<PAGE>

                                                                     EXHIBIT 4.7
================================================================================

                                   INDENTURE



                                    Between



                CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.



                                      and



                       ____________________, AS TRUSTEE



                         Dated as of ___________, 1998


===============================================================================
<PAGE>

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


                                  ARTICLE ONE

                                  DEFINITIONS

<TABLE>
<S>                                                              <C>
Section 1.01    Certain Terms Defined..........................   1
                Board of Directors.............................
                Business Day...................................
                Certified Resolution...........................
                Commission.....................................
                Corporation....................................
                Depository.....................................
                Event of Default...............................
                Global Security................................
                Indenture......................................
                Interest Payment Date..........................
                Officer's Certificate..........................
                Opinion of Counsel.............................
                Original Issue Discount Security...............
                Outstanding....................................
                Paying Agent...................................
                Periodic Offering..............................
                Person.........................................
                Principal Office of the Trustee................
                Principal Property.............................
                Record Date....................................
                Redemption Date................................
                Redemption Price...............................
                Register.......................................
                Responsible Officer............................
                Restricted Subsidiary..........................
                Security or Securities.........................
                Securityholder; Holder.........................
                Stated Maturity................................
                Subsidiary.....................................
                Supplemental Indenture.........................
                Trustee........................................
                Trust Indenture Act of 1939....................
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                         <C>
                                  ARTICLE TWO

                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
                      TRANSFER AND EXCHANGE OF SECURITIES

Section 2.01    Amount, Series, Execution, Authentication
                  and Delivery of Securities..............................

Section 2.02    Form of Securities and Trustee's
                  Certificate of Authentication...........................

Section 2.03    Denominations; Payment of Interest
                  on Securities...........................................

Section 2.04    Execution of Securities...................................

Section 2.05    Registration, Transfer and Exchange
                  of Securities...........................................

Section 2.06    Temporary Securities......................................

Section 2.07    Mutilated, Destroyed, Lost or Stolen
                  Securities..............................................

Section 2.08    Cancellation and Destruction of
                  Surrendered Securities..................................

Section 2.09    Securities in Global Form;
                  Depositories............................................


                                 ARTICLE THREE

                           REDEMPTION OF SECURITIES


Section 3.01    Redemption of Securities...................................

Section 3.02    Notice of Redemption.......................................

Section 3.03    Selection of Securities for Redemption.....................

Section 3.04    Partial Redemption of Registered
                  Security.................................................

Section 3.05    Effect of Redemption.......................................

                                 ARTICLE FOUR
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                          <C>
                    PARTICULAR COVENANTS OF THE CORPORATION


Section 4.01    Payment of Principal of and Interest
                  on Securities............................................

Section 4.02    Corporate Existence of the Corporation;
                  Consolidation, Merger, Sale or
                  Transfer.................................................

Section 4.03    Maintenance of Offices or Agencies for
                  Transfer, Registration, Exchange and
                  Payment of Securities....................................

Section 4.04    Appointment to Fill a Vacancy in the
                  Office of Trustee........................................

Section 4.05    Duties of Paying Agent.....................................

Section 4.06    Notice of Default..........................................


                                 ARTICLE FIVE

                      SECURITYHOLDERS' LISTS AND REPORTS
                      BY THE CORPORATION AND THE TRUSTEE


Section 5.01    Corporation to Furnish Trustee
                  Information as to the Names and
                  Addresses of Securityholders.............................

Section 5.02    Preservation of Information;
                  Communication to Securityholders.........................

Section 5.03    Reports by Corporation.....................................

Section 5.04    Reports by Trustee.........................................


                                  ARTICLE SIX

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT


Section 6.01    Events of Default; Acceleration, Waiver
                  of Default and Restoration of
                  Position and Rights......................................
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                          <C>
Section 6.02    Covenant of Corporation to Pay to Trustee
                   Whole Amount Due on Securities on
                   Default in Payment of Interest or
                   Principal...............................................

Section 6.03    Trustee May File Proofs of Claim...........................

Section 6.04    Trustee May Enforce Claims Without
                  Possession of Securities.................................

Section 6.05    Application of Moneys Collected by
                  Trustee..................................................

Section 6.06    Limitation on Suits By Holders of
                  Securities...............................................

Section 6.07    Rights and Remedies Cumulative.............................

Section 6.08    Delay or Omission Not Waiver...............................

Section 6.09    Control By Holders; Waiver of Past
                  Defaults.................................................

Section 6.10    Trustee to Give Notice of Defaults
                  Known to It, But May Withhold in
                  Certain Circumstances....................................

Section 6.11    Requirement of an Undertaking to Pay
                  Costs in Certain Suits Under the
                  Indenture or Against the Trustee.........................


                                 ARTICLE SEVEN

                            CONCERNING THE TRUSTEE


Section 7.01    Certain Duties and Responsibilities
                  of Trustee...............................................

Section 7.02    Certain Rights of Trustee..................................

Section 7.03    Trustee Not Responsible for Recitals
                  or Application of Proceeds...............................

Section 7.04    Trustee May Own Securities.................................

Section 7.05    Moneys Received by Trustee to be Held
                  in Trust.................................................
</TABLE>

                                      iv
<PAGE>

<TABLE>
<S>                                                                         <C>
Section 7.06    Trustee Entitled to Compensation,
                  Reimbursement and Indemnity..............................

Section 7.07    Right of Trustee to Rely on Officer's
                  Certificate Where No Other Evidence
                  Specifically Prescribed..................................

Section 7.08    Disqualification; Conflicting Interest.....................

Section 7.09    Requirements for Eligibility of
                  Trustee..................................................

Section 7.10    Resignation and Removal of Trustee;
                  Appointment of Successor.................................

Section 7.11    Acceptance of Appointment by
                  Successor Trustee........................................

Section 7.12    Successor to Trustee by Merger,
                  Consolidation or Succession
                  to Business..............................................

Section 7.13    Preferential Collection of Claims
                  Against the Corporation..................................


                                 ARTICLE EIGHT

                        CONCERNING THE SECURITYHOLDERS


Section 8.01    Evidence of Action by Securityholders......................

Section 8.02    Proof of Execution of Instruments and
                  of Holding of Securities.................................

Section 8.03    Who May be Deemed Owners of
                  Securities...............................................

Section 8.04    Securities Owned by the Corporation or
                  Controlled or Controlling Persons
                  Disregarded for Certain Purposes.........................

Section 8.05    Instruments Executed by Securityholders
                  Bind Future Holders......................................
</TABLE>

                                       v

<PAGE>

<TABLE>
<S>                                                                         <C>
                                 ARTICLE NINE

                           SECURITYHOLDERS' MEETINGS


Section 9.01    Purposes for Which Meetings May be
                  Called...................................................

Section 9.02    Manner of Calling Meetings.................................

Section 9.03    Call of Meeting by the Corporation or
                  Securityholders..........................................

Section 9.04    Who May Attend and Vote at Meetings........................

Section 9.05    Regulations May be Made by Trustee;
                  Conduct of the Meeting; Voting
                  Rights - Adjournment.....................................

Section 9.06    Manner of Voting at Meetings and
                  Record to be Kept........................................

Section 9.07    Exercise of Rights of Trustee and
                  Securityholders Not to be Hindered
                  or Delayed...............................................


                                  ARTICLE TEN

                            SUPPLEMENTAL INDENTURES


Section 10.01   Purposes for Which Supplemental
                  Indentures May be Entered Into
                  Without Consent of Securityholders.......................

Section 10.02   Modification of Indenture with Consent
                  of Holders of Securities.................................

Section 10.03   Effect of Supplemental Indentures..........................

Section 10.04   Securities May Bear Notation of Changes
                  by Supplemental Indentures...............................
</TABLE>

                                      vi
<PAGE>

<TABLE>
<S>                                                                         <C>
                                ARTICLE ELEVEN

                             DISCHARGE; DEFEASANCE


Section 11.01   Discharge of Indenture.....................................

Section 11.02   Discharge of Liability on Securities.......................

Section 11.03   Discharge of Certain Covenants and Other
                  Obligations..............................................

Section 11.04   Discharge of Certain Obligations Upon
                  Deposit of Money or Securities with
                  Trustee..................................................

Section 11.05   Unclaimed Moneys...........................................


                                ARTICLE TWELVE

               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                 AND DIRECTORS


Section 12.01   Incorporators, Stockholders, Officers
                  and Directors of Corporation Exempt
                  From Individual Liability................................


                               ARTICLE THIRTEEN

                           MISCELLANEOUS PROVISIONS


Section 13.01   Successors and Assigns of the Corporation
                  Bound by Indenture.......................................

Section 13.02   Notices; Effectiveness.....................................

Section 13.03   Compliance Certificates and Opinions.......................

Section 13.04   Days on Which Payment to be Made,
                  Notice Given or Other Action
                  Taken....................................................

Section 13.05   Provisions Required by Trust Indenture
                  Act of 1939 to Control...................................

