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 government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged 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 government which issued the Foreign
Currency in which the Securities of such series are payable, the timely payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America or such other government, which, in either case,
are not callable or redeemable at the option of the issuer 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 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

                                       5
<PAGE>


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 the
Government Obligation evidenced by such depository receipt.

         "Guarantee" means any Guarantee of the Guarantor endorsed on a Security
authenticated and delivered pursuant to this Indenture and shall include the
Guarantees set forth in Section 1301.

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

         "Guarantor Obligations" shall have the meaning provided in Section
1301.

         "Guarantor Request" or "Guarantor Order" means a written request or
order signed in the name of the Guarantor by one Officer of the Guarantor, and
delivered to the Trustee.

         "Holder" means, in the case of a Registered Security, the Person in
whose name the Security is registered in the Security Register and, in the case
of a Bearer Security, the bearer thereof and, when used with respect to any
coupon, means the bearer thereof.

         "Indebtedness" of any Person means, without duplication, (i) any
obligation of such Person for money borrowed, (ii) any obligation of such Person
evidenced by bonds, debentures, notes, or other similar instruments, (iii) any
reimbursement obligation of such Person in respect of letters of credit or other
similar instruments which support financial obligations which would otherwise
become Indebtedness, (iv) any obligation of such Person under Capitalized Leases
(other than in respect of (x) telecommunications equipment including, without
limitation, satellite transponders, and (y) theme park equipment and
attractions) and (v) any obligation of any third party to the extent secured by
a Lien on the assets of such Person; provided, however, that "Indebtedness" of
such Person shall not include any obligation of such Person (i) to any
Subsidiary of such Person or to any Person with respect to which such Person is
a Subsidiary or (ii) specifically with respect to the production, distribution
or acquisition of motion pictures or other programming rights, talent or
publishing rights. When used with respect to the Company, the term
"Indebtedness" also includes any obligation of the Guarantor specified in
clauses (i) through (v) above to the extent that said Indebtedness is Guaranteed
by the Company.

         "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof

                                       6
<PAGE>


and shall include the terms of the or those particular series of Securities for
which such Person is Trustee established as contemplated by Section 301,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as
such Trustee, was not a party.

         "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1007, includes such
Additional Amounts.

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

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

         "Market Exchange Rate" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, (i) for any conversion involving a
currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 301 for the
Securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or other principal market for such currency or currency unit
in question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments in respect of such
securities.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or

                                       7
<PAGE>


herein provided, whether at the Stated Maturity or by declaration of
acceleration, notice of redemption, notice of option to elect repayment, notice
of exchange or conversion, or otherwise.

         "non-United States Person" means a Person who is not a United States
Person.

         "Notice of Default" shall have the meaning provided in Section 501.

         "Officer" means the Chairman of the Board, the Chief Executive Officer,
the Chief Operating Officer, the Chief Financial Officer, the President, any
Vice President, the Treasurer, the Secretary, any Assistant Secretary or the
Controller of the Company or the Guarantor, as the case may be.

         "Officer's Certificate" means a certificate signed by any Officer of
the Company or the Guarantor, as the case may be, in his or her capacity as such
Officer and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or the Guarantor, as the case may be, or who may be an
employee of or other counsel for the Company or the Guarantor.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

                  (ii) Securities, or portions thereof, for whose payment or
         redemption or repayment at the option of the Holder money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company or the Guarantor) in trust or set
         aside and segregated in trust by the Company or the Guarantor (if the
         Company or the Guarantor, as the case may be, 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;

                  (iii) Securities, except to the extent provided in Sections
         1502 and 1503, with respect to which the Company has effected
         defeasance and/or covenant defeasance as provided in Article Fifteen;
         and

                  (iv) Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been

                                       8
<PAGE>


         presented to the Trustee proof satisfactory to it that such Securities
         are held by a bona fide purchaser in whose hands such Securities are
         valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date of original issuance of such
Security in accordance with Section 301 hereof, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(i) above) of such Security and (iii) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver or upon any such determination as to the
presence of a quorum, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

         "Participant" means a Person who has an account with a Depositary.

         "Paying Agent" means any Person (including the Company or the Guarantor
acting as Paying Agent) authorized by the Company to pay the principal of (or
premium, if any) or interest, if any, on any Securities or coupons on behalf of
the Company.

         "Periodic Offering" means an offering of a Securities of a series from
time to time the specific terms of which Securities, including, without
limitation, the rate or rates of interest or formula for determining the rate or
rates of interest thereon, if any, the Stated Maturity or Maturities thereof and
the redemption provisions, if any, with respect thereto, are to be determined by
the Company upon the issuance of such Securities.

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

         "Place of Payment", when used with respect to the Securities of or
within any series, means the place or places (which, in the case of Euro
Securities, shall be outside the

                                       9
<PAGE>


United States) where the principal of (and premium, if any) and interest, if
any, on such Securities are payable as specified and as contemplated by Sections
301 and 1002.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

         "Principal Property" means any parcel of real property and related
fixtures or improvements (other than telecommunications equipment, including,
without limitation, satellite transponders) owned by the Company or any
Restricted Subsidiary and located in the United States, the aggregate book value
of which on the date of determination exceeds $1.0 billion, other than any such
real property and related fixtures or improvements, which, as determined in good
faith by the Board of Directors, is not of material importance to the total
business conducted by the Company and its Subsidiaries, taken as a whole.

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

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

         "Registered Security" means any Security registered in the Security
Register.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301.

         "Repayment Date", when used with respect to any Security to be repaid
at the option of the Holder, means the date fixed for such repayment by or
pursuant to this Indenture.

         "Repayment Price", when used with respect to any Security to be repaid
at the option of the Holder, means the price at which it is to be repaid by or
pursuant to this Indenture.

         "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any Vice President, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

                                       10
<PAGE>


         "Restricted Subsidiary" means a corporation all of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more of its Subsidiaries, or by the Company and one or more of its
Subsidiaries, which is incorporated under the laws of a State of the United
States, and which owns a Principal Property.

         "Sale and Leaseback Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property which has been or is to be sold or transferred by the Company
or such Person; provided, however, that "Sale and Leaseback Transaction" shall
not include such arrangements that were existing on the date set forth in a
prospectus supplement, or at the time any Person owning a Principal Property
becomes a Restricted Subsidiary (whether by acquisition or otherwise, including
through merger or consolidation).

         "Security" or "Securities" has the meaning stated in the first recital
of this Indenture and, more particularly, means any Security or Securities
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 the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this Indenture and shall
more particularly 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 305.

         "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

         "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

         "Subsidiary" of any Person means (i) a corporation a majority of the
outstanding Voting Stock of which is at the time, directly or indirectly, owned
by such Person, by one or more Subsidiaries of such Person, or by such Person
and one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation), including, without limitation, a partnership or joint venture, in
which such Person, one or more Subsidiaries thereof, or such Person and one or
more Subsidiaries thereof, directly or indirectly, at the date of the
determination thereof, has at least majority ownership interest entitled to vote
in the election of directors, managers or trustees thereof (or other Persons
performing similar functions).

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as
in force at the date as of which this Indenture was executed, except as provided
in Section 905.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions

                                       11
<PAGE>


of this Indenture, and thereafter "Trustee" shall mean or include each Person
who is then a Trustee hereunder; provided, however, that if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean only the Trustee with respect to Securities of that
series.

         "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

         "United States Person" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, any individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia (other than a partnership that is not
treated as a United States Person under any applicable Treasury regulations),
any estate the income of which is subject to United States federal income
taxation regardless of its source, or any trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Persons have the authority to control all
substantial decisions of the trust. Notwithstanding the preceding sentence, to
the extent provided in the Treasury regulations, certain trusts in existence on
August 20, 1996, and treated as United States Persons prior to such date that
elect to continue to be treated as United States Persons, will also be United
States Persons.

         "U.S. Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more permanent
global Securities, the Person designated as U.S. Depositary by the Company
pursuant to Section 301, which must be a clearing agency registered under the
Exchange Act, and if any time there is more than one such Person, "U.S.
Depositary" as used with respect to the Securities of any series shall mean the
U.S. Depositary with respect to the Securities of such series.

         "Valuation Date" has the meaning specified in Section 312(c).

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

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

         "Yield to Maturity" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

         SECTION 102. Compliance Certificates and Opinions. Except as otherwise
expressly provided by this Indenture, upon any application or request by the
Company or the Guarantor to the Trustee to take any action under any provision
of this Indenture (other than in

                                       12
<PAGE>


connection with the delivery of any Security offered in a Periodic Offering to
the Trustee for authentication pursuant to Section 303), the Company or the
Guarantor, as the case may be, 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 is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1008) shall include:

                  (1) a statement that each 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 or
         she has made such examination or investigation as is necessary to
         enable such individual to express an informed opinion as to whether or
         not such condition or covenant has been complied with; and

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

         SECTION 103. 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 as to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

                                       13
<PAGE>


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

         SECTION 104. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities of all series or one
or more series, as the case may be, may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing. If Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by 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 Sixteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company or the Guarantor or to all of them. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and 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 1606.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his 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 that the Trustee deems reasonably
sufficient.

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

         (d) The ownership of Bearer Securities 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, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee, the Company and the Guarantor may assume that such
ownership of any Bearer Security continues until

                                       14
<PAGE>


(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The ownership of Bearer Securities may also be proved in any other
manner that the Trustee deems reasonably sufficient.

         (e) If the Company or the Guarantor shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company or the Guarantor, as the case may be,
may, at its option, in or pursuant to a Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company or the Guarantor, as the case may be, shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. 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 record at the close of
business on such record date shall be deemed to be Holders for the purposes 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 on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

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

         SECTION 105. Notices, etc., to Trustee, Company or Guarantor. Any
request, demand, authorization, direction, notice, consent, waiver or 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 by the Company or the
         Guarantor shall be sufficient for every purpose hereunder if made,
         given, furnished, filed or mailed, first class postage prepaid, in
         writing to or with the Trustee at its Corporate Trust Office, or

                  (2) the Company or the Guarantor by the Trustee or by 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 or the Guarantor, as the
         case may be, addressed to it at the address of its principal office
         specified in the first paragraph of this Indenture, to the attention of
         its Secretary, or at any other address

                                       15
<PAGE>


         previously furnished in writing to the Trustee by the Company or the
         Guarantor, as the case may be.

         SECTION 106. Notice to Holders; Waiver. Except as otherwise expressly
provided herein or otherwise specified with respect to any Securities pursuant
to Section 301, where this Indenture provides for notice of any event to Holders
of Registered Securities by the Company, the Guarantor or the Trustee, such
notice shall be sufficiently given if in writing and mailed, first-class postage
prepaid, to each such Holder 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. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

         If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice to Holders of Registered Securities by mail, then such notification to
Holders of Registered Securities as shall be made with the approval of the
Trustee shall constitute a sufficient notification to such Holders for every
purpose hereunder. In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder 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.

         Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in The City
of New York and in such other city or cities as may be specified in such
Securities on a Business Day, such publication to be not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.

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

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

                                       16
<PAGE>


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

         SECTION 107. 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 108. 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 109. Separability Clause. In case any provision in this
Indenture or in any Security, any Guarantee or 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 110. Benefits of Indenture. Nothing in this Indenture or in the
Securities, the Guarantees or coupons, 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 any
benefit or any legal or equitable right, remedy or claim under this Indenture.

         SECTION 111. Governing Law. This Indenture, the Securities, the coupons
and, if issued, the Guarantees, shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of laws. This Indenture is subject to the provisions of the Trust
Indenture Act that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions.

         SECTION 112. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section),
payment of principal (or premium, if any) or interest, if any, need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund
payment date, or at the Stated Maturity or Maturity; provided that no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.

         SECTION 113. Submission to Jurisdiction. The Company and, if any
Guarantees are issued and, the Guarantor, each hereby irrevocably submit to the
non-exclusive jurisdiction of any New York state or federal court sitting in The
City of New York in any action or proceeding arising out of or relating to the
Indenture, the Securities of any series or, with

                                       17
<PAGE>


respect to the Guarantor, the Guarantees, and the Company and the Guarantor
hereby irrevocably agree that all claims in respect of such action or proceeding
may be heard and determined in such New York state or federal court. The Company
and the Guarantor hereby irrevocably waive, to the fullest extent they may
effectively do so, the defense of an inconvenient forum to the maintenance of
such action or proceeding.

                                  ARTICLE TWO

                                SECURITIES FORMS

         SECTION 201. Forms of Securities. The Registered Securities, if any, of
each series, the Bearer Securities, if any, of each series and related coupons,
the temporary global Securities of each series, if any, and the permanent global
Securities of each series, if any, and the Guarantees, if any, to be endorsed
thereon shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant
to a Board Resolution of the Company or, in the case of the Guarantees, the
Guarantor, in accordance with Section 301, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Company or the Guarantor, as the
case may be, may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Securities may be listed, or to conform to
usage.

         Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

         The definitive Securities and coupons, if any, including the
Guarantees, if any, 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 executing such Securities, Guarantees or coupons, as evidenced by their
execution of such Securities, Guarantees or coupons.

         SECTION 202. Form of Trustee's Certificate of Authentication. Subject
to Section 612, 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 Officer

                                       18
<PAGE>


         SECTION 203. Securities Issuable in Global Form. If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee or the Security
Registrar in such manner and upon instructions given by such Person or Persons
as shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee or the Security Registrar shall
deliver and redeliver 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 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement, delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

         The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee or the
Security Registrar the Security in global form together with written
instructions (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount
of Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303.

         Notwithstanding the provisions of Section 201 and Section 307, unless
otherwise specified as contemplated by Section 301, payment of principal of (and
premium, if any) and interest, if any, on any Security in permanent global form
shall be made to the Person or Persons specified therein.

         Notwithstanding the provisions of Section 309 and except as provided in
the preceding paragraph, the Company, the Guarantor (if Guarantees are issued),
the Trustee and any agent of the Company, the Guarantor (if Guarantees are
issued), and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.

                                       19
<PAGE>


                                 ARTICLE THREE

                                 THE SECURITIES

         SECTION 301. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities shall rank equally and pari passu and may be issued in
one or more series. There shall be established in one or more Board Resolutions
or pursuant to authority granted by one or more Board Resolutions and, subject
to Section 303, set forth, or determined in the manner provided, in an Officer's
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1), (2)
and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906, 1107
         or 1405) and except for any Securities which, pursuant to Section 303,
         are deemed never to have been authenticated and delivered hereunder);

                  (3) the date or dates, or the method by which such date or
         dates will be determined or extended, on which the principal of the
         Securities of the series shall be payable;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method by which such rate or rates
         shall be determined, the date or dates from which any such interest
         shall accrue or the method by which any such date or dates shall be
         determined, the Interest Payment Dates on which any such interest will
         be payable and the Regular Record Date, if any, for any interest
         payable on any Registered Security on any Interest Payment Date, or the
         method by which such date or dates shall be determined, and the basis
         upon which such interest shall be calculated if other than that of a
         360-day year of twelve 30-day months;

                  (5) the place or places, if any, other than or in addition to
         the Borough of Manhattan, The City of New York, where the principal of
         (and premium, if any) and interest, if any, on Securities of the series
         shall be payable (which in the case of Euro Securities shall be outside
         the United States), any Registered Securities of the series may be
         surrendered for registration of transfer, Securities of the series may
         be surrendered for exchange, where Securities of that series that are
         convertible or exchangeable may be surrendered for conversion or
         exchange, as applicable, and, if different than the location

                                       20
<PAGE>


         specified in Section 105, the place or places where notices or demands
         to or upon the Company or, if applicable, the Guarantor in respect of
         the Securities of the series and this Indenture may be served;

                  (6) the period or periods within which, the price or prices at
         which, the Currency or Currencies in which, and other terms and
         conditions upon which Securities, of the series may be redeemed, in
         whole or in part, at the option of the Company, if the Company is to
         have that option;

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

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

                  (9) if other than the Trustee, the identity of each Security
         Registrar and/or Paying Agent;

                  (10) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series that shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502, upon redemption of the Securities of the
         series which are redeemable before their Stated Maturity, upon
         surrender for repayment at the option of the Holder, or which the
         Trustee shall be entitled to claim pursuant to Section 504 or the
         method by which such portion shall be determined;

                  (11) if other than Dollar, the Currency or Currencies in which
         payment of the principal of (or premium, if any) or interest, if any,
         on the Securities of the series shall be made or in which the
         Securities of the series shall be denominated and the particular
         provisions applicable thereto in accordance with, in addition to or in
         lieu of any of the provisions of Section 312;

                  (12) whether the amount of payments of principal of (or
         premium, if any) or interest, if any, on the Securities of the series
         may be determined with reference to an index, formula or other method
         (which index, formula or method may be based, without limitation, on
         one or more Currencies, commodities, equity indices or other indices),
         and the manner in which such amounts shall be determined;

                  (13) whether the principal of (or premium, if any) or
         interest, if any, on the Securities of the series are to be payable, at
         the election of the Company or a Holder thereof, in one or more
         Currencies, other than that in which such Securities are denominated or
         stated to be payable, the period or periods within which (including the
         Election Date), and the terms and conditions upon which, such election
         may be made,

                                       21
<PAGE>


         and the time and manner of determining the exchange rate between the
         Currency or Currencies in which such Securities are denominated or
         stated to be payable and the Currency or Currencies in which such
         Securities are to be paid, in each case in accordance with, in addition
         to or in lieu of any of the provisions of Section 312;

                  (14) provisions, if any, granting special rights to the
         Holders of Securities of the series upon the occurrence of such events
         as may be specified;

                  (15) any deletions from, modifications of or additions to the
         Events of Default or covenants (including any deletions from,
         modifications of or additions to any of the provisions of Section 1009)
         of the Company or, if applicable, the Guarantor with respect to
         Securities of the series, whether or not such Events of Default or
         covenants are consistent with the Events of Default or covenants set
         forth herein;

                  (16) whether Securities of the series are to be issuable as
         Registered Securities, Bearer Securities (with or without coupons) or
         both, any restrictions applicable to the offer, sale or delivery of
         Bearer Securities and the terms upon which Bearer Securities of the
         series may be exchanged for Registered Securities of the series and
         vice versa (if permitted by applicable laws and regulations), whether
         any Securities of the series are to be issuable initially in temporary
         global form with or without coupons and whether any Securities of the
         series are to be issuable in permanent global form with or without
         coupons and, if so, whether beneficial owners of interests in any such
         permanent global Security may exchange such interests for Securities of
         such series and of like tenor of any authorized form and denomination
         and the circumstances under which any such exchanges may occur, if
         other than in the manner provided in Section 305, whether Registered
         Securities of the series may be exchanged for Bearer Securities of the
         series (if permitted by applicable laws and regulations), whether
         Bearer Securities of the series may be exchanged for Registered
         Securities of the series, and the circumstances under which and the
         place or places where such exchanges may be made and if Securities of
         the series are to be issuable as a global Security, the identity of the
         depository for such series;

                  (17) the date as of which any Bearer Securities of the series
         and any temporary global Security representing Outstanding Securities
         of the series shall be dated if other than the date of original
         issuance of the first Security of the series to be issued;

                  (18) the Person to whom any interest on any Registered
         Security of the series shall be payable, if other than the Person in
         whose name such Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, the manner in which, or the Person to whom, any interest on
         any Bearer Security of the series shall be payable, if otherwise than
         upon presentation and surrender of the coupons appertaining thereto as
         they severally mature, the extent to which, or the manner in which, any
         interest payable on a temporary global Security on an Interest Payment
         Date will be paid if other than in the manner provided in Section 304;
         and the extent to which, or the manner in which, any interest payable
         on a permanent global Security on an Interest Payment Date will be paid
         if other than in the manner provided in Section 307;

                                       22
<PAGE>


                  (19) the applicability, if any, of Sections 1502 and/or 1503
         to the Securities of the series and any provisions in modification of,
         in addition to or in lieu of any of the provisions of Article Fifteen;

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

                  (21) whether, under what circumstances and the Currency in
         which, the Company will pay Additional Amounts as contemplated by
         Section 1007 on the Securities of the series to any Holder who is a
         non-United States Person (including any modification to the definition
         of such term) in respect of any tax, assessment or governmental charge
         and, if so, whether the Company will have the option to redeem such
         Securities rather than pay such Additional Amounts (and the terms of
         any such option);

                  (22) the designation of the initial Exchange Rate Agent, if
         any;

                  (23) if the Securities of the series are to be issued upon the
         exercise of warrants, the time, manner and place for such Securities to
         be authenticated and delivered;

                  (24) if the Securities of the series are to be convertible
         into or exchangeable for any securities of any Person (including the
         Company), the terms and conditions upon which such Securities will be
         so convertible or exchangeable;

                  (25) if Securities of or within the series are to be
         Guaranteed by the Guarantor and any modification of the terms of the
         Guarantees as set forth in Article Thirteen hereof; and

                  (26) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture or the requirements
         of the Trust Indenture Act) at which the Securities will be issued and
         any modification of the definitions set forth herein.

         All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to the Board Resolution referred to above (subject to
Section 303) and set forth in the Officer's Certificate referred to above or in
any such indenture supplemental hereto. Not all Securities of any one series
need be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

         If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the

                                       23
<PAGE>


Trustee at or prior to the delivery of the Officer's Certificate setting forth
the terms of the Securities of such series.

         With respect to Securities of a series offered in a Periodic Offering,
the Board Resolution (or action taken pursuant thereto), Officer's Certificate
or supplemental indenture referred to above may provide general terms or
parameter for Securities of such series and provide either that the specific
terms of particular Securities of such series shall be specified in a Company
Order or that such terms shall be determined by the Company in accordance with
other procedures specified in a Company Order as contemplated by the third
paragraph of Section 303.

         SECTION 302. Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued in
global form (which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.

         SECTION 303. Execution, Authentication, Delivery and Dating. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, or its President or one of its
Executive Vice Presidents or Vice Presidents or by its Treasurer or one of its
Assistant Treasurers, and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities or coupons
may be manual or facsimile signatures of the present or any future such
authorized officer and may be imprinted or otherwise reproduced on the
Securities.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Company and (if Securities of
such series were specified as contemplated by Section 301 to be Guaranteed by
the Guarantor) having endorsed thereon Guarantees duly executed by the
Guarantor, to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities; provided, however, that, in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Company or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified by or pursuant to a Company Order
delivered to the Trustee prior to the time of the first authentication of
Securities of such series; provided

                                       24
<PAGE>


further, however, that, in connection with its original issuance, no Euro
Security shall be mailed or otherwise delivered to any location in the United
States; and provided further that, unless otherwise specified with respect to
any series of Securities pursuant to Section 301, a Euro Security (other than a
Security in temporary global form) may be delivered in connection with its
original issuance only if the Person entitled to physical delivery of such Euro
Security (which, in case of a Euro Security to be received in exchange for all
or a portion of a Security in temporary global form, shall be the account holder
with Euroclear or Clearstream to whose account all or such portion of such
Security in temporary global form has been credited) shall have furnished a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date. If any Security shall be represented by a
permanent global Security, then, for purposes of this Section and Section 304,
the notation of a beneficial owner's interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary global Security shall
be deemed to be physical delivery in connection with its original issuance of
such beneficial owner's interest in such permanent global Security. Except as
permitted by Section 306, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and cancelled. If not all the Securities of any series are to be
issued at one time and if the Board Resolution or supplemental indenture
establishing such series shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such Securities and
determining the terms of particular Securities of such series, such as interest
rate, maturity date, date of issuance and date from which interest shall accrue.
In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be
fully protected in relying upon an Opinion of Counsel stating,

                  (a) that the form or forms of such Securities and any such
         Guarantees to be endorsed thereon and any coupons have been established
         in conformity with the provisions of this Indenture;

                  (b) that the terms of such Securities and any coupons have
         been, or in the case of Securities of a series offered in a Periodic
         Offering, will be, established in conformity with the provisions of
         this Indenture, subject, in the case of Securities of a series offered
         in a Periodic Offering, to any conditions specified in such Opinion of
         Counsel; and

                  (c) that such Securities, together with any Guarantees
         endorsed thereon and any coupons appertaining thereto, when completed
         by appropriate insertions and executed and delivered by the Company to
         the Trustee for authentication in accordance with this Indenture,
         authenticated and delivered by the Trustee in accordance with this
         Indenture and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute legal,
         valid and binding obligations of the Company and the Guarantor,
         respectively, enforceable in accordance with their terms, subject to
         applicable bankruptcy, insolvency, reorganization and other similar
         laws of general applicability relating to or affecting the enforcement
         of creditors' rights, to general equitable principles and to such other
         qualifications as such counsel shall

                                       25
<PAGE>


         conclude do not materially affect the rights of Holders of such
         Securities, such Guarantees and any coupons.

         Notwithstanding the provisions of Section 301 and the two preceding
paragraphs, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officer's Certificate otherwise
required pursuant to Section 301 or the Company Order, Opinion of Counsel or
Officer's Certificate otherwise required pursuant to such preceding paragraphs
at the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

         If such form or terms have been so established, the Trustee shall not
be required to authenticate and deliver such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties, obligations or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.
Notwithstanding the generality of the foregoing, the Trustee will not be
required to authenticate Securities denominated in a Foreign Currency if the
Trustee reasonably believes that it would be unable to perform its duties with
respect to such Securities.

         With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities or as to the authorization by the Guarantor of any Guarantee endorsed
thereon, the form and terms thereof and the legality, validity, binding effect
and enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Section 201 and 301 and this Section, as applicable, in
connection with the first authentication of Securities of such series.

         Each Registered Security shall be dated the date of its authentication
and each Bearer Security shall be dated as of the date specified as contemplated
by Section 301.

         No Security, no Guarantee endorsed thereon or coupon shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security or Security to which such coupon
appertains a certificate of authentication substantially in the form provided
for herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture. The
delivery of any Security by the Trustee after the authentication thereof
hereunder shall constitute due delivery of any Guarantee endorsed thereon on
behalf of the Guarantor. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

                                       26
<PAGE>


         SECTION 304. Temporary Securities. (a) Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities 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 and, if applicable, having endorsed thereon
Guarantees duly executed by the Guarantor substantially of the tenor of the
definitive Guarantees, in registered form, or, if authorized, in bearer form
with one or more coupons or without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities, Guarantees or coupons may determine, as conclusively
evidenced by their execution of such Securities, Guarantees or coupons, as the
case may be. In the case of Securities of any series issuable as Bearer
Securities, such temporary Securities shall be delivered only in compliance with
the conditions set forth in Section 303 and may be in global form.

         Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured 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 the same series and of like
tenor of authorized denominations, having, if applicable, endorsed thereon
Guarantees duly executed by the Guarantor; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Registered
Security; and provided further, however, that a definitive Bearer Security shall
be delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in Section 303. 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.

         (b) Unless otherwise provided in or pursuant to a Board Resolution,
this Section 304(b) shall govern the exchange of temporary Securities issued in
global form. If temporary Securities of any series are issued in global form,
any such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

         Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security and, if applicable, having endorsed
thereon Guarantees duly executed by the Guarantor, executed by the Company. On
or after the Exchange Date, such temporary global Security shall be surrendered
by the Common

                                       27
<PAGE>


Depositary to the Trustee, as the Company's agent for such purpose, or to the
Security Registrar, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge, and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary global Security, an
equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such temporary
global Security to be exchanged and, if applicable, having endorsed thereon
Guarantees duly executed by the Guarantor. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer
form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary global Security held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

         Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor and, if applicable, having endorsed thereon Guarantees duly executed
by the Guarantor, following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

         Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee or the applicable Paying Agent of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture (or in such
other forms as may be established pursuant to Section 301), for credit without
further

                                       28
<PAGE>


interest on or after such Interest Payment Date to the respective accounts of
Persons who are the beneficial owners of such temporary global Security on such
Interest Payment Date and who have each delivered to Euroclear or Clearstream,
as the case may be, a certificate dated no earlier than 15 days prior to the
Interest Payment Date occurring prior to such Exchange Date in the form set
forth as Exhibit A-1 to this Indenture (or in such other forms as may be
established pursuant to Section 301). Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall
satisfy the certification requirements of the preceding two paragraphs of this
Section 304(b) and of the third paragraph of Section 303 of this Indenture and
the interests of the Persons who are the beneficial owners of the temporary
global Security with respect to which such certification was made will be
exchanged for definitive Securities of the same series and of like tenor and, if
applicable, having endorsed thereon Guarantees duly executed by the Guarantor on
the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and Clearstream and
not paid as herein provided shall be returned to the Trustee or the applicable
Paying Agent immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company.

         SECTION 305. Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee, at its
Corporate Trust Office, is hereby initially appointed "Security Registrar" for
the purpose of registering Registered Securities and transfers of Registered
Securities on such Security Register as herein provided, and for facilitating
exchanges of temporary global Securities for permanent global Securities or
definitive Securities, or both, or of permanent global Securities for definitive
Securities, or both, as herein provided. In the event that the Trustee shall
cease to be Security Registrar, it shall have the right to examine the Security
Register at all reasonable times.

         Upon surrender for registration of transfer of any Registered Security
of any series at any office or agency of the Company in a Place of Payment for
that 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, of any authorized denominations
and of a like aggregate principal amount, bearing a number not contemporaneously
outstanding and containing identical terms and provisions, and having, if
applicable, endorsed thereon Guarantees duly executed by the Guarantor.

         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denomination or

                                       29
<PAGE>


denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any Registered Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive, having, if applicable, endorsed thereon
Guarantees duly executed by the Guarantor. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities. If (but only
if) permitted by the applicable Board Resolution and (subject to Section 303)
set forth in the applicable Officer's Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301, at the option of
the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, with all unmatured coupons (except as
provided below) and with 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, any such permitted exchange
may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them, the Guarantor
and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that, except as otherwise provided in
Section 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will 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 will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

         Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive, having, if
applicable, endorsed thereon Guarantees duly executed by the Guarantor.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this

                                       30
<PAGE>


paragraph. If any beneficial owner of an interest in a permanent global Security
is entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any applicable notice
provided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest date on which
such interest may be so exchanged, the Company shall deliver to the Trustee or
the Security Registrar definitive Securities of that series in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in such permanent global Security, executed by the Company and, if
applicable, having endorsed thereon Guarantees duly executed by the Guarantor.
On or after the earliest date on which such interests may be so exchanged, in
accordance with instructions given by the Company to the Trustee or the Security
Registrar and the Common Depositary or the U.S. Depositary, as the case may be
(which instructions shall be in writing but need not comply with Section 102 or
be accompanied by an Opinion of Counsel), such permanent global Security shall
be surrendered from time to time by the Common Depositary or the U.S.
Depositary, as the case may be, or such other depositary as shall be specified
in the Company Order with respect thereto to the Trustee, as the Company's agent
for such purpose, or to the Security Registrar to be exchanged, in whole or from
time to time in part, for definitive Securities of the same series without
charge and the Trustee shall authenticate and deliver, in exchange for each
portion of such permanent global Security, an equal aggregate principal amount
of definitive Securities of the same series of authorized denominations and of
like tenor and, if applicable, having endorsed thereon Guarantees duly executed
by the Guarantor as the portion of such permanent global Security to be
exchanged which, unless the Securities of the series are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the permanent global Security shall be issuable only in
the form in which the Securities are issuable, as specified as contemplated by
Section 301, shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange for a portion of
a permanent global Security shall be mailed or otherwise delivered to any
location in the United States. Promptly following any such exchange in part,
such permanent global Security shall be returned by the Trustee or the Security
Registrar to the Common Depositary or the U.S. Depositary, as the case may be,
or such other depositary referred to above in accordance with the Company's
instructions. If a Registered Security is issued in exchange for any portion of
a permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will 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 will 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 permanent global
Security is payable in accordance with the provisions of this Indenture.

                                       31
<PAGE>


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

         Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company, the Security
Registrar or any transfer agent) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar or any transfer agent, 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 of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1405 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Security if such Security may be among those selected for
redemption during a period beginning at the opening of business 15 days before
selection of the Securities to be redeemed under Section 1103 and ending at the
close of business on (A) if such Securities are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if such Securities are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if such Securities are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the
portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption, or (iv)
to issue, register the transfer of or exchange any Security which 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 306. Mutilated, Destroyed, Lost and Stolen Securities and
Coupons. If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and principal amount, containing
identical terms and provisions having, if applicable, endorsed thereon
Guarantees duly executed by the Guarantor, and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.

         If there shall be delivered to the Company, the Guarantor (if related
Guarantees are issued) and to 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

                                       32
<PAGE>


each of them and any agent of either of them harmless, then, in the absence of
notice to the Company, the Guarantor or the Trustee that such Security or coupon
has been acquired by a bona fide purchaser, the Company shall, subject to the
following paragraph, execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same
series and principal amount, containing identical terms and provisions, having,
if applicable, endorsed thereon Guarantees duly executed by the Guarantor and
bearing a number not contemporaneously outstanding, with coupons 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 provisions of the previous two paragraphs, in case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such mutilated, destroyed, lost or stolen Security or to the
Security to which such mutilated, destroyed, lost or stolen coupon appertains,
pay such Security or coupon, as the case may be; provided, however, that payment
of principal of (and premium, if any) and interest, if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

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

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

         SECTION 307. Payment of Interest; Interest Rights Preserved; Optional
Interest Reset. (a) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid

                                       33
<PAGE>


to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency of the Company maintained for such
purpose pursuant to Section 1002; provided, however, that each installment of
interest, if any, on any Registered Security may at the Company's option be paid
by (i) mailing a check for such interest, payable to or upon the written order
of the Person entitled thereto pursuant to Section 309, to the address of such
Person as it appears on the Security Register or (ii) transfer to an account
maintained by the payee located in the United States.

         Unless otherwise provided as contemplated by Section 301 with respect
to the Securities of any series, payment of interest, if any, may be made, in
the case of a Bearer Security, by transfer to an account maintained by the payee
with a bank located outside the United States.

         Unless otherwise provided as contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of any U.S. Depositary, and/or to
each of Euroclear and Clearstream with respect to that portion of such permanent
global Security held for its account by the Common Depositary, for the purpose
of permitting such U.S. Depositary and/or each of Euroclear and Clearstream to
credit the interest, if any, received by it in respect of such permanent global
Security to the accounts of the beneficial owners thereof.

         In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

         Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, 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 Persons in whose names the Registered Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on a Special Record Date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on each Registered Security of
         such series and the date of the proposed payment (which shall not be
         less than 20 days after such notice is received by the Trustee), and at
         the same time the Company shall deposit with the Trustee an amount

                                       34
<PAGE>


         of money in the Currency in which the Securities of such series are
         payable (except as otherwise specified pursuant to Section 301 for the
         Securities of such series and except, if applicable, as provided in
         Sections 312(b), 312(d) and 312(e)) 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 deposited to be
         held in trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         Holder of Registered Securities of such series at his address as it
         appears in the Security Register not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been mailed as
         aforesaid, such Defaulted Interest shall be paid to the Persons in
         whose names the Registered Securities of such series (or their
         respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2). In case a Bearer Security of any
         series is surrendered at the office or agency in a Place of Payment for
         such series in exchange for a Registered Security of such series after
         the close of business at such office or agency on any Special Record
         Date and before the opening of business at such office or agency on the
         related proposed date for payment of Defaulted Interest, such Bearer
         Security shall be surrendered without the coupon relating to such
         proposed date of payment and Defaulted Interest will not be payable on
         such proposed date of payment in respect of the Registered Security
         issued in exchange for such Bearer Security, but will be payable only
         to the Holder of such coupon when due in accordance with the provisions
         of this Indenture.

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

         (b) The provisions of this Section 307(b) may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) on any Security of such series may be reset by the Company on the
date or dates specified on the face of such Security (each an "Optional Reset
Date"). The Company may exercise such option with respect to such Security by
notifying the Trustee of such exercise at least 50 but not more than 60 days
prior to an Optional Reset Date for such Security. Not later than 40 days prior
to each Optional Reset Date, the Trustee shall transmit, in the manner provided
for in Section 106, to the Holder of any such Security a notice (the "Reset
Notice") indicating whether the Company has elected to reset the

                                       35
<PAGE>


interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity Date of such Security (each such period a "Subsequent Interest
Period"), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Subsequent Interest Period.

         Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

         The Holder of any such Security will have the option to elect repayment
by the Company of the principal of such Security on each Optional Reset Date at
a price equal to the principal amount thereof plus interest accrued to such
Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth in Article Fourteen for repayment at
the option of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered any Security for
repayment pursuant to the Reset Notice, the Holder may, by written notice to the
Trustee, revoke such tender or repayment until the close of business on the
tenth day before such Optional Reset Date.

         Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

         SECTION 308. Optional Extension of Maturity. The provisions of this
Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity of any Security of
such series may be extended at the option of the Company for the period or
periods specified on the face of such Security (each an "Extension Period") up
to but not beyond the date (the "Final Maturity") set forth on the face of such
Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 50 but not more than 60 days
prior to the Stated Maturity of such Security in effect prior to the exercise of
such option (the "Original Stated Maturity"). If the Company exercises such
option, the Trustee shall transmit, in the manner provided for in

                                       36
<PAGE>


Section 106, to the Holder of such Security not later than 40 days prior to the
Original Stated Maturity a notice (the "Extension Notice") indicating (i) the
election of the Company to extend the Stated Maturity, (ii) the new Stated
Maturity, (iii) the interest rate, if any, applicable to the Extension Period
and (iv) the provisions, if any, for redemption during such Extension Period.
Upon the Trustee's transmittal of the Extension Notice, the Stated Maturity of
such Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice.

         Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate, if any, provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the Trustee
to transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.

         If the Company extends the Stated Maturity of any Security, the Holder
will have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Stated Maturity thereof, the
Holder must follow the procedures set forth in Article Fourteen for repayment at
the option of Holders, except that the period for delivery or notification to
the Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.

         SECTION 309. Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Guarantor (if
a Guarantee is endorsed on such Registered Security), the Trustee and any agent
of the Company, the Guarantor (if a Guarantee is endorsed on such Registered
Security), or the Trustee may treat the Person in whose name such Registered
Security is registered as the absolute owner of such Registered Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Sections 305 and 307) interest, if any, on such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be
overdue, and none of the Company, the Guarantor (if a Guarantee is endorsed on
such Registered Security), the Trustee nor any agent of the Company, the
Guarantor (if a Guarantee is endorsed on such Registered Security), or the
Trustee shall be affected by notice to the contrary.

         Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Guarantor (if a Guarantee is endorsed on such
Bearer Security), the Trustee and any agent of the Company, the Guarantor (if a
Guarantee is endorsed on such Bearer Security), or the Trustee may treat the
bearer of any Bearer Security and 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 such
Security or coupon be overdue, and none of the Company, the Guarantor (if a
Guarantee is endorsed on

                                       37
<PAGE>


such Bearer Security), the Trustee nor any agent of the Company, the Guarantor
(if a Guarantee is endorsed on such Bearer Security), or the Trustee shall be
affected by notice to the contrary.

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

         Notwithstanding the foregoing, with respect to any global temporary or
permanent Security, nothing herein shall prevent the Company, the Guarantor, the
Trustee, or any agent of the Company, the Guarantor or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a
Common Depositary or a U.S. Depositary, as the case may be, or impair, as
between a Common Depositary or a U.S. Depositary and Holders of beneficial
interests in such temporary or permanent global Security, the operation of
customary practices governing the exercise of the rights of the Common
Depositary or the U.S. Depositary as Holder of such temporary or permanent
global Security.