Section 13.06   Governing Law..............................................
</TABLE>

                                      vii

<PAGE>

<TABLE>
<S>                                                                         <C>
Section 13.07   Provisions of the Indenture and
                  Securities for the Sole Benefit of
                  the Parties and the Securityholders......................

Section 13.08   Indenture May be Executed in
                  Counterparts.............................................
</TABLE>

                                     viii
<PAGE>

                 TABLE SHOWING REFLECTION IN THIS INDENTURE OF
             CERTAIN PROVISIONS OF THE TRUST INDENTURE ACT OF 1939

<TABLE>
<CAPTION>
Section                                                  Section
of Act                                                   of Indenture
-----------                                              --------------
<S>                                                      <C>
310(a)(1)................................................7.09
310(a)(2)................................................7.09
310(a)(3)................................................Inapplicable
310(a)(4)................................................Inapplicable
310(a)(5)................................................7.09
310(b)...................................................7.08, 7.10
310(c)...................................................Inapplicable
311(a)...................................................7.13(a), 7.13(c)
311(b)...................................................7.13(b), 7.13(c)
311(c)...................................................Inapplicable
312(a)...................................................5.01, 5.02(a)
312(b)...................................................5.02(b)
312(c)...................................................5.02(c)
313(a)...................................................5.04(a)
313(b)(1)................................................Inapplicable
313(b)(2)................................................5.04(b)
313(c)...................................................5.04(c)
313(d)...................................................5.04(d)
314(a)(1)................................................5.03(a)
314(a)(2)................................................5.03(b)
314(a)(3)................................................5.03(c)
314(a)(4)................................................5.03(d)
314(b)...................................................Inapplicable
314(c)...................................................13.03
314(d)...................................................Inapplicable
314(e)...................................................13.03
314(f)...................................................Omitted
315(a)...................................................7.01
315(b)...................................................6.10
315(c)...................................................7.01
315(d)...................................................7.01
315(e)...................................................6.11
316(a)(1)................................................6.09
316(a)(2)................................................Omitted
316(b)...................................................6.06
316(c)...................................................6.09
317(a)...................................................6.02, 6.03
317(b)...................................................4.08
318(a)...................................................13.05
</TABLE>

----------------------
/1/   This Table is not part of the Indenture.

                                      ix
<PAGE>

                                   INDENTURE


     THIS INDENTURE, dated as of __________ __, 1998, between CB COMMERCIAL REAL
ESTATE SERVICES GROUP, INC., a Delaware corporation (the "Corporation"), and
____________________, a ____________________ organized and existing under the
laws of ______________ (the "Trustee").

                                  WITNESSETH:

     WHEREAS, the Corporation has duly authorized the issuance, sale, execution
and delivery, from time to time, of its unsecured evidences of indebtedness
(hereinafter referred to as the "Securities"), without limit as to principal
amount, issuable in one or more Series, the amount and terms of each such Series
to be determined as hereinafter provided; and, to provide the terms and
conditions upon which the Securities are to be issued, authenticated and
delivered, the Corporation has duly authorized the execution of this Indenture;
and

     WHEREAS, all acts and things necessary to make the Securities, when
executed by the Corporation and authenticated and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the
Corporation, and to constitute this Indenture a valid indenture and agreement
according to its terms, have been done and performed, and the execution of this
Indenture and the issuance hereunder of the Securities have in all respects been
duly authorized;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Securities
are to be issued, authenticated and delivered, and in consideration of the
premises and of the purchase and acceptance of the Securities by the Holders
thereof, the Corporation covenants and agrees with the Trustee, for the equal
and proportionate benefit of the respective Holders from time to time of the
Securities or of any Series thereof, as follows:

                                  ARTICLE ONE

                                  DEFINITIONS

     SECTION 1.01. CERTAIN TERMS DEFINED. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

          (b)  all other terms used herein which are defined in the Trust
     Indenture Act of 1939, either directly or by reference therein, have the
     meanings assigned to them therein;

          (c)  all accounting terms not otherwise defined herein shall have the
     meanings assigned to them and all computations herein provided for shall be
     made, in accordance with generally accepted accounting principles, and

                                      -1-
<PAGE>

     the term "generally accepted accounting principles" shall mean such
     principles as they exist at the date of applicability thereof; and

          (d)  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.

BOARD OF DIRECTORS

     The term "Board of Directors" shall mean the Board of Directors of the
Corporation, or any duly authorized committee of such Board of Directors.

BUSINESS DAY

     The term "Business Day" shall mean any day which is not a Saturday or
Sunday or which in the City of Los Angeles or in The City of New York is neither
a legal holiday nor a day on which banking institutions are authorized by law or
regulation to close.

CERTIFIED RESOLUTION

     The term "Certified Resolution" shall mean a resolution of the Board of
Directors of the Corporation certified by the Secretary or by an Assistant
Secretary of the Corporation to have been duly adopted by the Board of Directors
of the Corporation and to be in full force and effect on the date of such
certification.

COMMISSION

     The term "Commission" shall mean the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or if at any time after the execution of this Indenture such
Commission is not existing and performing the duties theretofore assigned to it
under the Trust Indenture Act of 1939, then the body performing such duties at
such time.

CORPORATION

     The term "Corporation" shall mean CB Commercial Real Estate Services Group,
Inc., a Delaware corporation, until a successor entity shall have become such
pursuant to the applicable provisions hereof, and thereafter "Corporation" shall
mean such successor entity.

DEPOSITORY

     The term "Depository" shall mean, with respect to the Securities of
any Series issuable or issued in whole or in part in the form of one or more
Global Securities, the Person designated as Depository by the Corporation
pursuant to Section 2.01 of this Indenture until a successor Depository shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter the term "Depository" shall mean or include each Person who is then a
Depository hereunder, and if at any time there is more than one such Person,
"Depository" as used with respect to the Securities of any such Series shall
mean the Depository with respect to the Securities of that Series.

EVENT OF DEFAULT

     The term "Event of Default" with respect to Securities of any Series shall
mean any event specified as such in Section 6.01 and any other event as may be
established with respect to the securities of such Series as permitted by
Section 2.01.  An Event of Default shall "exist" if an Event of Default shall
have occurred and be continuing.

                                      -2-
<PAGE>

GLOBAL SECURITY

     The term "Global Security" shall mean a Security evidencing all or a
portion of a Series of Securities, issued under the Indenture and delivered to
the Depository for such Series in accordance with Section 2.09 of this
Indenture, and bearing the legend prescribed in such Section 2.09.

INDENTURE

     The term "Indenture" shall mean this instrument as originally executed, or
as it may from time to time be supplemented, modified or amended, as provided
herein, and shall include the form and terms of particular Series of Securities
established in accordance with the provisions of Sections 2.01 and 2.02.

INTEREST PAYMENT DATE

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

OFFICER'S CERTIFICATE

     The term "Officer's Certificate" shall mean a certificate signed by the
Chairman of the Board, any Vice-Chairman of the Board or any Vice-President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Corporation.  Each such certificate shall include the statements provided
for in Section 13.03, if and to the extent required by the provisions of such
Section.

OPINION OF COUNSEL

     The term "Opinion of Counsel" shall mean a written opinion of counsel who
may be counsel to the Corporation.  Each such opinion shall include the
statements provided for in Section 13.03, if and to the extent required by the
provisions of such Section.

ORIGINAL ISSUE DISCOUNT SECURITY

     The term "Original Issue Discount Security" shall mean (a) any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01 or (b) any other Security which for United States Federal income
tax purposes would be considered an original issue discount security.

OUTSTANDING

     The term "Outstanding" when used with reference to Securities shall,
subject to the provisions of Section 8.04, mean, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:

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

          (b)  Securities, for whose payment or redemption moneys in the
     necessary amount have been theretofore deposited with the Trustee or with
     any Paying Agent in trust for the Holders of such Securities, provided that
     if such Securities are to be redeemed, notice of such redemption has been
     duly given as provided in Article Three hereof, or provision therefor
     satisfactory to the Trustee has been made;

          (c)  Securities in exchange for or in lieu of which other Securities
     shall have been authenticated and delivered under this Indenture; and

                                      -3-
<PAGE>

          (d)  Securities alleged to have been destroyed, lost or stolen which
     have been paid as provided in Section 2.07 hereof.

     In determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination as if a declaration of acceleration of the maturity
thereof pursuant to Section 6.01 had been made.

PAYING AGENT

     The term "Paying Agent" means any Person authorized by the Corporation to
pay the principal of and any interest and premium on any Securities on behalf of
the Corporation.

PERIODIC OFFERING

     The term "Periodic Offering" means an offering of Securities of a Series,
from time to time the specific terms of which (including without limitation, the
rate or rates of interest, if any, thereon or any methods of calculating such,
the maturity date or dates thereof and any redemption provisions with respect
thereto) are to be determined by the Corporation or its agents upon the issuance
of such Series of Securities.

PERSON

     The term "Person" shall mean an individual, a corporation, a partnership, a
joint venture, an association, a joint stock company, a trust, an unincorporated
organization, or a government or any agency, authority or political subdivision
thereof.