         SECTION 310. Cancellation. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered
directly to the Trustee for any such purpose shall be promptly cancelled by the
Trustee. The Company or the Guarantor may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company or the Guarantor, as the case may be, may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. If the
Company or the Guarantor shall so acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. 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 this Indenture. Cancelled
Securities and coupons held by the Trustee shall be destroyed by the Trustee and
the Trustee shall deliver a certificate of such destruction to the Company,
unless by a Company Order the Company directs their return to it.

         SECTION 311. Computation of Interest. Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest,
if any, on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

         SECTION 312. Currency and Manner of Payments in Respect of Securities.
(a) Unless otherwise specified with respect to any Securities pursuant to
Section 301, with respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, and with respect to
Bearer Securities of any series, except as

                                       38
<PAGE>


provided in paragraph (d) below, payment of the principal of (and premium, if
any) and interest, if any, on any Registered or Bearer Security of such series
will be made in the Currency in which such Registered Security or Bearer
Security, as the case may be, is payable. The provisions of this Section 312 may
be modified or superseded with respect to any Securities pursuant to Section
301.

         (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee for such series of Registered
Securities (but any such change must be made not later than the close of
business on the Election Date immediately preceding the next payment date to be
effective for the payment to be made on such payment date and no such change of
election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred
or with respect to which the Company has deposited funds pursuant to Article
Four or Fifteen or with respect to which a notice of redemption has been given
by the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who shall
not have delivered any such election to the Trustee of such series of Registered
Securities not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 312(a). The Trustee for each such series of
Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

         (c) Unless otherwise specified pursuant to Section 301, if the election
referred to in paragraph (b) above has been provided for pursuant to Section
301, then, unless otherwise specified pursuant to Section 301, not later than
the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on the Registered Securities to be
paid on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency or Currencies payments to be made on such payment date. Unless
otherwise specified pursuant to Section 301, the Dollar or Foreign Currency or
Currencies amount receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in

                                       39
<PAGE>


paragraph (b) above shall be determined by the Company on the basis of the
applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.

         (d) If a Conversion Event occurs with respect to a Foreign Currency in
which any of the Securities are denominated or payable other than pursuant to an
election provided for pursuant to paragraph (b) above, then with respect to each
date for the payment of principal of (and premium, if any) and interest, if any
on the applicable Securities denominated or payable in such Foreign Currency
occurring after the last date on which such Foreign Currency was used (the
"Conversion Date"), the Dollar shall be the currency of payment for use on each
such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee of each such series of
Securities and by such Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

         (e) Unless otherwise specified pursuant to Section 301, if the Holder
of a Registered Security denominated in any Currency shall have elected to be
paid in another Currency as provided in paragraph (b) above, and a Conversion
Event occurs with respect to such elected Currency, such Holder shall receive
payment in the Currency in which payment would have been made in the absence of
such election; and if a Conversion Event occurs with respect to the Currency in
which payment would have been made in the absence of such election, such Holder
shall receive payment in Dollars as provided in paragraph (d) of this Section
312.

         (f) The "Dollar Equivalent of the Foreign Currency" shall be determined
by the Exchange Rate Agent and shall be obtained for each subsequent payment
date by converting the specified Foreign Currency into Dollars at the Market
Exchange Rate on the Conversion Date.

         (g) The "Dollar Equivalent of the Currency Unit" shall be determined by
the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment.

         (h) For purposes of this Section 312, the following terms shall have
the following meanings:

                  A "Component Currency" shall mean any currency which, on the
         Conversion Date, was a component currency of the relevant currency
         unit, including, but not limited to, the ECU.

                  A "Specified Amount" of a Component Currency shall mean the
         number of units of such Component Currency or fractions thereof which
         were represented in the relevant currency unit, including, but not
         limited to, the ECU, on the Conversion Date. If after the

                                       40
<PAGE>


         Conversion Date the official unit of any Component Currency is altered
         by way of combination or subdivision, the Specified Amount of such
         Component Currency shall be divided or multiplied in the same
         proportion. If after the Conversion Date two or more Component
         Currencies are consolidated into a single currency, the respective
         Specified Amounts of such Component Currencies shall be replaced by an
         amount in such single currency equal to the sum of the respective
         Specified Amounts of such consolidated Component Currencies expressed
         in such single currency, and such amount shall thereafter be a
         Specified Amount and such single currency shall thereafter be a
         Component Currency. If after the Conversion Date any Component Currency
         shall be divided into two or more currencies, the Specified Amount of
         such Component Currency shall be replaced by amounts of such two or
         more currencies, having an aggregate Dollar Equivalent value at the
         Market Exchange Rate on the date of such replacement equal to the
         Dollar Equivalent of the Specified Amount of such former Component
         Currency at the Market Exchange Rate immediately before such division,
         and such amounts shall thereafter be Specified Amounts and such
         currencies shall thereafter be Component Currencies. If, after the
         Conversion Date of the relevant currency unit, including, but not
         limited to, the ECU, a Conversion Event (other than any event referred
         to above in this definition of "Specified Amount") occurs with respect
         to any Component Currency of such currency unit and is continuing on
         the applicable Valuation Date, the Specified Amount of such Component
         Currency shall, for purposes of calculating the Dollar Equivalent of
         the Currency Unit, be converted into Dollars at the Market Exchange
         Rate in effect on the Conversion Date of such Component Currency.

                  An "Election Date" shall mean the Regular Record Date for the
         applicable series of Registered Securities or at least 16 days prior to
         Maturity, as the case may be, or such other prior date for any series
         of Registered Securities as specified pursuant to clause 13 of Section
         301 by which the written election referred to in Section 312(b) may be
         made.

         All decisions and determinations of the Exchange Rate Agent regarding
the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the
Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as
specified above shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee for the appropriate series of Securities and all Holders of
such Securities denominated or payable in the relevant Currency. The Exchange
Rate Agent shall promptly give written notice to the Company and the Trustee for
the appropriate series of Securities of any such decision or determination.

         In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date. In the event the Company so
determines that a Conversion Event has occurred with respect to the ECU or any
other currency unit in which Securities are denominated or payable, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount

                                       41
<PAGE>


of each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent.

         The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

         SECTION 313. Appointment and Resignation of Successor Exchange Rate
Agent. (a) Unless otherwise specified pursuant to Section 301, 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. The Company will cause the Exchange Rate Agent to make the necessary
foreign exchange determinations at the time and in the manner specified pursuant
to Section 301 for the purpose of determining the applicable rate of exchange
and, if applicable, for the purpose of converting the issued Foreign Currency
into the applicable payment Currency for the payment of principal (and premium,
if any) and interest, if any, pursuant to Section 312.

         (b) No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

         (c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent 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 Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series) and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency.

         SECTION 314. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP", "CINS" or "ISIN" numbers (if then generally in use), and, if so,
the Trustee shall indicate the respective "CUSIP", "CINS" or "ISIN" numbers of
the Securities in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected

                                       42
<PAGE>


by any defect in or omission of such numbers. The Company shall advise the
Trustee as promptly as practicable in writing of any change in the CUSIP, CINS
or ISIN numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 401. Satisfaction and Discharge of Indenture. Except as set
forth below, this Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or
exchange of Securities of such series expressly provided for herein or pursuant
hereto, any surviving rights of tender for repayment at the option of the
Holders and any right to receive Additional Amounts, as provided in Section
1007), and the Trustee, upon receipt of a Company Order, and 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, if any, appertaining thereto (other than
         (i) coupons appertaining to Bearer Securities surrendered for exchange
         for Registered Securities and maturing after such exchange, whose
         surrender is not required or has been waived as provided in Section
         305, (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 306, (iii) coupons appertaining to Securities
         called for redemption and maturing after the relevant Redemption Date,
         whose surrender has been waived as provided in Section 1106, and (iv)
         Securities and coupons of such series for whose payment money has
         theretofore been deposited in trust with the Trustee or any Paying
         Agent or segregated and held in trust by the Company or the Guarantor,
         as the case may be, and thereafter repaid to the Company or the
         Guarantor, as the case may be, or discharged from such trust, as
         provided in Section 1003) have been delivered to the Trustee for
         cancellation; or

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

                           (i) have become due and payable, or

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

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

                                       43
<PAGE>


                  and the Company, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust for such purpose, solely for
                  the benefit of the Holders, an amount in the Currency in which
                  the Securities of such series are payable, sufficient to pay
                  and discharge the entire indebtedness on such Securities and
                  such coupons not theretofore delivered to the Trustee for
                  cancellation, for principal (and premium, if any) and
                  interest, if any, to the date of such deposit (in the case of
                  Securities which have become due and payable) or to the Stated
                  Maturity or Redemption Date, as the case may be;

                  (2) the Company has irrevocably paid or caused to be
         irrevocably paid all other sums payable hereunder by the Company; 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.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 612 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive any
termination of this Indenture.

                                       44
<PAGE>


         SECTION 402. Application of Trust Funds. Subject to the provisions of
the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company or
the Guarantor acting as Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest,
if any, for whose payment such money has been deposited with or received by the
Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

         SECTION 501. 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 it is either inapplicable to a
particular series or is specifically deleted or modified in or pursuant to the
supplemental indenture or a Board Resolution establishing such series of
Securities or is in the form of Security for such series:

                  (1) default in the payment of any interest on any Security of
         that series, or any related coupon, when such interest or coupon
         becomes 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 premium, if
         any, on) any Security of that series when due and payable, at its
         Maturity, upon acceleration, redemption or otherwise; or

                  (3) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of a series of
         Securities other than that 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 25% in principal
         amount of the Outstanding Securities of that 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

                  (4) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or, if
         Guarantees are issued, the Guarantor in an involuntary case or
         proceeding under any applicable federal or state bankruptcy,
         insolvency, reorganization or other similar law or (B) a decree or
         order adjudging the Company or, if Guarantees are issued, the Guarantor
         a bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization, arrangement, adjustment or

                                       45
<PAGE>


         composition of or in respect of the Company or, if Guarantees are
         issued, the Guarantor under any applicable federal or state law, or
         appointing a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or other similar official of the Company or, if Guarantees
         are issued, the Guarantor or of any substantial part of its property,
         or ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 90 consecutive
         days; or

                  (5) the commencement by the Company or, if Guarantees are
         issued, the Guarantor of a voluntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or of any other case or proceeding to be adjudicated
         a bankrupt or insolvent, or the consent by it to the entry of a decree
         or order for relief in respect of the Company or, if Guarantees are
         issued, the Guarantor in an involuntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or to the commencement of any bankruptcy or
         insolvency case or proceeding against it, or the filing by it of a
         petition or answer or consent seeking reorganization or relief under
         any applicable federal or state law, or the consent by it to the filing
         of such petition or to the appointment of or taking possession by a
         custodian, receiver, liquidator, assignee, trustee, sequestrator or
         similar official of the Company or, if Guarantees are issued, the
         Guarantor or of any substantial part of its property, or the making by
         it of an assignment for the benefit of creditors, or the admission by
         it in writing of its inability to pay its debts generally as they
         become due or the taking of corporate action by the Company or, if
         Guarantees are issued, the Guarantor in furtherance of any such action;
         or

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

         SECTION 502. 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 Section 501(4) or (5))
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that
series may, and the Trustee at the request of such Holders shall, declare
immediately due and payable, by a notice in writing to the Company and, if
applicable, the Guarantor (and to the Trustee if given by Holders) the unpaid
principal (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of (and premium, if any) and accrued interest in respect
of each Security then Outstanding in that series (the "Default Amount"). Upon
any such declaration, the Default Amount shall become immediately due and
payable on all Outstanding Securities of that series. Notwithstanding any other
provision of this Section 502, if an Event of Default specified in Section
501(4) or (5) occurs then, the Default Amount on the Securities then Outstanding
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.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company,

                                       46
<PAGE>


the Guarantor, if applicable, 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
         sufficient to pay,

                           (A) all overdue interest on all Securities of that
                  series and any related coupons,

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which has become due otherwise than
                  by such declaration of acceleration, and interest thereon at
                  the rate or rates prescribed therefor in such Securities,

                           (C) to the extent that payment of such interest is
                  lawful, interest on overdue interest at the rate or rates
                  prescribed therefor 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

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of (or premium, if
         any, on) or interest on Securities of that series which have become due
         solely by such declaration of acceleration, have been cured or waived
         as provided in Section 513.

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

         SECTION 503. 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 any Security of any series and any related coupon when such
         interest becomes 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
         premium, if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee (such
demand and payment in the case of Euro Securities to occur only outside of the
United States), for the benefit of the Holders of Securities of such series and
coupons, the whole amount then due and payable on such Securities and coupons of
that series for principal (and premium, if any) and interest, if any, with
interest upon any overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon any overdue
installments of interest, if any, at the rate or rates borne by or provided for
in such Securities, and, in addition thereto, such further amount 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.

                                       47
<PAGE>


         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company, the Guarantor (if any related Guarantees are issued) or any
other obligor upon Securities of such series and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Company, the Guarantor (if any related Guarantees are issued) or any other
obligor upon Securities of such series, 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 related coupons by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.

         SECTION 504. 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, the Guarantor (if any related Guarantees are issued) or any other
obligor upon the Securities of a series or the property of the Company, the
Guarantor (if any related Guarantees are issued) or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company or, if applicable, the Guarantor for the payment
of any overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

                  (i) to file and prove a claim for the whole amount of
         principal (or in the case of Original Issue Discount Securities, such
         portion of the principal as may be provided in the terms thereof) (and
         premium, if any) and interest, if any, owing and unpaid in respect of
         the Securities and to file such other papers or documents as may be
         necessary or advisable in order to have the claims of the Trustee
         (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same
         (which distribution, in the case of Euro Securities, shall occur only
         outside the United States);

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 of such series and 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, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, their agents and counsel, and any other amounts due the Trustee under
Section 606.

                                       48
<PAGE>


         Subject to Article Eight and Section 902 and unless otherwise provided
as contemplated by Section 301, nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder of a Security or coupon any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or 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 coupon in any such proceeding.

         SECTION 505. 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 and as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Securities and coupons in respect of which such judgment has been recovered.

         SECTION 506. 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 premium, if any) or interest, if any, upon
presentation of the Securities or coupons, or both, as the case may be (such
presentation, in the case of Euro Securities or coupons, to occur only outside
the United States), and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 606;

                  SECOND: To the payment (such payment, in the case of Euro
         Securities, to occur only outside the United States) of the amounts
         then due and unpaid upon the Securities and coupons for principal (and
         premium, if any) and interest, if any, 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
         premium, if any) and interest, if any, respectively; and

                  THIRD: To the payment of the remainder, if any, to the Company
         or any other Person or Persons designated in writing by the Company.

         SECTION 507. Limitation on Suits. No Holder of any Security of any
series or any related coupon 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 that series;

                                       49
<PAGE>


                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of that 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 an
         indemnity, reasonably satisfactory to the Trustee, 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 that
         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 to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

         SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security or coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to Sections 305 and 307) interest, if any, on such Security or payment
of such coupon on the Stated Maturity or Maturities expressed 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 the Holders on the Repayment Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

         SECTION 509. Restoration of Rights and Remedies. If the Trustee or any
Holder of a Security or coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case the Company, the Guarantor, the
Trustee and the Holders of Securities and coupons shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         SECTION 510. 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 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or

                                       50
<PAGE>


remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         SECTION 511. 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 the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as the
case may be.

         SECTION 512. Control by Holders of Securities. The Holders of not less
than 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,
provided that

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

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

                  (3) the Trustee may refuse to follow any direction which, in
         the Opinion of Counsel to the Trustee, is unduly prejudicial to other
         Holders of Securities of such series not consenting or would subject
         the Trustee to personal liability.

         SECTION 513. Waiver of Past Defaults. Subject to Section 502, the
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series and any related coupons waive any past default hereunder with
respect to Securities of such series and its consequences, except a default

                  (1) in the payment of the principal of (or premium, if any) or
         interest, if any, on any Security of such series or any related
         coupons, or

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

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

         SECTION 514. Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the

                                       51
<PAGE>


performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                   THE TRUSTEE

         SECTION 601. 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 in the manner and to the extent provided in TIA Section 313(c),
notice of such Default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the case of a
Default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of such series, or in the payment of any sinking fund
installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of the Securities and coupons of such
series; and provided further that in the case of any Default or breach of the
character specified in Section 501(3) with respect to the Securities and coupons
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof.

         SECTION 602. Certain Rights of Trustee. Subject to the provisions of
TIA Section 315(a) through 315(d):

                  (1) The Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, coupon, other evidence of indebtedness or
         other paper or document (whether in its original or facsimile form)
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties.

                  (2) Any request or direction of the Company or the Guarantor
         mentioned herein shall be sufficiently evidenced by a Company Request
         or Company Order or Guarantor Request or Guarantor Order, as the case
         may be (other than delivery of any Security, together with any coupons
         appertaining thereto, to the Trustee for authentication and delivery
         pursuant to Section 303 which shall be sufficiently evidenced as
         provided therein), and any resolution of the Board of Directors of the
         Company or the Guarantor 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 be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon a Board Resolution,
         an Opinion of Counsel or an Officer's Certificate.

                                       52
<PAGE>


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

                  (5) The Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders of Securities of any series or any
         related coupons pursuant to this Indenture, unless such Holders shall
         have offered to the Trustee reasonable security or indemnity 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, note, coupon, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee in good faith
         shall determine to make such further inquiry or investigation, it shall
         be entitled upon reasonable notice and at reasonable times during
         normal business hours to examine the books, records and premises of the
         Company or, if any Guarantees are issued, the Guarantor, 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.

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

                  (9) The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder.

         The Trustee shall not be required 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.

         SECTION 603. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, including any Guarantees
endorsed thereon, except the Trustee's certificate of authentication, and in any
coupons shall be taken as the statements of the Company or the Guarantor, as the
case may be, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no

                                       53
<PAGE>


representations as to the validity or sufficiency of this Indenture or of the
Securities or 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 Securities or the proceeds thereof.

         SECTION 604. May Hold Securities. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Company or
the Guarantor, in its individual or any other capacity, may become the owner or
pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311,
may otherwise deal with the Company and the Guarantor with the same rights it
would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

         SECTION 605. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company or the
Guarantor, as the case may be.

         SECTION 606. Compensation and Reimbursement and Indemnification of
Trustee. The Company agrees:

                  (1) To pay to the Trustee or any predecessor Trustee from time
         to time such reasonable compensation for all services rendered by it
         hereunder as has been agreed upon from time to time in writing (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 each of the Trustee and any predecessor Trustee upon its
         request for all reasonable expenses, disbursements and advances
         incurred or made by the Trustee or such predecessor Trustee in
         accordance with any provision of this Indenture (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 its negligence or bad faith.

                  (3) To indemnify each of the Trustee or any predecessor
         Trustee for, and to hold it harmless against, any loss, liability or
         expense incurred without negligence or bad faith on its own 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 itself against any claim or liability in connection with the
         exercise or performance of any of its powers or duties hereunder.

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a claim prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (or premium, if any) or interest, if
any, on particular Securities or any coupons.

                                       54
<PAGE>


         SECTION 607. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under
TIA Section 310(a)(1) and shall have a combined capital and surplus of at least
$50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of Federal, State, Territorial
or District of Columbia supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 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 608. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

         SECTION 609. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 610.

         (b) Subject to Section 609(a) hereof, the Trustee may resign at any
time with respect to the Securities of one or more series by giving written
notice thereof to the Company and, if applicable, the Guarantor.

         (c) The Trustee may be removed at any time with respect to the
Securities of any series by (i) the Company, by an Officer's Certificate
delivered to the Trustee, provided that contemporaneously therewith (x) the
Company immediately appoints a successor Trustee with respect to the Securities
of such series meeting the requirements of Section 607 hereof and (y) the terms
of Section 610 hereof are complied with in respect of such appointment (the
Trustee being removed hereby agreeing to execute the instrument contemplated by
Section 610(b) hereof, if applicable, under such circumstances) and provided
further that no Default with respect to such Securities shall have occurred and
then be continuing at such time, or (ii) Act of the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series
delivered to the Trustee, the Company and, if applicable, the Guarantor.

         (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company or the
         Guarantor or by any Holder of a Security who has been a bona fide
         Holder of a Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 607
         and shall fail to resign after written request therefor by the Company,
         the Guarantor or by any Holder of a Security who has been a bona fide
         Holder of a Security for at least six months, or

                                       55
<PAGE>


                  (3) 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 an Officer's
Certificate may remove the Trustee and appoint a successor Trustee with respect
to all Securities, or (ii) subject to TIA Section 315(e), any Holder of a
Security who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

         (e) If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of a notice
of resignation or the delivery of an Act of removal, the Trustee resigning or
being removed may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         (f) 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 or Officer's Certificate, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any particular
series). If, within one year after such resignation, removal or incapability, 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, 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 hereinafter
provided, 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 Securities of such series.

         (g) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the
manner provided for notices to the Holders of Securities in Section 106. 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.

         SECTION 610. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee shall execute, acknowledge and deliver to the
Company, the Guarantor and to 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,

                                       56
<PAGE>


deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company, the Guarantor or
the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and 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 606.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Guarantor, if applicable, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (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 and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and 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 and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company, the Guarantor or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.
Whenever there is a successor Trustee with respect to one or more (but less than
all) series of securities issued pursuant to this Indenture, the terms
"Indenture" and "Securities" shall have the meanings specified in the provisos
to the respective definition of those terms in Section 101 which contemplate
such situation.

         (c) Upon request of any such successor Trustee, the Company and, if
applicable, the Guarantor shall execute any and all instruments for more fully
and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.

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

                                       57
<PAGE>


         SECTION 611. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons 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 or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

         SECTION 612. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents (which may be an Affiliate or
Affiliates of 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 such series issued upon original issue or upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, 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. Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Company. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 301, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

                                       58
<PAGE>


         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 the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to 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 for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall promptly
give written notice of such appointment to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve in the manner
set forth in Section 106. 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 herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

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


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

         If all of the Securities of a series may not be originally issued at
one time, and 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

                                       59
<PAGE>


authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel), shall appoint in accordance with this
Section an Authenticating Agent (which, if so requested by the Company, shall be
an Affiliate of the Company) having an office in a Place of Payment designated
by the Company with respect to such series of Securities, provided that the
terms and conditions of such appointment are acceptable to the Trustee.

                                 ARTICLE SEVEN

                          HOLDERS' LISTS AND REPORTS BY
                         TRUSTEE, COMPANY and guarantor

         SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder
of Securities or coupons, by receiving and holding the same, agrees with the
Company, the Guarantor and the Trustee that neither the Company, the Guarantor
nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any
Security Registrar nor any agent of any of them shall be held accountable by
reason of the disclosure of any information as to the names and addresses of the
Holders of Securities in accordance with TIA Section 312, 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 TIA Section 312(b).

         SECTION 702. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company, the Guarantor and the Trustee that neither the Company,
the Guarantor nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.

         SECTION 703. Reports by Trustee. Within 60 days after May 15 of each
year commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in TIA Section 313(c) a brief report dated as of such May
15 which meets the requirements of TIA Section 313(a).

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with

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<PAGE>


the Commission, with the Company and the Guarantor. The Company will promptly
notify the Trustee of the listing of the Securities on any stock exchange.

         SECTION 704. Reports by Company and Guarantor. The Company and, so long
as any Securities in respect of which Guarantees have been issued are
Outstanding, the Guarantor, will:

                  (a) file with the Trustee, within 15 days after the Company or
         the Guarantor, as the case may be, is required to file the same with
         the Commission, copies of the annual reports and of the information,
         documents, and other reports (or copies of such portions of any of the
         foregoing as the Commission may from time to time by rules and
         regulations prescribe) which the Company or the Guarantor, as the case
         may be, may be required to file with the Commission pursuant to Section
         13 or Section 15(d) of the Exchange Act;

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

         The Trustee shall transmit by mail to the Holders of Securities, within
30 days after the filing thereof with the Trustee, in the manner and to the
extent provided in TIA Section 313(c), such summaries of any information,
documents and reports required to be filed by the Company or the Guarantor, as
the case may be, pursuant to paragraphs (a) and (b) of this Section.

         SECTION 705. Calculation of Original Issue Discount. Upon request of
the Trustee, the Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue discount
(including daily rates and accrual periods), if any, accrued on Outstanding
Securities as of the end of such year.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 801. Company and Guarantor May Consolidate, etc. Only on
Certain Terms. Neither the Company nor the Guarantor may consolidate or merge
with or into another corporation, or sell or convey all or substantially all of
their respective property and assets to another Person unless: (i) immediately
after such consolidation, merger, sale or conveyance no Event of Default or
Default shall have occurred and be continuing; (ii) the surviving Person in such
consolidation or merger (if other than the Company or the Guarantor, as the case
may be) or person to whom such property and assets are sold or conveyed (if
other than the Company or the Guarantor, as the case may be) is a corporation
organized under the laws of the United States or any state thereof, and such
Person (if other than the Company or the Guarantor, as the case may be) through
a supplemental indenture assumes payment of the principal of (premium, if any,
on) and interest on, the Outstanding Securities of the applicable

                                       61
<PAGE>


series and the performance and observance of all the covenants and conditions of
the Indenture with respect to the Company or the Guarantor, as the case may be,
(iii) the Company or the Guarantor, as the case may be, shall have delivered to
the Trustee an Officer's Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale or conveyance and such supplemental
indenture comply with the applicable provisions of the Indenture and that all
conditions precedent therein provided for relating to such consolidation,
merger, sale or conveyance have been complied with. The Company and/or the
Guarantor may consolidate or merge with or into, or sell or convey all or
substantially all of its property and assets to any Subsidiary. For purposes of
this Section, "sell or convey all or substantially all of its property and
assets" shall mean property and assets contributing in the aggregate at least
80% of the Company's total consolidated revenues as reported in the Company's
last available periodic financial report (quarterly or annual, as the case may
be) filed with the Commission.