PRINCIPAL OFFICE OF THE TRUSTEE

     The term "Principal Office of the Trustee" shall mean the principal office
of the Trustee in ______________________ at which at any particular time its
corporate trust business shall be administered, except that with respect to
presentation of Securities for payment such term shall mean the office or agency
of the Trustee at which at any particular time its corporate agency business
shall be conducted.  The present address of the principal office at which the
corporate trust business of the Trustee is administered is
_________________________________________________.

RECORD DATE

     The term "Record Date" for the interest payable on any Interest Payment
Date on any Series of Securities shall mean the date specified as such in the
Securities of such Series.

REDEMPTION DATE

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

REDEMPTION PRICE

     The term "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.  It includes any applicable premium but does not include installments
of interest whose Stated Maturity is on or before the Redemption Date.

REGISTER

                                      -4-
<PAGE>

     The term "Register" shall mean the books for the registration and transfer
of Securities which books are kept by the Trustee pursuant to Section 2.05.

RESPONSIBLE OFFICER

     The term "Responsible Officer" when used with respect to the Trustee shall
mean the chairman and vice-chairman of the board of directors, the chairman and
vice-chairman of the executive committee of said board, the president, any vice-
president or second vice-president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
corporate trust officer, the controller, 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 of the Trustee to whom
such matter is referred because of such Person's knowledge of and familiarity
with the particular subject.

SECURITY OR SECURITIES

     The terms "Security" or "Securities" shall mean any security or securities
of the Corporation without regard to Series, authenticated and delivered under
this Indenture.

SECURITYHOLDER; HOLDER

     The terms "Securityholder" or "Holder", whenever employed herein with
respect to a Security, shall mean the Person in whose name such Security shall
be registered on the Register.

SERIES

     The term "Series" shall mean an issue of Securities under this Indenture.

STATED MATURITY

     The term "Stated Maturity" when used with respect to any Security or any
installment of interest thereon means the date specified in such Security as the
fixed date on which the principal of such Security or such installment of
interest is due and payable.

SUPPLEMENTAL INDENTURE

     The term "Supplemental Indenture" shall mean an indenture supplemental
hereto as such Supplemental Indenture may be originally executed, or as it may
from time to time be supplemented, modified or amended, as provided herein and
therein.

TRUSTEE

     The term "Trustee" shall mean ________________ until a successor Trustee
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Trustee" shall mean such successor Trustee.

TRUST INDENTURE ACT OF 1939

     The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act
of 1939, as amended as of the date of this Indenture.

UNITED STATES DOLLARS

     The term "United States Dollars" shall mean the lawful currency of the
United States of America.

                                      -5-
<PAGE>

                                  ARTICLE TWO

                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
                      TRANSFER AND EXCHANGE OF SECURITIES


     SECTION 2.01. AMOUNT, SERIES, EXECUTION, AUTHENTICATION AND DELIVERY OF
SECURITIES. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is not limited. The Securities
may be issued in one or more Series.

     (A)  The following terms and provisions of each Series of Securities shall
be established by a resolution of the Board of Directors and set forth in either
a Certified Resolution or a Supplemental Indenture:

          (1)  the designation of the Series of Securities (which shall
               distinguish the Securities of such Series from all other Series
               of Securities),

          (2)  any limit upon the aggregate principal amount of the particular
               Series of Securities which may be executed, authenticated and
               delivered under this Indenture; provided, however, that nothing
               contained in this Section 2.01 or elsewhere in this Indenture or
               in the Securities or in such Certified Resolution or in a
               Supplemental Indenture is intended to or shall limit execution by
               the Corporation or authentication and delivery by the Trustee of
               Securities under the circumstances contemplated by Sections 2.05,
               2.06, 2.07, 3.04 and 10.04,

          (3)  the currency or currencies or composite currency in which
               principal of and interest and any premium on such Series of
               Securities shall be payable (if other than in United States
               Dollars),

          (4)  the Stated Maturity for payment of principal of such Series of
               Securities and any sinking fund or analogous provisions,

          (5)  the rate or rates at which such Series of Securities shall bear
               interest or the method of calculating such rate or rates of
               interest and the Interest Payment Dates for such Series of
               Securities,

          (6)  the place or places where such Series of Securities may be
               presented for payment and for the other purposes provided in
               Section 4.06,

          (7)  any Redemption Price or Prices, the Redemption Date or Dates and
               other applicable redemption or repurchase provisions for such
               Series of Securities,

          (8)  whether such Series of Securities shall be issuable as one or
               more Global Securities and the form of such Series of Securities,

          (9)  if the Securities of such Series shall be issued in whole or in
               part as one or more Global Securities, the Depository for such
               Global Security or Securities and any additional terms and
               conditions relating to such Global Securities not set forth in
               this Indenture,

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

          (11) the date from which interest on such Securities shall accrue,

                                      -6-
<PAGE>

          (12) the basis upon which interest on such Series of Securities shall
               be computed (if other than on the basis of a 360-day year of
               twelve 30-day months),

          (13) if other than the principal amount thereof, the portion of the
               principal amount of such Series of Securities which shall be
               payable upon declaration of acceleration of the maturity thereof
               pursuant to Section 6.01,

          (14) the Person or Persons who shall be registrar for such Series of
               Securities, and the place or places where the Register of such
               Series of Securities shall be kept,

          (15) any additional events of default with respect to the Securities
               of a particular Series not set forth herein,

          (16) any additional covenants of the Corporation with respect to the
               Securities of a particular Series not set forth herein,

          (17) the terms and conditions, if any, upon which any Securities of
               such Series may or shall be converted into other instruments or
               other forms of property and

          (18) any other terms of such Series of Securities (which terms shall
               not be inconsistent with the provisions of this Indenture).

     All Securities of any one Series shall be substantially identical except
that any Series may have serial maturities and different interest rates for
different maturities and except as to denomination and the differences herein
specified between Global Securities and Securities issued in definitive form and
except as may otherwise be provided in or pursuant to the Certified Resolution
or Supplemental Indenture relating to such Series of Securities.  All Securities
of any one Series need not be issued at the same time, and, unless otherwise
provided in the Certified Resolution or Supplemental Indenture relating to such
Series, a Series may be reopened for issuances of additional Securities of such
Series.

     (B)  At any time and from time to time after the execution and delivery of
this Indenture, the Corporation may deliver any Series of Securities executed by
the Corporation to the Trustee for authentication by it, and the Trustee shall
thereupon authenticate and deliver said Securities (or if only a single Global
Security, such Global Security) to or upon the written order of the Corporation,
signed by an officer of the Corporation, without any further corporate action.
In authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities and except as hereinafter
provided with respect to a Series of Securities subject to a Periodic Offering,
the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon:

          (1)  each Certified Resolution relating to such Series of Securities,

          (2)  an executed Supplemental Indenture, if any, relating to such
               Series of Securities,

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

               (a)  the terms and form of such Securities have been established
                    as permitted by Sections 2.01 and 2.02 in conformity with
                    the provisions of this Indenture,

               (b)  such Securities, when executed and issued by the Corporation
                    and authenticated and delivered by the Trustee in accordance
                    with the provisions of this Indenture and subject to any
                    conditions specified in such Opinion of Counsel, will
                    constitute valid and binding obligations of the Corporation,
                    except as any rights thereunder may be limited by the effect
                    of bankruptcy, insolvency, reorganization, receivership,
                    conservatorship,

                                      -7-
<PAGE>

                    arrangement, moratorium or other laws affecting or relating
                    to the rights of creditors generally; the rules governing
                    the availability of specific performance, injunctive relief
                    or other equitable remedies and general principles of
                    equity, regardless of whether considered in a proceeding in
                    equity or at law; the effect of applicable court decisions
                    invoking statutes or principles of equity, which have held
                    that certain covenants and provisions of agreements are
                    unenforceable where the breach of such covenants or
                    provisions imposes restrictions or burdens upon a borrower,
                    and it cannot be demonstrated that the enforcement of such
                    restrictions or burdens is necessary for the protection of
                    the creditor, or which have held that the creditor's
                    enforcement of such covenants or provisions under the
                    circumstances would have violated the creditor's covenants
                    of good faith and fair dealing implied under California law;
                    and the effect of California statutes and rules of law which
                    cannot be waived prospectively by a borrower, and

               (c)  the Corporation has complied with all applicable Federal
                    laws and requirements in respect of the execution and
                    delivery of such Securities.