         SECTION 802. Successor Person Substituted. Upon any consolidation by
the Company or the Guarantor with or merger by the Company or the Guarantor into
any other corporation or any sale or conveyance of all or substantially all of
the property and assets of the Company or the Guarantor to any Person in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Company or the Guarantor is merged or to which such sale or
conveyance is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or the Guarantor, as the case may be under
this Indenture with the same effect as if such successor Person had been named
as the Company or the Guarantor, as the case may be, herein, and in the event of
any such sale or conveyance, the Company or the Guarantor, as the case may be
(which term shall for this purpose mean the Person named as the "Company" or the
"Guarantor" in the first paragraph of this Indenture or any successor Person
which shall theretofore become such in the manner described in Section 801),
shall be discharged of all obligations and covenants under this Indenture and
the Securities and any coupons appertaining thereto, or the Guarantees, as the
case may be, and may be dissolved or liquidated.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 901. Supplemental Indentures Without Consent of Holders. Unless
otherwise specified in Section 902, without the consent of any Holders of
Securities or coupons, the Company and, if applicable, the Guarantor, 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, in form reasonably satisfactory to the Trustee, for any of the following
purposes:

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

                                       62
<PAGE>


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

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such Events of
         Default are to be for the benefit of less than all series of
         Securities, stating that such Events of Default are expressly being
         included solely for the benefit of such series); provided, however,
         that in respect of any such additional Events of Default such
         supplemental indenture may provide for a particular period of grace
         after default (which period may be shorter or longer than that allowed
         in the case of other defaults) or may provide for an immediate
         enforcement upon such default or may limit the remedies available to
         the Trustee upon such default or may limit the right of the Holders of
         a majority in aggregate principal amount of that or those series of
         Securities to which such additional Events of Default apply to waive
         such default; or

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

                  (5) to change or eliminate any of the provisions of this
         Indenture; provided that any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provision; or

                  (6) to secure the Securities pursuant to the requirements of
         Section 801 or 1006, or otherwise; or

                  (7) to establish the form or terms of Securities of any series
         and any related coupons as permitted by Sections 201 and 301, including
         the provisions and procedures relating to Securities convertible into
         or exchangeable for any securities of any Person (including the
         Company); or

                  (8) 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; or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with

                                       63
<PAGE>


         respect to matters or questions arising under this Indenture; provided
         that any such action shall not adversely affect the interests of the
         Holders of Securities of any series or any related coupons in any
         material respect; or

                  (10) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Sections 401, 1502 and 1503; provided that any such action shall not
         adversely affect the interests of the Holders of Securities of such
         series and any related coupons or any other series of Securities in any
         material respect.

         SECTION 902. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in aggregate principal amount
of all Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company, and the Trustee, the
Company and, if applicable, the Guarantor, 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 which affect
such series of Securities or of modifying in any manner the rights of the
Holders of Securities of such series and any related coupons under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security of each such series
affected thereby:

                  (1) change the Stated Maturity of the principal of (or
         premium, if any, on) or any installment of principal of or interest on,
         any Security; or the terms of any sinking fund with respect to any
         Security; or reduce the principal amount thereof or the rate of
         interest thereon, or any premium payable upon the redemption thereof,
         or repayment thereof at the option of the Holder, or change any
         obligation of the Company to pay Additional Amounts as contemplated by
         Section 1007 (except as contemplated by Section 801(1) and permitted by
         Section 901(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
         502, or upon the redemption thereof or the amount thereof provable in
         bankruptcy pursuant to Section 504, or adversely affect any right of
         repayment at the option of the Holder of any Security, or change any
         Place of Payment where, or the Currency in which, any Security or any
         premium or interest thereon 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 Repayment Date), or modify the provisions of
         this Indenture with respect to the mandatory redemption of Securities
         or repayment of the Securities at the option of the Holder in a manner
         adverse to any Holder of any Securities or any coupons appertaining
         thereto, or adversely affect any right to convert or exchange any
         Security as may be provided pursuant to Section 301 herein,

                  (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 with respect to such series (of

                                       64
<PAGE>


         compliance with certain provisions of this Indenture or certain
         defaults hereunder and their consequences) provided for in this
         Indenture,

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1009, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby; provided, however, that this clause shall not be
         deemed to require the consent of any Holder of a Security or coupon
         with respect to changes in the references to "the Trustee" and
         concomitant changes in this Section, or the deletion of this proviso,
         in accordance with the requirements of Sections 610(b) and 901(8), or

                  (4) reduce the terms and conditions of any obligations of the
         Guarantor in respect of the due and punctual payment of the principal
         thereof and premium, if any, and interest, if any, thereon.

         It shall not be necessary for any Act of Holders 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.

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

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

         SECTION 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and 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. 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 904. 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;

                                       65
<PAGE>


and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder and of any coupon appertaining thereto shall be bound
thereby.

         SECTION 905. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

         SECTION 906. 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, the Company and, if applicable, the Guarantor, to any such supplemental
indenture may be prepared and executed by the Company having, if applicable,
Guarantees endorsed thereon and executed by the Guarantor, and authenticated and
delivered (which delivery, in the case of Euro Securities, shall occur only
outside the United States) by the Trustee in exchange for Outstanding Securities
of such series.

                                  ARTICLE TEN

                                   COVENANTS

         SECTION 1001. Payment of Principal, Premium, if Any, and Interest. The
Company covenants and agrees for the benefit of the Holders of each series of
Securities and any related coupons that it will duly and punctually pay, in the
Currency or Currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series), the principal of (and premium, if any, on) and any interest on the
Securities of that series in accordance with the terms of such Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable only
upon presentation and surrender of the respective coupons for such interest
installments.

         SECTION 1002. Maintenance of Office or Agency. If Securities of a
series are issuable only as Registered Securities, the Company will maintain in
each Place of Payment for such series an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served, which agency initially shall be
The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention: .
If Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer

                                       66
<PAGE>


Securities of that series and related coupons may be presented or surrendered
for payment in the circumstances described in the following paragraph (and not
otherwise); (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related coupons may be
presented and surrendered for payment (including payment of any Additional
Amounts payable on Securities of that series pursuant to Section 1007);
provided, however, that, if the Securities of that series are listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland,
Limited, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed on such
exchange; and (C) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States, an office or
agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee and give prompt notice to the Holders
as provided in Section 106 of the location, and any change in the location, of
any such office or agency. If at any time the Company shall fail to maintain any
such required office or agency in respect of any series of Securities or shall
fail to furnish the Trustee with the address thereof, such presentations and
surrenders of Securities of that series may be made and notices and demands may
be made or served at the Corporate Trust Office of the Trustee, except that
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1007) at any Paying Agent
for such series located outside the United States, and the Company hereby
appoints the same as its agent to receive all such respective presentations,
surrenders, notices and demands.

         Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium, if any, or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
any account maintained with a financial institution located in the United
States; provided, however, that, if the Securities of a series are denominated
and payable in Dollars, payment of principal of (and premium, if any, on) and
any interest on any Bearer Security (including any Additional Amounts payable on
Securities of such series pursuant to Section 1007) shall be made at the office
of the Company's Paying Agent in the Borough of Manhattan, The City of New York,
or the office or agency of the Company in the Borough of Manhattan, The City of
New York, if (but only if) payment in Dollars of the full amount of such
principal, premium, if any, interest or Additional Amounts, as the case may be,
at all offices or agencies outside the United States maintained for the 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

                                       67
<PAGE>


maintain an office or agency in accordance with the requirements set forth above
for Securities of any series for such purposes. The Company will give prompt
written notice to the Trustee and the Holders of any such designation or
rescission and of any change in the location of any such other office or agency.
Unless otherwise specified with respect to any Securities as contemplated by
Section 301 with respect to a series of Securities, the Company hereby
designates as a Place of Payment for each series of Securities the office or
agency of the Company in the Borough of Manhattan, The City of New York, and
initially appoints the Trustee at its Corporate Trust Office as Paying Agent in
the Borough of Manhattan, The City of New York and as its agent to receive all
such presentations, surrenders, notices and demands.

         SECTION 1003. Money for Security Payments to Be Held in Trust. If the
Company or the Guarantor shall at any time act as a Paying Agent with respect to
the Securities of any series and any related coupons, it will, on or before each
due date of the principal of (and premium, if any, on) or any interest on any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum (in the Currency or Currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series)) sufficient to pay the principal
(and premium, if any) or any interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, prior to or on each due
date of the principal of (and premium, if any, on) or any interest on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency or
Currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series))
sufficient to pay the principal (and premium, if any) or any interest so
becoming due, such sum of money to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of such
action or any failure so to act.

         The Company will 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 will:

                  (1) hold all sums of money for the payment of the principal of
         (and premium, if any, on) or interest on Securities of that series in
         trust for the benefit of the Persons entitled thereto until such sums
         of money shall be paid to such Persons or otherwise disposed of as
         herein provided;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of that series) in the making of
         any payment of principal of (and premium, if any) or interest on the
         Securities of that 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.

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<PAGE>


         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 of
money held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; 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 money.

         Except as provided in the Securities of any series, any money deposited
with the Trustee or any Paying Agent, or then held by the Company or the
Guarantor, in trust for the payment of the principal of (and premium, if any,
on) or interest on any Security of any series, or any coupon appertaining
thereto, and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be paid to the Company on Company Request, or (if then held by the
Company or the Guarantor) shall be discharged from such trust; and the Holder of
such Security or any coupon appertaining thereto shall thereafter, as an
unsecured general creditor, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, look only to the
Company and, if applicable, the Guarantor for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such money held in trust,
and all liability of the Company or the Guarantor 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, 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, any unclaimed balance of such money then remaining will be repaid
to the Company.

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<PAGE>


         SECTION 1004. Corporate Existence. Subject to Article Eight, the
Company and, so long as any Securities in respect of which Guarantees have been
issued are Outstanding, the Guarantor will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence,
rights (charter and statutory) and franchises; provided, however, that neither
the Company nor the Guarantor shall be required to preserve any such right or
franchise if its Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of its business.

         SECTION 1005. Maintenance of Principal Properties. The Company will
cause all Principal Properties used or useful in the conduct of its business or
the business of the Guarantor or a Restricted Subsidiary of the Company to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the maintenance of any of such properties or prevent or restrict
the sale, abandonment or other disposition of any of such properties if such
action is, in the judgment of the Company, desirable in the conduct of the
business of the Company and its Subsidiaries as a whole.

         SECTION 1006. Payment of Taxes and Other Claims. The Company will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all material taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary of the Company or upon the income,
profits or property of the Company or any Subsidiary of the Company, and (b) all
material lawful claims for labor, materials and supplies which, if unpaid, might
by law become a Lien upon the property of the Company or any Subsidiary of the
Company; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith.

         SECTION 1007. Additional Amounts. If Securities of a series provide for
the payment of additional amounts to any Holder who is a non-United States
Person in respect of any tax, assessment or governmental charge ("Additional
Amounts"), the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto such Additional Amounts as may be so provided by
Section 301. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of (or premium, if any, on) or interest on, or in
respect of, any Security of a series or payment of any related coupon or the net
proceeds received on the sale or exchange of a Security of a series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for by the terms of such series established pursuant to Section 301 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 provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

         Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest

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<PAGE>


Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal (and premium, if any) is made), and at least 10 days prior
to each date of payment of principal (and premium, if any) or interest if there
has been any change with respect to the matters set forth in the below-mentioned
Officer's Certificate, the Company will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officer's Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any, on) or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are non-United States Persons without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall
be required, then such Officer's Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities of that series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officer's Certificate furnished pursuant to this Section or in the event the
Trustee shall not withhold or deduct any sums as a result of the non-receipt of
an Officer's Certificate pursuant to this Section.

         SECTION 1008. Compliance Certificate. (a) The Company and, so long as
any Securities in respect of which Guarantees have been issued are Outstanding,
the Guarantor, each shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company or the Guarantor, as the case may be, ending
after the date hereof so long as any Security is Outstanding hereunder, an
Officer's Certificate, stating that in the course of the performance by the
signatory of his or her duties as such officer of the Company or the Guarantor,
as the case may be, they would normally obtain knowledge of any Default by the
Company in the performance or fulfillment of any covenant, agreement or
condition contained in this Indenture, and stating whether or not they have
obtained knowledge of any such Default existing on the date of such statement
and, if so, specifying each such Default of which the signatory has knowledge
and the nature thereof.

         (b) The Company will, so long as any of the Securities of any
series are Outstanding, deliver to the Trustee, as promptly as practicable upon
any officer listed in (a) above becoming aware of any Default, Event of Default
or default in the performance of any covenant, agreement or condition contained
in this Indenture, an Officer's Certificate specifying such Default, Event of
Default, default or event of default and what action the Company is taking or
proposes to take with respect thereto and the status thereof.

         SECTION 1009. Waiver of Certain Covenants. With respect to the
Securities of any series, the Company and the Guarantor may omit in any
particular instance to comply with any covenant or condition specified pursuant
to Section 301 as being subject to this Section 1009, if, before the time for
such compliance, the Holders of at least a majority in aggregate principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition

                                       71
<PAGE>


except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the Guarantor and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

         SECTION 1010. Limitations on Liens. The Company shall not create,
assume or suffer to exist any Lien on any of its property or assets, without
securing the Securities of any applicable series equally and ratably with (or
prior to) such secured Indebtedness; provided, however, that the foregoing shall
apply only to Liens which in the aggregate exceed 15% of the Company's total
consolidated assets as of the end of the Company's most recent accounting period
preceding the creation or assumption of any such Lien (reduced by any
Attributable Debt with respect to any Sale and Leaseback Transaction permitted
under Section 1011 below). This restriction will not apply to Capitalized Leases
or to Indebtedness secured by (a) Liens existing on the date the Securities are
issued, as applicable, and Liens on property of, or Indebtedness of, any Person
at the time such Person becomes a Subsidiary (whether by acquisition or
otherwise, including through merger or consolidation), (b) Liens in favor of the
Company or a Subsidiary of the Company, (c) Liens existing at the time of
acquisition of the assets secured thereby (including acquisition through merger
or consolidation) and purchase money Liens, and (d) any extension, renewal or
refunding of any Lien referred to in the foregoing clauses (a) through (c),
inclusive.

         SECTION 1011. Limitations on Sale and Leaseback Transactions. The
Company shall not, and shall not permit any Restricted Subsidiary to, enter into
any Sale and Leaseback Transaction with respect to any Principal Property unless
(a) such Sale and Leaseback Transaction involves a lease for a term of not more
than three years; (b) such Sale and Leaseback Transaction is between the Company
and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the
Company or such Restricted Subsidiary would be entitled to incur indebtedness
secured by a Lien on such Principal Property involved in such Sale and Leaseback
Transaction at least equal in amount to the Attributable Debt with respect to
such Sale and Leaseback Transaction pursuant to the first sentence of the
"Limitations on Liens" covenant in Section 1010 above without equally and
ratably securing the Securities of any applicable series pursuant to such
covenant; (d) the proceeds of such Sale and Leaseback Transaction are at least
equal to the fair market value thereof (as determined in good faith by the Board
of Directors of the Company) and the Company applies an amount equal to the
greater of the net proceeds of such sale or the Attributable Debt with respect
to such Sale and Leaseback Transaction within 180 days of such sale to either
(or a combination) of (i) the retirement (other than the mandatory retirement,
mandatory prepayment or sinking fund payment or by payment at maturity) of debt
for borrowed money of the Company or a Subsidiary of the Company that matures
more than 12 months after its creation (other than debt that is subordinated to
the Securities or debt to the Company or a Subsidiary of the Company) or (ii)
the purchase, construction or development of other comparable property; or (e)
such Sale and Leaseback Transaction is entered into within 180 days after the
initial acquisition by the Company or such Restricted Subsidiary, as the case
may be, of the Principal Property subject to such Sale and Leaseback
Transaction.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

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<PAGE>


         SECTION 1101. Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
301 for Securities of any series) in accordance with this Article.

         SECTION 1102. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by an Officer's
Certificate. In case of any redemption at the election of the Company the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the Securities to
be redeemed, and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 1103. In the case of any redemption of Securities of any series (i)
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture or (ii) pursuant to an
election of the Company which is subject to a condition specified in the terms
of such Securities, the Company shall furnish the Trustee with an Officer's
Certificate evidencing compliance with such restriction or condition.

         SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities of any series are to be redeemed (unless all of the
Securities of a specified tenor 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 issued on
such date with the same terms not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate; provided that such method
complies with the rules of any national securities exchange or quotation system
on which the Securities are then listed, and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series; provided, however, that
no such partial redemption shall reduce the portion of the principal amount of a
Security not redeemed to less than the minimum authorized denomination for
Securities of such series.

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

         SECTION 1104. Notice of Redemption. Except as otherwise specified as
contemplated by Section 301, notice of redemption shall be given in the manner
provided in Section 106, not less than 30 days nor more than 60 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, but failure to
give such notice in the manner herein provided to the Holder of any Security
designated for redemption as a whole or in part, or any

                                       73
<PAGE>


defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other such Security or portion thereof.

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

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price and accrued interest, if any, to the
         Redemption Date payable as provided in Section 1106,

                  (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 will
         receive, without a 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 and
         accrued interest, if any, to the Redemption Date payable as provided in
         Section 1106 will become due and payable upon each such Security, or
         the 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 of Payment (which in the case of Euro
         Securities shall be outside the United States) 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 accrued interest,
         if any,

                  (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 Redemption Date
         or the amount of any such missing coupon or coupons will be deducted
         from the Redemption Price, unless security or indemnity satisfactory to
         the Company, the Guarantor, if applicable, the Trustee for such series
         and any Paying Agent is furnished,

                  (9) if Bearer Securities of any series are to be redeemed and
         any Registered Securities of such series are not to be redeemed, and if
         such Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on this Redemption Date pursuant to Section 305
         or otherwise, the last date, as determined by the Company, on which
         such exchanges may be made, and

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<PAGE>


                  (10) the CUSIP number of such Security, if any.

         A notice of redemption published as contemplated by Section 106 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 1105. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article Twelve, segregate and hold
in trust as provided in Section 1003)) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
on the Redemption Date the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
or portions thereof which are to be redeemed on that date.

         SECTION 1106. 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 in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company and, if
applicable, the Guarantor shall default in the payment of the Redemption Price
and accrued interest, if any) 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 accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest, and provided further
that, unless otherwise specified as contemplated by Section 301, 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
relevant Record Dates according to their terms and the provisions of Section
307.

         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,

                                       75
<PAGE>


the Guarantor 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 interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the Redemption Price shall, until paid, bear
interest from the Redemption Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

         SECTION 1107. Securities Redeemed in Part. Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article Twelve) shall be surrendered at a Place of Payment therefor (with,
if the Company, the Guarantor or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company, the
Guarantor and the Trustee duly executed by, the Holder thereof or such Holder's
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 and of
like tenor, 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, with, if applicable, Guarantees
endorsed thereon duly executed by the Guarantor. If a temporary global Security
or permanent global Security is so surrendered, such new Security so issued
shall be a new temporary global Security or permanent global Security,
respectively. However, if less than all the Securities of any series with
differing issue dates, interest rates and stated maturities are to be redeemed,
the Company in its sole discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at least 45 days prior
to the relevant redemption date.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

         SECTION 1201. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of such Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to

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<PAGE>


the redemption of Securities of any series as provided for by the terms of
Securities of such series.

                                       77
<PAGE>


         SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
Subject to Section 1203, the Company may, in satisfaction of all or any part of
any mandatory sinking fund payment with respect to the Securities of a series,
(1) deliver Outstanding Securities of such series to the Trustee (other than any
previously called for redemption or presented for repayment at the option of the
Holder) 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 previously purchased or otherwise acquired or
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the terms
of such Securities together in the case of any Bearer Securities of such series
with all unmatured coupons appertaining thereto, in each case in satisfaction of
all or any part of any mandatory sinking fund payment with respect to the
Securities of the same series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities so delivered or applied as a credit have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

         SECTION 1203. Redemption of Securities for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for Securities of any series,
the Company will 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 in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, 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 delivered and credited. If such Officer's Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount
therein specified. Not more than 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 1103 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 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1105, 1106 and 1107.

                                ARTICLE THIRTEEN

                                   GUARANTEES

         SECTION 1301. Guarantees. If Securities of or within a series are
specified, as contemplated by Section 301, to be guaranteed by the Guarantor,
then the Guarantor hereby fully and unconditionally guarantees to each Holder of
any such Security which is authenticated and

                                       78
<PAGE>


delivered by the Trustee and to each Holder of any coupon appertaining to any
such Security, if any, and to the Trustee for itself and on behalf of each such
Holder, the due and punctual payment of the principal of (and premium, if any,
on) and interest (including, in case of default, interest on principal and, to
the extent permitted by applicable law, on overdue interest and including any
additional interest required to be paid according to the terms of any such
Security or any coupon appertaining thereto), if any, on each such Security, and
the due and punctual payment of any sinking fund payment (or analogous
obligation), if any, provided for with respect to any such Security, when and as
the same shall become due and payable, whether at Stated Maturity, upon
redemption, upon acceleration, upon tender for repayment at the option of any
Holder or otherwise, according to the terms thereof and of this Indenture,
including, without limitation, the payment of any Additional Amounts, if any,
provided for with respect to any such Security as described under Section 1007
hereof (the "Guarantor Obligations"). In case of the failure of the Company or
any successor thereto punctually to pay any such principal, premium, interest or
sinking fund payment, the Guarantor hereby agrees to cause any such payment to
be made punctually when and as the same shall become due and payable, whether at
Stated Maturity, upon redemption, upon declaration of acceleration, upon tender
for repayment at the option of any Holder or otherwise, as if such payment were
made by the Company.

         The Guarantor hereby agrees that its Guarantor Obligations hereunder
shall be as if it were principal debtor and not merely surety and shall be
absolute and unconditional, irrespective of the identity of the Company, the
validity, regularity or enforceability of any such Security or coupon
appertaining thereto or this Indenture, the absence of any action to enforce the
same, any waiver or consent by the Holder of any such Security or coupon
appertaining thereto with respect to any provisions thereof, the recovery of any
judgment against the Company or any action to enforce the same, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Guarantees will not be discharged except by complete performance of its
obligations contained in any such Security or coupon appertaining thereto and in
this Guarantee.

         If the Trustee or the Holder of any Security or any coupon appertaining
thereto is required by any court or otherwise to return to the Company or the
Guarantor, or any custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official acting in relation to the Company or the
Guarantor, any amount paid to the Trustee or such Holder in respect of a
Security or any coupons appertaining thereto, the Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. The
Guarantor further agrees, to the fullest extent that it may lawfully do so,
that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, the maturity of the obligations Guaranteed hereby
may be accelerated as provided in Article Five hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition extant
under any applicable bankruptcy law preventing such acceleration in respect of
the obligations guaranteed hereby.

         The Guarantor shall be subrogated to all rights of the Holders of the
Securities of a series (and of any coupons appertaining thereto) against the
Company in respect of any amounts paid by the Guarantor on account of such
Securities or any coupons appertaining thereto

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<PAGE>


or this Indenture; provided, however, that the Guarantor shall not be entitled
to enforce or to receive any payments arising out of, or based upon, such right
of subrogation until the principal of (and premium, if any, on) and interest, if
any, on all Securities of such series shall have been indefeasibly paid in full.

         SECTION 1302. Execution and Delivery of Guarantees. To evidence its
Guarantees with respect to Securities of or within any series that are
specified, as contemplated by Section 301, to be guaranteed by the Guarantor,
the Guarantor hereby agrees to execute the Guarantees, in a form established
pursuant to Section 201, to be endorsed on each Security of such series
authenticated and delivered by the Trustee. Each such Guarantee shall be
executed on behalf of the Guarantor by its Chairman of the Board, the Chief
Executive Officer, the Chief Operating Officer, the Financial Officer, or its
President, or one of its Executive Vice Presidents or Vice Presidents, or by its
Treasurer or one of its Assistant Treasurers and attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on the
Guarantees may be manual or facsimile.

         Guarantees bearing the manual or facsimile signatures of the
individuals who were the proper officers of the Guarantor shall bind the
Guarantor, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of the Securities
upon which such Guarantees are endorsed or did not hold such offices at the date
of such Securities.

         The delivery of any Securities by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantees endorsed
thereon on behalf of the Guarantor. The Guarantor hereby agrees that its
Guarantees set forth in this Article Thirteen shall remain in full force and
effect notwithstanding any failure to endorse on each Security a notation of
such Guarantee.

         SECTION 1303. Limitation of Guarantor's Liability. The Guarantor, and
by its acceptance of a Security each Holder, hereby confirms that it is the
intention of all such parties that in no event shall any Guarantor Obligations
under the Guarantees constitute or result in a fraudulent transfer or conveyance
for purposes of, or result in a violation of, any United States federal, or
applicable United States state, fraudulent transfer or conveyance or similar
law. To effectuate the foregoing intention, in the event that the Guarantor
Obligations, if any, in respect of the Securities of any series would, but for
this sentence, constitute or result in such a fraudulent transfer or conveyance
or violation, then the liability of the Guarantor under its Guarantees in
respect of the Securities of such series shall be reduced to the extent
necessary to eliminate such fraudulent transfer or conveyance or violation under
the applicable fraudulent transfer or conveyance or similar law.

                                ARTICLE FOURTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

         SECTION 1401. Applicability of Article. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance

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<PAGE>


with the terms of such Securities and (except as otherwise specified by the
terms of such series established pursuant to Section 301) in accordance with
this Article.

         SECTION 1402. Repayment of Securities. Securities of any series subject
to repayment in whole or in part at the option of the Holders thereof will,
unless otherwise provided in the terms of such Securities, be repaid at the
Repayment Price thereof, together with interest, if any, thereon accrued to the
Repayment Date specified in or pursuant to the terms of such Securities. The
Company covenants that on or before the Repayment Date it will deposit with the
Trustee or with a Paying Agent (or, if the Company or the Guarantor is acting as
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) sufficient to pay the Repayment Price of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

         SECTION 1403. Exercise of Option. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. To be repaid at the option of
the Holder, any Security so providing for such repayment, with the "Option to
Elect Repayment" form on the reverse of such Security duly completed by the
Holder (or by the Holder's attorney duly authorized in writing), must be
received by the Company at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 45
days nor later than 30 days prior to the Repayment Date. If less than the entire
Repayment Price of such Security is to be repaid in accordance with the terms of
such Security, the portion of the Repayment Price of such Security to be repaid,
in increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of such Security surrendered that is not to be repaid,
must be specified. Any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

         SECTION 1404. When Securities Presented for Repayment Become Due and
Payable. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company and, if
applicable, the Guarantor shall default in the payment of such Securities on
such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be repaid, except to the extent provided below, shall be
void. Upon surrender of any such Security for repayment in accordance with such
provisions, together with all coupons, if any, appertaining thereto maturing
after the

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<PAGE>


Repayment Date, the Repayment Price of such Security so to be repaid shall be
paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that coupons whose Stated Maturity is on or prior to
the Repayment Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, unless otherwise specified
as contemplated by Section 301, in the case of Registered Securities,
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

         If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1402 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, the Guarantor, if applicable, 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 as provided in the preceding sentence, such
Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

         If any Security surrendered for repayment shall not be so repaid upon
surrender thereof, the Repayment Price shall, until paid, bear interest from the
Repayment Date at the rate of interest set forth in such Security or, in the
case of an Original Issue Discount Security, at the Yield to Maturity of such
Security.