With respect to a Series of Securities subject to a Periodic Offering, the
Trustee shall be entitled to receive, and, subject to Section 7.01, shall be
fully protected in relying upon the documents described in the foregoing
subsections (1), (2) and (3) of this Section 2.01; provided that  (i) the
Certified Resolution may be delivered to the Trustee prior to the delivery to
the Trustee of such Securities for authentication and delivery, (ii) the Trustee
shall authenticate and deliver Securities of such Series for original issue from
time to time, in an aggregate principal amount not exceeding the aggregate
principal amount, if any, established for such Series, pursuant to such
Certified Resolution or pursuant to such procedures as may be specified from
time to time by a Certified Resolution, (iii) the maturity date or dates,
original issue date or dates, interest rate or rates or the method or methods of
calculating such and any other terms of the Securities of such Series shall be
determined by the Certified Resolution or pursuant to such procedures, (iv) if
provided for in such procedures, such Certified Resolution may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Corporation or its duly authorized agent or agents, which oral instructions
shall be promptly confirmed in writing and (v) the Trustee shall be entitled to
receive an Opinion of Counsel only once at or prior to the time of the first
authentication of Securities of such Series and that the opinions described in
the foregoing subsections (3)(a) and (3)(b) of this Section 2.01 may be to the
effect that:

          (x)  the form of the Securities of such Series has been duly
     authorized by the Corporation and has been established in conformity with
     the provisions of this Indenture and that, when the terms of such
     Securities shall have been established pursuant to a Certified Resolution
     or pursuant to such procedures as maybe specified from time to time by a
     Certified Resolution, such terms will have been duly authorized by the
     Corporation and will have been established in conformity with the
     provisions of this Indenture and

          (y)  Securities of such Series, when executed and issued by the
     Corporation and completed, authenticated and delivered by the Trustee in
     accordance with the provisions of this Indenture and subject to any
     conditions specified in such Opinion of Counsel and when paid for, all as
     contemplated by and in accordance with the Certified Resolution or
     specified procedures, as the case may be, will constitute valid and binding
     obligations of the Corporation, except as any rights thereunder may be
     limited by the effect of bankruptcy, insolvency, reorganization,
     receivership, conservatorship, arrangement, moratorium or other laws
     affecting or relating to the rights of creditors generally; the rules
     governing the availability of specific performance, injunctive relief or
     other equitable remedies and general principles of equity, regardless of
     whether considered in a proceeding in equity or at law; the effect of
     applicable court decisions invoking statutes or principles of equity, which
     have held that certain covenants and provisions of agreements are
     unenforceable where the breach of such covenants or provisions imposes
     restrictions or burdens upon a borrower, and it cannot be demonstrated that
     the enforcement of such restrictions or burdens is necessary for the
     protection of the creditor, or which have held that the creditor's
     enforcement of such covenants or provisions under the circumstances would
     have violated the creditor's covenants of good faith and fair dealing
     implied

                                      -8-
<PAGE>

     under California law; and the effect of California statutes and rules of
     law which cannot be waived prospectively by a borrower.

With respect to Securities of a Series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Corporation of any such
Securities, the form and terms thereof and the valid and binding effect thereof,
upon the Opinion of Counsel and other documents delivered pursuant to this
Section 2.01 in connection with the first authentication of Securities of such
Series unless and until such Opinion of Counsel or other documents shall have
been superseded or revoked.  In connection with the authentication and delivery
of Securities of a Series subject to a Periodic Offering, the Trustee shall be
entitled to assume that the instructions of the Corporation to authenticate and
deliver such Securities do not violate any rules, regulations or orders of any
governmental agency having jurisdiction over the Corporation.

     Each fully registered Security shall be dated the date of its
authentication.

     SECTION 2.02.  FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE OF
AUTHENTICATION. The Securities of each Series shall be substantially of the
tenor and purport as shall be authorized by the related Certified Resolution or
Supplemental Indenture, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements thereon as the
Board of Directors 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 of such Series may be listed, or
to conform to usage.

     The definitive Securities and each Global Security may be printed,
lithographed or fully or partly engraved or produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution thereof.

     The Trustee's certificate of authentication shall be in substantially the
following form:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                 ____________________, as Trustee

                 By _________________________________________
                               Authorized Officer

     SECTION 2.03.  DENOMINATIONS; PAYMENT OF INTEREST ON FULLY REGISTERED
SECURITIES.  The Securities of each Series may be issued as fully registered
Securities in denominations all as shall be specified as contemplated by Section
2.10.  In the absence of such provisions with respect to the Securities of any
Series, the Securities of such Series (other than any Global Securities) shall
be issued in denominations of $1,000 and any integral multiple thereof.

     If the Securities of any Series shall bear interest, each Security of such
Series shall bear interest from the applicable date at the rate per annum
specified in the Certified Resolution or Supplemental Indenture with respect to
such Series of Securities.  Unless otherwise specified in the Certified
Resolution or Supplemental Indenture with respect to the Securities of any
Series, interest on the Securities of such Series shall be computed on the basis
of a 360-day year of twelve 30-day months.  Such interest shall be payable on
the Interest Payment Dates specified in the Certified Resolution or Supplemental
Indenture with respect to such Series of Securities.  The Person in whose name
any Security is registered at the close of business on the applicable Record
Date for the Series of which such Security is a part shall be entitled to
receive the interest payable thereon on such Interest Payment Date
notwithstanding the cancellation of such Security upon any transfer or exchange
thereof subsequent to such Record Date and prior to such Interest Payment Date
unless such Security shall have been called for redemption on a Redemption Date
which is subsequent to such Record Date and prior to such Interest

                                      -9-
<PAGE>

Payment Date or unless the Corporation shall default in the payment of interest
due on such Interest Payment Date on any Security of such Series.

     Any interest on any Security of any Series which 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 on the relevant Record Date solely by virtue of such Holder
having been such Holder; and such Defaulted Interest may be paid by the
Corporation, at its election in each case, as provided in subsection A or B
below:

          A.   The Corporation may elect to make payment of any Defaulted
     Interest on the Securities of any Series to the Persons in whose names such
     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 Corporation shall notify the Trustee in writing of
     the amount of Defaulted Interest proposed to be paid on each Security and
     the date of the proposed payment (which date shall be such as will enable
     the Trustee to comply with the next sentence hereof), and at the same time
     the Corporation shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit 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 subsection provided. Thereupon the
     Trustee shall fix a special record date (the "Special Record Date") for the
     payment of such Defaulted Interest which shall be not more than 15 nor 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 Corporation of such Special
     Record Date and, in the name and at the expense of the Corporation, 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 a Security of such Series at such Holder's 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 Securities of such Series are registered on such Special Record
     Date and shall no longer be payable pursuant to the following subsection B.

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

     Subject to the foregoing provisions of this Section 2.03, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Security and each such Security
shall bear interest from such date, such that neither gain nor loss in interest
shall result from such transfer, exchange or substitution.

     SECTION 2.04. EXECUTION OF SECURITIES. The Securities shall be executed
manually or in facsimile, by an officer and the Secretary or an Assistant
Secretary of the Corporation under its corporate seal, which may be affixed
thereto or printed, engraved or otherwise reproduced thereon, by facsimile or
otherwise. Only such Securities as shall bear thereon a certificate of
authentication substan tially in the form recited herein, executed by the
Trustee manually by an authorized officer, shall be entitled to the benefits of
this Indenture or be valid or obligatory for any purpose. Such certificate of
authentication of the Trustee upon any Security executed by the Corporation
shall be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture. Typographical or other errors or defects in the seal
or facsimile signature on any Security or in the text thereof shall not affect
the validity or enforceability of such Security if it has been duly
authenticated and delivered by the Trustee.

     In case any officer of the Corporation who shall have signed any of the
Securities (manually or in facsimile) shall cease to be such officer before the
Securities so signed shall have been authenticated and delivered by the Trustee,
or disposed of by the Corporation,

                                      -10-
<PAGE>

such Securities nevertheless may be authenticated and delivered or disposed of
as though the Person who signed such Securities had not ceased to be such
officer of the Corporation. Also, any Security may be signed on behalf of the
Corporation by such Persons as on the actual date of execution of such Security
shall be the proper officers of the Corporation, although at the date of the
execution of this Indenture or on the nominal date of such Security any such
Person was not such officer.

     SECTION 2.05. REGISTRATION, TRANSFER AND EXCHANGE OF SECURITIES. Except as
specifically otherwise provided herein with respect to Global Securities,
Securities of any Series may be exchanged for a like aggregate principal amount
of Securities of the same Series of other authorized denominations. Securities
to be exchanged shall be surrendered at the offices or agencies to be maintained
in accordance with the provisions of Section 4.06 and the Corporation shall
execute the Security or Securities, and the Trustee shall authenticate and
deliver in exchange therefor the Security or Securities which the Securityholder
making the exchange shall be entitled to receive.

     The Corporation shall keep or cause to be kept, at one or more of the
offices or agencies to be maintained by the Corporation in accordance with the
provisions of Section 4.06 with respect to the Securities of each Series, the
Register in which, subject to such reasonable regulations as it may prescribe,
the Corporation shall provide for the registration of the Securities of such
Series and the transfer of Securities of such Series as in this Article
provided. The Register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. At all reasonable
times the Register shall be open for inspection by the Trustee and any registrar
of the Securities of such Series other than the Trustee. Upon due presentment
for transfer of any Security of any Series at the offices or agencies of the
Corporation to be maintained in accordance with Section 4.06 with respect to the
Securities of such Series, the Corporation shall execute a new Security and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of the same Series for a like aggregate
principal amount of authorized denominations.

     Notwithstanding any other provisions of this Section 2.05, unless and until
it is exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a Series may not be
transferred except as a whole by the Depository for such Series to a nominee of
such Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor Depository for such Series or a nominee of such successor Depository.