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<PAGE>


         SECTION 1405. Securities Repaid in Part. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, and of like tenor, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid, with, if applicable,
Guarantees endorsed thereon duly executed by the Guarantor. If a temporary
global Security or permanent global Security is so surrendered, such new
Security so issued shall be a new temporary global Security or a new permanent
global Security, respectively.

                                ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1501. Company's Option to Effect Defeasance or Covenant
Defeasance. If pursuant to Section 301 provision is made for either or both of
(a) defeasance of the Securities of a series under Section 1502 or (b) covenant
defeasance of the Securities of a series under Section 1503, then the provisions
of such Section 1502 or Section 1503, as the case may be, together with Sections
1504, 1505 and 1506, shall be applicable to the Securities of such series, and
the Company may, at its option by Officer's Certificate, at any time, with
respect to the Securities of such series, elect to have either Section 1502 (if
applicable) or Section 1503 (if applicable) be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Fifteen.

         SECTION 1502. Defeasance and Discharge. Upon the Company's exercise of
the above option applicable to this Section with respect to any Securities of or
within a series and subject to Sections 1505 and 1506, the Company and the
Guarantor shall be deemed to have been discharged from its obligations with
respect to the Outstanding Securities of such series and any related coupons on
and after the date the conditions precedent set forth below are satisfied but
subject to satisfaction of the conditions subsequent set forth below
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company and the Guarantor shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and any
related coupons, which shall thereafter be deemed to be "Outstanding" only for
the purposes of Section 1505 and the other Sections of this Indenture referred
to in (A) and (B) below, and to have satisfied all their other obligations under
such Securities and any related coupons and this Indenture insofar as such
Securities and any related coupons 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: (A) the rights of Holders of such Outstanding
Securities of such securities and any related coupons to receive, solely from
the trust fund described in Section 1504 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any, on) and
interest on such Securities and any related coupons when such payments are due,
(B) the Company's obligations and, to the extent applicable, the Guarantor's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as

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<PAGE>


contemplated by Section 1007, and such obligations as shall be ancillary
thereto, (C) the rights, powers, trusts, duties, immunities and other provisions
in respect of the Trustee hereunder and (D) this Article Fifteen. Subject to
compliance with this Article Fifteen, the Company may exercise its option under
this Section 1502 notwithstanding the prior exercise of its option under Section
1503 with respect to such Securities and any related coupons. Following a
defeasance, payment of the Securities of such series may not be accelerated
because of an Event of Default.

         SECTION 1503. Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company and the Guarantor shall each be released from its
obligations under any Section(s) of this Indenture applicable to such Securities
that are determined pursuant to Section 301 to be subject to this provision with
respect to the Outstanding Securities of such series and any related coupons on
and after the date the conditions precedent set forth below are satisfied but
subject to satisfaction of the conditions subsequent set forth below
(hereinafter, "covenant defeasance"), and such Securities and any related
coupons shall thereafter be deemed not to be "Outstanding" for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such Sections, 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 of such series and any related coupons, the Company and the Guarantor
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
by reason of reference in any such Section 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 hereunder, but, except as specified above, the remainder of
this Indenture and such Securities and any related coupons shall be unaffected
thereby. Following a covenant defeasance, payment of the Securities of such
series may not be accelerated because of an Event of Default solely by reference
to such Sections specified above in this Section 1503.

         SECTION 1504. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions precedent or, as specifically noted below,
subsequent, to application of either Section 1502 or Section 1503 to any
Outstanding Securities of or within a series and any related coupons:

                  (1) The Company shall have irrevocably deposited or caused to
         be irrevocably deposited with the Trustee (or another trustee
         satisfying the requirements of Section 607 who shall agree to comply
         with the provisions of this Article Fifteen applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for the benefit of, and dedicated
         solely to, the Holders of such Securities and any related coupons, (A)
         Dollars in an amount, or (B) Government Obligations 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, Dollars in an amount, or (C) a combination
         thereof, sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee (or other qualifying trustee), to pay
         and discharge, and which shall be applied by the Trustee (or other
         qualifying trustee) to pay and discharge, (i) each installment of
         principal of (and premium, if any, on) and

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<PAGE>


         interest on such Outstanding Securities and any related coupons on the
         Stated Maturity (or Redemption Date, if applicable) of such principal
         (and premium, if any) or interest on the day on which such payments are
         due and payable in accordance with the terms of this Indenture, the
         Securities of such series and the coupons, if any, appertaining
         thereto, and (ii) any mandatory sinking fund payments or analogous
         payments applicable to such Outstanding Securities and any related
         coupons on the due dates thereof. Before such a deposit, the Company
         may give to the Trustee, in accordance with Section 1102 hereof, a
         notice of its election to redeem all or any portion of such Outstanding
         Securities at a future date in accordance with the terms of the
         Securities of such series and Article Eleven hereof, which notice shall
         be irrevocable. Such irrevocable redemption notice, if given, shall be
         given effect in applying the foregoing.

                  (2) No Default or Event of Default with respect to such
         Securities or any related coupons shall have occurred and be continuing
         (A) on the date of such deposit or (B) insofar as paragraphs (4) and
         (5) of Section 501 are concerned, at any time during the period ending
         on the 91st day after the date of such deposit or, if longer, ending on
         the day following the expiration of the longest preference period
         applicable to the Company in respect of such deposit (it being
         understood that the condition in this clause (B) is a condition
         subsequent and shall not be deemed satisfied until the expiration of
         such period).

                  (3) Such defeasance or covenant defeasance shall not (A) cause
         the Trustee for the Securities of such series to have a conflicting
         interest as defined in TIA Section 310(b) or otherwise for purposes of
         the Trust Indenture Act with respect to any securities of the Company
         or (B) result in the trust arising from such deposit to constitute,
         unless it is qualified as, a regulated investment company under the
         Investment Company Act of 1940, as amended.

                  (4) 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.

                  (5) Such defeasance or covenant defeasance shall not cause any
         Securities of such series then listed on any registered national
         securities exchange under the Securities Exchange Act of 1934, as
         amended, to be delisted.

                  (6) In the case of an election under Section 1502, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (x) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (y) 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 of such series and any related coupons 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.

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<PAGE>


                  (7) In the case of an election under Section 1503, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of the Outstanding Securities of such series and any
         related coupons will not recognize income, gain or loss for federal
         income tax purposes as a result of such covenant defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such covenant
         defeasance had not occurred.

                  (8) Such defeasance or covenant defeasance shall be effected
         in compliance with any additional terms, conditions or limitations
         which may be imposed in connection therewith pursuant to Section 301.

                  (9) The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent and subsequent provided for in this Indenture
         relating to either the defeasance under Section 1502 or the covenant
         defeasance under Section 1503 (as the case may be) have been complied
         with.

         SECTION 1505. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee--collectively
for purposes of this Section 1505, the "Trustee") pursuant to Section 1504 in
respect of the Outstanding Securities of any series and any related coupons
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and any related coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company or
the Guarantor acting as Paying Agent) as the Trustee may determine, to the
Holders of such Securities and any related coupons of all sums due and to become
due thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the money or Government Obligations
deposited pursuant to Section 1504 or the principal and interest received in
respect thereof.

         Anything in this Article Fifteen 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 Section 1504 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article.

         SECTION 1506. Reinstatement. Anything herein to the contrary
notwithstanding, if and to the extent the deposited money or Government
Obligations (or the proceeds thereof) either (i) cannot be applied by the
Trustee or any Paying Agent in accordance with Section 1505 because of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application or (ii) are for any reason insufficient
in amount, then (x) the Company's and the Guarantor's obligations, if any, to
pay

                                       86
<PAGE>


principal of and any premium and interest on the Securities of such series and
any related coupons shall be reinstated to the extent necessary to cover the
deficiency on any due date for payment and (y) in the case of a covenant
defeasance under Section 1503, the Company's and the Guarantor's obligations, if
any, under any Sections applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision shall be reinstated
unless and until all deficiencies on any due date for payment are covered. In
any case specified in clause (i), the Company's interest in the deposited money
and Government Obligations (and proceeds thereof) shall be reinstated to the
extent the Company's payment obligations are reinstated.

                                ARTICLE SIXTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

         SECTION 1601. Purposes for Which Meetings May Be Called. A meeting of
Holders of Securities of any and all 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 action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

         SECTION 1602. Call, Notice and Place of Meetings. (a) The Trustee may
at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1601, to be held at such time and at such place in
the Borough of Manhattan, The City of New York or in London 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 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

         (b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 33 1/3% in aggregate 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
1601, by written request setting forth in reasonable detail the action proposed
to be taken at the meeting, and the Trustee shall not have made the first
publication or mailing of the notice of such meeting within 21 days after
receipt of such request 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 in
London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

         SECTION 1603. 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

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<PAGE>


representatives of the Company and its counsel and any representatives of the
Guarantor and its counsel.

         SECTION 1604. Quorum; Action. The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided, however,
that if any action is to be taken at such meeting with respect to a consent,
waiver, request, demand, notice, authorization, direction or other action which
this Indenture expressly provides may be made, given or taken by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes of 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 such adjourned meeting, such adjourned 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 adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1602(a), 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 any 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 the first paragraph of Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the Holders of not less than a majority in principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the
first paragraph of the proviso to Section 902, any resolution with respect to
any consent, waiver, request, demand, notice, authorization, direction or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of not less than a specified percentage, 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 only by
the affirmative vote of the Holders of not less than such specified percentage
in principal amount of the Outstanding Securities of that 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 related coupons,
whether or not present or represented at the meeting.

         Notwithstanding the foregoing provisions of this Section 1604, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any consent, waiver, request, demand, notice, authorization,
direction or other action that this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage in principal amount of
all Outstanding Securities affected thereby, or of the Holders of such series
and one or more additional series:

                                       88
<PAGE>


                  (i) there shall be no minimum quorum requirement for such
         meeting; and

                  (ii) the principal amount of the Outstanding Securities of
         such series that vote in favor of such consent, waiver, request,
         demand, notice, authorization, direction or other action shall be taken
         into account in determining whether such request, demand,
         authorization, direction, notice, consent, waiver or other action has
         been made, given or taken under this Indenture.

         SECTION 1605. Determination of Voting Rights; Conduct and Adjournment
of Meetings. (a) 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 Securities of a 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 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the Person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 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 104 or
other proof.

         (b) 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 1602(b), 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.

         (c) At any meeting of the Holders, each Holder of a Security of such
series or proxy shall be entitled to one vote for each $1,000 principal amount
of the Outstanding Securities of such series held or represented by such Holder;
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.

         (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1602 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 1606. 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

                                       89
<PAGE>


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
duplicate of all votes cast at the meeting. A record, at least in duplicate, 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
fact, setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1602 and, if applicable, Section 1604.
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.

                                    * * * * *

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

                                       90
<PAGE>


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

                                         VIACOM INC.,
                                             as Issuer


                                         By: /s/ Robert G. Freedline
                                             -----------------------------------
                                             Name:  Robert G. Freedline
                                             Title: Vice President and Treasurer
Attest:


By:  /s/ Alissa Makower
    ----------------------------------
    Name:  Alissa D. Makower
    Title: Assistant Secretary


                                         VIACOM INTERNATIONAL INC.,
                                             as Guarantor

                                         By: /s/ Robert G. Freedline
                                             -----------------------------------
                                             Name:  Robert G. Freedline
                                             Title: Vice President and Treasurer
Attest:


By:  /s/ Alissa Makower
    ----------------------------------
    Name:  Alissa D. Makower
    Title: Assistant Secretary

                                         THE BANK OF NEW YORK,
                                             as Trustee


                                         By: /s/ Julie Salovitch-Miller
                                             -----------------------------------
                                             Name:  Julie Salovitch-Miller
                                             Title: Vice President

<PAGE>


                                    EXHIBIT A

                             FORMS OF CERTIFICATION



                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

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

         This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Viacom Inc. or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in
addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.

         As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

<PAGE>

                                     A-1-2

         This certificate excepts and does not relate to [U.S.$] of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

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

Dated: _____________________, 20__

[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii)
the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

                                           [Name of Person Making Certification]



                                           _____________________________________
                                           (Authorized Signatory)
                                           Name:
                                           Title:

<PAGE>


                                   EXHIBIT A-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
                 CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF
                    A PORTION OF A TEMPORARY GLOBAL SECURITY
                       OR TO OBTAIN INTEREST PAYABLE PRIOR
                              TO THE EXCHANGE DATE

                                   CERTIFICATE

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

         This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$]________ principal
amount of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Viacom Inc. or its agent
that such financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) is owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, to the further effect, that financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.

         As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

         We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

         We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or

<PAGE>


                                     A-2-2

threatened in connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy thereof to any
interested party in such proceedings.

Dated: _____________________, 20__

[To be dated no earlier than the Exchange Date or the relevant Interest Payment
Date occurring prior to the Exchange Date, as applicable]

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

                                     [Clearstream Banking, societe anonyme]



                                     By: _______________________________________
                                         Name:
                                         Title