     All Securities of any Series presented or surrendered for exchange,
transfer, redemption, conversion or payment shall, if so required by the
Corporation or any registrar of the Securities of such Series, be accompanied by
a written instrument or instruments of transfer, in form satisfactory to the
Corporation and such registrar, duly executed by the registered Holder or by
such Person's attorney duly authorized in writing.

     No service charge shall be made for any exchange or registration of
transfer of Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

     The Corporation shall not be required to exchange or transfer (a) any
Securities of any Series during a period beginning at the opening of business 15
days before the day of the first publication or the mailing (if there is no
publication) of a notice of redemption of Securities of such Series and ending
at the close of business on the day of such publication or mailing, (b) any
Securities called or selected for redemption in whole or in part, except, in the
case of Securities called for redemption in part, the portion thereof not so
called for redemption in whole or in part or during a period beginning at the
opening of business on any Record Date for such Series and ending at the close
of business on the relevant Interest Payment Date therefor.

     SECTION 2.06. TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any Series, the Corporation may execute and the Trustee shall
authenticate and deliver temporary Securities of such Series which are printed,
lithographed, typewritten or otherwise produced, in any denomination
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form and with such appropriate omissions, insertions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities. Every such
temporary Security shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Securities. If temporary Securities are issued, the Corporation
will cause definitive Securities to be prepared without unreasonable delay.
After the preparation of definitive

                                      -11-
<PAGE>

Securities, the temporary Securities of such Series shall be exchangeable for
definitive Securities upon surrender of the temporary Securities without charge
to the Holder at the offices or agencies to be maintained by the Corporation as
provided in Section 4.06 with respect to the Securities of such Series. Upon
surrender for cancellation of any one or more temporary Securities the
Corporation shall execute and the Trustee shall authenticate and deliver in
exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of such Series. Until so exchanged, the temporary
Securities of any Series shall in all respects be entitled to the benefits of
this Indenture and interest thereon, when and as payable, shall be paid to the
registered owners thereof.

     SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. If (i) any
mutilated Security is surrendered to the Trustee, or the Corporation and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Security, and (ii) there is delivered to the Corporation and the Trustee
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Corporation or the Trustee that
such Security has been acquired by a bona fide purchaser, the Corporation shall
execute and upon its request the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Security, a new Security of the same Series and of like tenor and principal
amount, bearing a number not contemporaneously Outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Corporation in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section 2.07, the
Corporation 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 connected therewith.

     Every new Security issued pursuant to this Section 2.07 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Corporation, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the security and benefits of this Indenture equally and ratably
with all other Outstanding Securities of such Series.

     The provisions of this Section 2.07 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.

     SECTION 2.08. CANCELLATION AND DESTRUCTION OF SURRENDERED SECURITIES. All
Securities surrendered for payment, redemption, transfer, conversion or exchange
shall, if surrendered to the Corporation, the Trustee or any agent of the
Corporation or of the Trustee, be delivered to the Trustee, and the same,
together with Securities surrendered to the Trustee for cancellation, shall be
canceled by it and thereafter disposed of by it as directed by the Corporation,
and no Securities shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Indenture. The Trustee shall destroy canceled
Securities and deliver a certificate of destruction thereof to the Corporation
unless by an Officer's Certificate of the Corporation, the Corporation shall
direct that canceled Securities be returned to it. If the Corporation shall
purchase or otherwise acquire any of the Securities, however, such purchase or
acquisition shall not operate as a payment, redemption or satisfaction of the
indebtedness represented by such Securities unless and until the Corporation, at
its option shall deliver or surrender the same to the Trustee for cancellation.

     SECTION 2.09. SECURITIES IN GLOBAL FORM; DEPOSITORIES. (a) Each Global
Security shall: (i) represent and be denominated in an aggregate amount equal to
the aggregate principal amount of the Securities of the Series to be represented
by such Global Security, (ii) be registered in the name of either the Depository
for such Global Security or the nominee of such Depository, (iii) be delivered
by the Trustee to such Depository or pursuant to such Depository's written
instruction and (iv) bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Global Security may not be transferred except as a whole
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any nominee to a successor Depository or a nominee of any
successor Depository." The notation of the record owner's interest in such
Global Security upon the original issuance thereof shall be deemed to be
delivery in connection with the original issuance of each beneficial owner's
interest in such Global Security. Without limiting the foregoing, the
Corporation and the Trustee shall have no responsibility, obligation or
liability with respect to: (x) the maintenance, review or accuracy of the
records of the Depository or of any of its participating organizations with
respect to any ownership interest in or payments with respect to such Global

                                      -12-
<PAGE>

Security, (y) any communication with or delivery of any notice (including
notices of redemption) with respect to the Series of Securities represented by
the Global Security to any Person having any ownership interest in such Global
Security or to any of the Depository's participating organizations or (z) any
payment made on account of any beneficial ownership interest in such Global
Security.

     (b)  If any Security of a Series is issuable in the form of a Global
Security or Securities, each such Global Security may provide that it shall
represent the aggregate amount of Outstanding Securities of such Series from
time to time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities of such Series represented thereby may from time to time
be reduced to reflect exchanges. Any endorsement of a Global Security to reflect
the amount of Outstanding Securities of a Series represented thereby shall be
made by the Trustee and in such manner as shall be specified on such Global
Security. Any instructions by the Corporation with respect to a Global Security,
after its initial issuance, shall be in writing but need not comply with Section
13.03 of this Indenture.

     (c)  Each Depository designated pursuant to the provisions of Section 2.01
of this Indenture for a Global Security must, at the time of its designation and
at all times while it serves as a depositary, be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and any other applicable
statute or regulation. If at any time the Depository for the Securities of a
Series notifies the Corporation that it is unwilling or unable to continue as
Depository for the Securities of such Series or if at any time the Depository
for the Securities of such Series shall no longer be eligible under this Section
2.09, the Corporation shall appoint a successor Depository with respect to the
Securities of such Series. If a successor Depository for the Securities of such
Series is not appointed by the Corporation within 90 days after the Corporation
receives such notice or learns of such ineligibility, the Corporation shall
execute and the Corporation shall direct the Trustee to authenticate and deliver
definitive Securities of such Series in authorized denominations in exchange for
the Global Security or Securities. Upon receipt of such direction, the Trustee
shall thereupon authenticate and deliver the definitive Securities of such
Series in the same aggregate principal amount as the Global Security or
Securities representing such Series in exchange for such Global Security or
Securities, in accordance with the provisions of subsection (e) of this Section
2.09, without any further corporate action by the Corporation.

     (d)  The Corporation may at any time and in its sole discretion determine
that the Securities of any Series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities.
In such event, the Corporation will execute and upon receipt of a written order
from the Corporation, the Trustee shall thereupon authenticate and deliver
Securities of such Series in definitive form and in authorized denominations in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Series in exchange for such Global
Security or Securities, in accordance with the provisions of subsection (e) of
this Section 2.09 without any further corporate action by the Corporation.

     (e)  Upon any exchange hereunder of the Global Security or Securities for
Securities in definitive form, such Global Security or Securities shall be
canceled by the Trustee. Securities issued hereunder in exchange for the Global
Security or Securities shall be registered in such names and in such authorized
denominations as the Depository for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such definitive Securities in
exchange for the Global Security or Securities to the persons in whose name such
definitive Securities have been registered in accordance with the directions of
the Depository.


                                 ARTICLE THREE

                           REDEMPTION OF SECURITIES

     SECTION 3.01. REDEMPTION OF SECURITIES. Securities of any Series may be
made subject to redemption prior to their Stated Maturity, as a whole or in
part, at such time or times, upon payment of the principal amount thereof plus
such premium or premiums, if any, as shall be set forth in the resolution of the
Board of Directors or the Supplemental Indenture relating to such Series.

     SECTION 3.02. NOTICE OF REDEMPTION. In all cases other than redemption at
the option of the Holders of Securities, notice of redemption shall be mailed,
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Person in whose name any Security called for redemption is registered on the
Register as of the date of such notice, but neither a failure to give notice by
mail nor

                                      -13-
<PAGE>

any defect in any notice so mailed shall affect the validity of the proceedings
for such redemption. Each notice of redemption shall state the Redemption Date,
the Redemption Price, the place of redemption, the principal amount and, if less
than all, the distinctive numbers of the Securities to be redeemed and shall
also state that the interest on the Securities in such notice designated for
redemption shall cease to accrue from and after such Redemption Date.

     Notice of redemption of Securities may be given by the Corporation or, at
the option of the Corporation, by the Trustee on behalf of the Corporation. Upon
receipt of any direction to give notice, the Trustee shall immediately give such
notice. The Trustee may rely upon such direction that all conditions precedent
to the giving of such direction have been complied with or done.

     SECTION 3.03. SELECTION OF SECURITIES FOR REDEMPTION. Whenever provision is
made for the redemption of any Series of Securities or portion thereof and less
than all of the Securities of such Series or portion thereof are called for
redemption, the Trustee shall select the Securities to be redeemed, from the
Outstanding Securities of such Series or portion thereof not previously called
for redemption, in any manner which the Trustee deems fair and appropriate. For
the purpose of any such selection, the Trustee shall assign a separate number
for each $1,000 principal amount of each Security of a denomination of more than
$1,000 except that if the Securities of any Series are denominated in a currency
other than U.S. dollars, the Trustee shall assign a separate number for each
principal amount equal to the minimum denomination of each Security of such
Series of a denomination greater than such minimum denomination.

     SECTION 3.04. PARTIAL REDEMPTION OF REGISTERED SECURITY. Upon surrender of
any registered Security (including any Global Security) to be redeemed in part
only, the Corporation shall execute and the Trustee shall authenticate and
deliver to the registered owner thereof, without service charge, a new Security
or Securities (or in the case of a Global Security, a new Global Security) of
the same Series and maturity and of authorized denomination or denominations as
requested by such registered owners, in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so
surrendered.

     SECTION 3.05. EFFECT OF REDEMPTION. If notice of redemption shall have been
duly given as provided in Section 3.02, the Securities or portions of Securities
specified in such notice shall become due and payable on the Redemption Date and
at the place or places stated in such notice at the Redemption Price specified
in such notice, and on and after such Redemption Date (unless the Corporation
shall default in the payment of such Securities at the applicable Redemption
Price) such Securities or portions of Securities shall cease to bear interest,
and such Securities shall cease from and after the Redemption Date to be
entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the Redemption Price thereof and any unpaid interest accrued to the
Redemption Date. Upon presentation and surrender of such Securities at said
place of payment in said notice specified, the said Securities or portions
thereof shall be paid and redeemed by the Corporation at the applicable
Redemption Price, together with any interest accrued to the Redemption Date;
provided, however, that any regular payment of interest becoming due on any
Securities on the Redemption Date shall be payable to the registered owners of
such Securities as of the Relevant Record Date as provided in Article Two
hereof. Upon presentation of any Security which is redeemed in part only, the
Corporation shall execute a new Security and the Trustee shall authenticate and
deliver at the expense of the Corporation a new Security of the same Series of
authorized denomination in principal amount equal to the unredeemed portion of
the Security so presented.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal thereof shall, to the extent permitted by
law, bear interest from the date fixed for redemption at the rate borne by the
Security, or, in the case of a Security which does not bear interest, at the
rate of interest set forth therefor in the Security in either case, until paid.


                                 ARTICLE FOUR

                    PARTICULAR COVENANTS OF THE CORPORATION

     SECTION 4.01. PAYMENT OF PRINCIPAL OF AND INTEREST ON SECURITIES. The
Corporation covenants that it will duly and punctually pay or cause to be paid
the principal of and any interest and premium on each of the Securities in
accordance with the terms of the Securities and this Indenture. Except with
respect to any Global Securities, if the Securities of any Series bear interest,
each installment of interest on the Securities of such Series may, at the option
of the Corporation, be paid by mailing a check or checks for such interest

                                      -14-
<PAGE>

payable to the Person entitled thereto pursuant to Section 2.03 to the address
of such Person as it appears on the Register of the Securities of such Series on
the applicable Record Date for such interest payment.

     SECTION 4.02. CORPORATE EXISTENCE OF THE CORPORATION; CONSOLIDATION,
MERGER, SALE OR TRANSFER. The Corporation covenants that so long as any of the
Securities are Outstanding, it will maintain its existence, will not dissolve,
sell or otherwise dispose of all or substantially all of its assets and will not
consolidate with or merge into another entity or permit one or more other
entities to consolidate with or merge into it; provided that the Corporation
may, without violating the covenants in this Section 4.02 contained, consolidate
with or merge into another entity or permit one or more other entities to
consolidate with or merge into it, or sell or otherwise transfer to another
entity all or substantially all of its assets as an entirety and thereafter
dissolve, if the surviving, resulting or transferee entity, as the case may be,
(i) shall be organized and existing under the laws of one of the States of the
United States of America, (ii) assumes, if such entity is not the Corporation,
all of the obligations of the Corporation hereunder and (iii) is not, after such
transaction, otherwise in default under any provisions hereof.

     SECTION 4.03. MAINTENANCE OF OFFICES OR AGENCIES FOR TRANSFER,
REGISTRATION, EXCHANGE AND PAYMENT OF SECURITIES. So long as any of the
Securities shall remain Outstanding, the Corporation covenants that it will
maintain an office or agency in either The City of New York, State of New York,
or the City and County of Los Angeles, State of California, where the Securities
may be presented for registration, exchange and transfer as in this Indenture
provided, and where notices and demands to or upon the Corporation in respect of
the Securities or of this Indenture may be served, and where the Securities may
be presented for payment. In case the Corporation shall designate and maintain
some office or agency other than a previously designated office or agency, it
shall give the Trustee notice thereof. In case the Corporation shall fail to
maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof to the Trustee, presentations
and demands may be made and notices may be served at the principal office of the
Trustee.

     In addition to such office or agency, the Corporation may from time to time
constitute and appoint one or more other offices or agencies for such purposes
with respect to Securities of any Series, and one or more paying agents for the
payment of Securities of any Series, in such cities or in one or more other
cities, and may from time to time rescind such appointments, as the Corporation
may deem desirable or expedient, and as to which the Corporation has notified
the Trustee.

     SECTION 4.04. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF TRUSTEE. The
Corporation, whenever necessary to avoid or fill a vacancy in the office of
Trustee, covenants that it will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee with respect to the
Outstanding Securities.

     SECTION 4.08. DUTIES OF PAYING AGENT. (a) If the Corporation shall appoint
a Paying Agent other than the Trustee with respect to Securities of any Series,
it will cause such Paying Agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 4.04 and Section 11.05,

          (1)  that it will hold all sums held by it as such agent for the
     payment of the principal of or interest, if any, on the Securities of such
     Series (whether such sums have been paid to it by the Corporation or by any
     other obligor on the Securities of such Series) in trust for the benefit of
     the Holders of the Securities entitled to such principal or interest and
     will notify the Trustee of the receipt of sums to be so held,

          (2)  that it will give the Trustee notice of any failure by the
     Corporation (or by any other obligor on the Securities of such Series) to
     make any payment of the principal of or interest on the Securities of such
     Series when the same shall be due and payable, and

          (3)  that it will at any time during the continuance of any Event of
     Default, upon the written request of the Trustee, deliver to the Trustee
     all sums so held in trust by it.

     (b)  Whenever the Corporation shall have one or more Paying Agents with
respect to the Securities of any Series, it will, prior to each due date of the
principal of or any interest on the Securities of such Series, deposit with a
Paying Agent of such Series a sum

                                      -15-
<PAGE>

sufficient to pay the principal or interest so becoming due, such sum to be held
in trust for the benefit of the Holders of Securities entitled to such principal
or interest, and (unless such Paying Agent is the Trustee) the Corporation will
promptly notify the Trustee of its action or failure so to act.

     (c)  If the Corporation shall act as its own Paying Agent with respect to
the Securities of any Series, it will, on or before each Stated Maturity of the
principal of or any interest on the Securities of such Series, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such Series, a sum sufficient to pay such principal and any interest so becoming
due and will notify the Trustee of such action, or any failure by it or any
other obligor on the Securities of such Series to take such action and will at
any time during the continuance of any Event of Default, upon the written
request of the Trustee, deliver to the Trustee all sums so held in trust by it.

     (d)  Anything in this Section 4.04 to the contrary notwithstanding, the
Corporation may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture with respect to one or more or all Series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for such Series by it, or any Paying Agent
hereunder, as required by this Section 4.04, and such sums are to be held by the
Trustee upon the trust herein contained.

     SECTION 4.05. NOTICE OF DEFAULT. The Corporation covenants that, as soon as
is practicable, the Corporation will furnish the Trustee notice of any event
which is an Event of Default or which with the giving of notice or the passage
of time or both would constitute an Event of Default which has occurred and is
continuing on the date of such notice, which notice shall set forth the nature
of such event and the action which the Corporation proposes to take with respect
thereto.


                                 ARTICLE FIVE

                      SECURITYHOLDERS' LISTS AND REPORTS
                      BY THE CORPORATION AND THE TRUSTEE

     SECTION 5.01. CORPORATION TO FURNISH TRUSTEE INFORMATION AS TO THE NAMES
AND ADDRESSES OF SECURITYHOLDERS. The Corporation will furnish or cause to be
furnished to the Trustee, not less than 45 days nor more than 60 days after each
date (month and day) specified as an Interest Payment Date for the Securities of
the first Series issued under this Indenture (whether or not any Securities of
that Series are then Outstanding), but in no event less frequently than
semiannually, and at such other times as the Trustee may request in writing,
within 30 days after receipt by the Corporation of any such request, a list in
such form as the Trustee may reasonably require containing all the information
in the possession or control of the Corporation, or any of its Paying Agents
other than the Trustee, as to the names and addresses of the Holders of
Securities, obtained since the date as of which the next previous list, if any,
was furnished, excluding from any such list the names and addresses received by
the Trustee in its capacity as registrar (if so acting). Any such list may be
dated as of a date not more than 15 days prior to the time such information is
furnished and need not include information received after such date.

     SECTION 5.02. PRESERVATION OF INFORMATION; COMMUNICATION TO
SECURITYHOLDERS. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Securities of
each Series (1) contained in the most recent list furnished to it as provided in
Section 5.01, (2) received by the Trustee in the capacity of Paying Agent or
registrar (if so acting) and (3) filed with the Trustee within the two preceding
years as provided for in Section 5.04(c). The Trustee may destroy any list
furnished to it as provided in Section 5.01 upon receipt of a new list so
furnished.

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

                                      -16-
<PAGE>

          (1)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with the provisions of subsection (a) of
     this Section 5.02 or

          (2)  inform such applicants as to the approximate number of Holders of
     Securities of such Series or all Securities, as the case may be, whose
     names and addresses appear in the information preserved at the time by the
     Trustee in accordance with the provisions of subsection (a) of this Section
     5.02, and as to the approximate cost of mailing to such Securityholders the
     form of proxy or other communications, if any, specified in such
     application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each of the Holders of Securities of such Series, or all Securities, as
the case may be, whose name and address appear in the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of
this Section 5.02, a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such Series or
all Securities, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

     (c)  Each and every Holder of the Securities, by receiving and holding the
same, agrees with the Corporation and the Trustee that neither the Corporation
nor the Trustee nor any Paying Agent nor any registrar shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders of Securities in accordance with the provisions of
subsection (b) of this Section 5.02, 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 said subsection
(b).

     SECTION 5.03. REPORTS BY CORPORATION. (a) The Corporation covenants and
agrees to file with the Trustee within 15 days after the Corporation 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 Corporation may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Corporation is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations.

     (b)  The Corporation covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Corporation with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations.

     (c)  The Corporation covenants and agrees to transmit to the Holders of
Securities within 30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in subsection (c) of Section 5.04 with respect
to reports pursuant to subsection (a) of said Section 5.04, such summaries of
any information, documents and reports required to be filed by the Corporation
pursuant to subsections (a) and (b) of this Section 5.03 as may be required by
rules and regulations prescribed from time to time by the Commission.

                                      -17-
<PAGE>

     (d) The Corporation and any other obligor on the Securities each covenant
and agree to furnish to the Trustee, not less than annually, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Corporation's compliance
with all conditions and covenants of this Indenture (which compliance shall be
determined without regard to any period of grace or requirement of notice as
provided in this Indenture). Such certificates need not comply with Section
13.03 of this Indenture.

     SECTION 5.04. REPORTS BY TRUSTEE. (a) On or before the first September 15th
following the date of execution of this Indenture, and on or before September 15
in every year thereafter, if and so long as any Securities are Outstanding
hereunder, the Trustee shall transmit to the Securityholders as hereinafter in
this Section 5.04 provided, a brief report dated as of the preceding August 15
with respect to any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such period no
report need be transmitted):

          (1) any change to its eligibility under Section 7.09, and its
     qualifications under Section 7.08;

          (2) the creation of or any material change to a relationship specified
     in paragraph (1) through (10) of Section 7.08(d);

          (3) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities of any Series, on any property or funds
     held or collected by it as Trustee, except that the Trustee shall not be
     required (but may elect) to state such advances if such advances so
     remaining unpaid aggregate not more than one-half of one percent of the
     principal amount of the Securities of such Series Outstanding on the date
     of such report;

          (4) the amount, interest rate and maturity date of all other
     indebtedness owing by the Corporation (or by any other obligor on the
     Securities) to the Trustee in its individual capacity, on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except indebtedness based upon a creditor relationship
     arising in any manner described in paragraph (2), (3), (4) or (6) of
     subsection (b) of Section 7.13;

          (5) any change to the property and funds, if any, physically in the
     possession of the Trustee (as such) on the date of such report;

          (6) any additional issue of Securities which the Trustee has not
     previously reported; and

          (7) any action taken by the Trustee in the performance of its duties
     under this Indenture which it has not previously reported and which in its
     opinion materially affects the Securities, except action in respect of a
     default, notice of which has been or is to be withheld by it in accordance
     with the provisions of Section 6.10.

     (b) The Trustee shall transmit to the Securityholders, as hereinafter
provided, a brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee (as such) since the date of the last
report transmitted pursuant to the provisions of subsection (a) of this Section
5.04 (or if no such report has yet been so transmitted, since the date of
execution of this Indenture), for the reimbursement of which it claims or may
claim a lien or charge prior to that of the Securities of any Series on property
or funds held or collected by it as Trustee, and which it has not previously
reported pursuant to this subsection, except that the Trustee shall not be
required (but may elect) to report such advances if such advances remaining
unpaid at any time aggregate ten percent or less of the principal amount of
Securities of such Series Outstanding at such time, such report to be
transmitted within 90 days after such time.

     (c) Reports pursuant to this Section 5.04 shall be transmitted by mail (i)
to all Holders of Securities of any Series, as the names and addresses of such
Holders shall appear upon the Register of the Securities of such Series, (ii) to
such Holders of Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for that purpose
and (iii)

                                      -18-
<PAGE>

except in the case of reports pursuant to subsection (b) of this Section 5.04 to
each Holder whose name and address are preserved at the time by the Trustee as
provided in Section 5.02(a) hereof.

     (d) A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with each stock exchange upon which the
Securities of any Series are listed and also with the Commission. The
Corporation will notify the Trustee when and as the Securities of any Series
become listed on any stock exchange.


                                   ARTICLE SIX

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     SECTION 6.01. EVENTS OF DEFAULT; ACCELERATION, WAIVER OF DEFAULT AND
RESTORATION OF POSITION AND RIGHTS. The term "Event of Default" whenever used
herein with respect to any particular Series of Securities shall mean any one of
the following events:

          (a) default in the payment of any installment of interest on any
     Security of such Series as and when the same shall become due and payable,
     and continuance of such default for a period of 30 days, or

          (b) default in the payment of all or any part of the principal of or
     any premium on any Security of such Series as and when the same shall
     become due and payable whether at maturity, by proceedings for redemption,
     by declaration or otherwise, or

          (c) default in the satisfaction of any sinking fund payment obligation
     relating to such Series of Securities, when and as such obligation shall
     become due and payable, or

          (d) failure on the part of the Corporation to observe or perform in
     any material respect any other of the covenants or agreements on its part
     in the Securities or in this Indenture (including any Supplemental
     Indenture or pursuant to any Certified Resolution, as contemplated by
     Section 2.01) specifically contained for the benefit of the Holders of the
     Securities of such Series, for a period of 90 days after there has been
     given, by registered or certified mail, to the Corporation by the Trustee,
     or to the Corporation and the Trustee by the Holders of not less than 25%
     in principal amount of the Securities of such Series and all other Series
     so benefitted (all Series voting as one class) at the time Outstanding
     under this Indenture a written notice specifying such failure and stating
     that such is a "Notice of Default" hereunder, or

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

          (f) the commencement by the Corporation of a voluntary case under any
     applicable bankruptcy, insol vency or other similar law now or hereafter in
     effect, or the Corporation's consent to the entry of an order for relief in
     any involuntary case under any such law, or its consent to the appointment
     of or taking possession by a receiver, liquidator, assignee, trustee,
     custodian, sequestrator (or similar official) of the Corporation or for any
     substantial part of its property, or the making by the Corporation of any
     general assignment for the benefit of creditors, or its failure generally
     to pay its debts as they become due or the taking by the Corporation of any
     corporate action in furtherance of any of the foregoing.

                                      -19-
<PAGE>

     If an Event of Default shall have occurred and be continuing with respect
to any one or more Series of Outstanding Securities, then and in each and every
such case, unless the principal amount of all the Securities of each Series as
to which there is an Event of Default shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in principal amount of
the Securities of such Series then Outstanding hereunder (each such Series
voting as a separate class) by notice in writing to the Corporation (and to the
Trustee if given by Securityholders) may declare the principal amount (or, if
the Securities of any such Series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such Series)
of all the Securities of such Series, together with any accrued interest, to be
due and payable immediately, and upon any such declaration the same shall be
immediately due and payable, anything in this Indenture or in the Securities of
such Series contained to the contrary notwithstanding. The foregoing provisions,
however, are subject to the condition that if, at any time after the principal
amount of the Securities of any one or more Series (or of all the Securities, as
the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of moneys due shall have been obtained or
entered as hereinafter provided, the Corporation shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Securities of such Series (or upon all the Securities, as the case may
be) and the principal of any and all Securities of such Series (or of any and
all the Securities, as the case may be) which shall have become due otherwise
than by declaration (with interest on overdue installments of interest to the
extent permitted by law and on such principal at the rate or rates of interest
borne by, or prescribed therefor in the Securities of such Series to the date of
such payment or deposit) and the amounts payable to the Trustee under Section
7.06 and any and all defaults under the Indenture with respect to Securities of
such Series (or all Securities, as the case may be), other than the non-payment
of principal of and any accrued interest on Securities of such Series (or any
Securities, as the case may be) which shall have become due by declaration shall
have been cured, remedied or waived as provided in Section 6.09 -- then and in
every such case the Holders of a majority in principal amount of the Securities
of such Series (or of all the Securities, as the case may be) then Outstanding
(such Series or all Series voting as one class if more than one Series are so
entitled) by written notice to the Corporation and to the Trustee, may rescind
and annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.

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

     SECTION 6.02. COVENANT OF CORPORATION TO PAY TO TRUSTEE WHOLE AMOUNT DUE ON
SECURITIES ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL. The Corporation
covenants that:

          (1) in case default shall be made in the payment of any installment of
     interest on any of the Securities of any Series as and when the same shall
     become due and payable, and such default shall have continued for a period
     of 30 days or

          (2) in case default shall be made in the payment of all or any part of
     the principal of any of the Securities of any Series when the same shall
     have become due and payable, whether at the Stated Maturity of such Series
     or by any call for redemption or by declaration of acceleration or
     otherwise or

          (3) in case default shall be made in the satisfaction of any sinking
     fund obligation when and as such obligation becomes due and payable,

upon demand of the Trustee, the Corporation will pay to the Trustee, for the
benefit of the Holders of the Securities of such Series, the whole amount that
then shall have become due and payable on all such Securities of such Series for
principal (and any premium) and interest and for any overdue sinking fund
payment together with interest upon the overdue principal and installments of
interest (to the extent permitted by law) at the rate or rates of interest borne
by, or prescribed therefor in, the Securities of such Series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expense of collection, including a reasonable compensation to

                                      -20-
<PAGE>

the Trustee, its agents and counsel, and any expenses or liabilities incurred,
and all advances made, by the Trustee hereunder other than through its
negligence or bad faith.

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

     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 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 6.03. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other similar judicial proceeding
relative to the Corporation or any other obligor upon the Securities or the
property of the Corporation 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 Corporation for the payment of overdue principal or interest) shall be
entitled and empowered, to the fullest extent permitted by law, by intervention
in such proceeding or otherwise:

          (i)  to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     (or, if the Securities are Original Issue Discount Securities, such portion
     of the principal amount as may be specified in the terms of such
     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;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder 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 it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.06.

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

     SECTION 6.04. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee to the fullest extent permitted by law
without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

     SECTION 6.05.  APPLICATION OF MONEYS COLLECTED BY TRUSTEE.  Any moneys
collected by the Trustee pursuant to Section 6.02 shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of

                                      -21-
<PAGE>

the several Securities in respect of which moneys have been collected, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

          FIRST:  To the payment of all amounts due to the Trustee under Section
     7.06;

          SECOND: In case the principal of the Outstanding Securities in respect
     of which moneys have been collected shall not have become due and be
     unpaid, to the payment of any interest on such Securities, in the order of
     the maturity of the installments of such interest, with interest upon the
     overdue installments of interest (so far as permitted by law and to the
     extent that such interest has been collected by the Trustee at the rate or
     rates of interest borne by such Securities or prescribed therefor therein)
     such payments to be made ratably to the Persons entitled thereto, without
     discrimination or preference;

          THIRD: In case the principal of the Outstanding Securities in respect
     of which such moneys have been collected shall have become due, by
     declaration or otherwise, to the payment of the whole amount then owing and
     unpaid upon such Securities for principal and interest, if any, with
     interest on the overdue principal and any installments of interest (so far
     as permitted by law and to the extent that such interest has been collected
     by the Trustee) at the rate or rates of interest borne by, or prescribed
     therefor in, such Securities; and in case such moneys shall be insufficient
     to pay in full the whole amount so due and unpaid upon such Securities,
     then to the payment of such principal and interest, without preference or
     priority of principal over interest, or of interest over principal, or of
     any installment of interest over any other installment of interest, or of
     any Security over any other Security, ratably to the aggregate of such
     principal and accrued and unpaid interest; and

          FOURTH: To the payment of the remainder, with appropriate interest to
     the Corporation or its successors or assigns, or to whomsoever may be
     lawfully entitled to receive the same, or as a court of competent
     jurisdiction may direct.

     SECTION 6.06. LIMITATION ON SUITS BY HOLDERS OF SECURITIES. No Holder of
any Security of any Series shall have any right by virtue or by availing of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such Holder previously shall have given to the Trustee written notice of a
continuing Event of Default, as hereinbefore provided, and unless also the
Holders of not less than 25% in principal amount of the Securities of such
Series then Outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby (including the reasonable fees of counsel for the Trustee), and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to this Section 6.06; it being understood and
intended, and being expressly covenanted by the taker and Holder of every
Security with every other taker and Holder and the Trustee, that no one or more
Holders of Securities shall have any right in any manner whatever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of the Holders of any other of such Securities, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities. For the
protection and enforcement of the provisions of this Section 6.06, each and
every Holder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

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

     SECTION 6.07.  RIGHTS AND REMEDIES CUMULATIVE.  All powers and remedies
given by this Article Six to the Trustee or to the Holders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies

                                      -22-
<PAGE>

available to the Trustee or the Holders, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture, and no delay or omission of the Trustee or of any
Holder of any of the Securities to exercise any right or power accruing upon any
default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.06, every
power and remedy given by this Article Six or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders. The assertion or employment of any
right or remedy hereunder or otherwise shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 6.08. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Securities 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.
Subject to the provisions of Section 6.06, every right and remedy given by this
Article Six or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

     SECTION 6.09. CONTROL BY HOLDERS; WAIVER OF PAST DEFAULTS. The Holders of a
majority in principal amount of the Securities of all Series (voting as one
class) at the time Outstanding (determined as provided in Section 8.04) shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee; provided, however, that, subject to Section 7.01 the
Trustee shall have the right to decline to follow any such direction if the
Trustee in reliance upon an Opinion of Counsel determines that the action so
directed may not lawfully be taken, or if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceedings
so directed would be illegal or involve it in personal liability or be unduly
prejudicial to the rights of Holders not parties to such direction, and provided
further that nothing in this Indenture shall impair the right of the Trustee to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction by the Holders.

     The Corporation may set a special record date for purposes of determining
the identity of the Holders of Securities entitled to vote or consent to any
action by vote or consent authorized or permitted by this Section 6.09. Such
record date shall be the later of 15 days prior to the first solicitation of
such consent or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 5.01 of this Indenture prior to such solicitation.

     The Holders of not less than a majority in principal amount of the
Securities of any Series at the time Outstanding (determined as provided in
Section 8.04) may on behalf of the Holders of all the Securities of such Series
waive any past Event of Default with respect to such Series and its consequences
(subject to Section 6.02), except a continuing Event of Default specified in
Section 6.01(a), (b) or (c), or in respect of a covenant or provision of this
Indenture which under Article Ten cannot be modified or amended without the
consent of the Holder of each Security so affected. Upon any such waiver, the
Corporation, the Trustee and the Holders of the Securities of such Series shall
be restored to their former positions and rights hereunder, respectively, and
such Event of Default shall be deemed to have been cured and not continuing for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon.

     SECTION 6.10. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
Series, give to the Holders of the Securities of such Series in the manner and
to the extent provided in subsection (c) of Section 5.04 with respect to reports
pursuant to subsection (a) of said Section 5.04, notice of such default known to
the Trustee unless such default shall have been cured, remedied or waived before
the giving of such notice (the term "default" for the purposes of this Section
6.10 being hereby defined to be the events specified in Section 6.01 and any
additional events specified in the terms of any Series of Securities pursuant to
Section 2.01 not including any periods of grace provided for therein, and
irrespective of the giving of written notice specified in clause (d) of Section
6.01 and in any such terms); provided, that except in the case of default in the
payment of the principal of or interest on any of 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
of such Series.

                                      -23-
<PAGE>

     SECTION 6.11.  REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN SUITS
UNDER THE INDENTURE OR AGAINST THE TRUSTEE.  All parties to this Indenture
agree, and each Holder of any Security by such Holder's acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 6.11 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder of
Securities of any Series, or group of such Holders, holding in the aggregate
more than ten percent in principal amount of the Securities of such Series
Outstanding, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or any interest or premium on any Security, on or
after the due date expressed in such Security for such interest (or in the case
of any redemption, on or after the Redemption Date).


                                 ARTICLE SEVEN

                            CONCERNING THE TRUSTEE

     SECTION 7.01.  CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.  The
Trustee, prior to the occurrence of an Event of Default and after the curing,
remedying or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture.  In case an Event of Default has occurred (which has
not been cured, remedied or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his or her own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, provided, however, that:

          (a)  prior to the occurrence of an Event of Default and after the
     curing, remedying or waving of all Events of Default which may have
     occurred:

               (1)  the duties and obligations of the Trustee shall be
          determined solely by the express provisions of this Indenture and the
          Trustee shall not be liable except for the performance of such duties
          and obligations as are specifically set forth in this Indenture, and
          no implied covenants or obligations shall be read into this Indenture
          against the Trustee; and

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

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

          (c)  the Trustee shall not be liable with respect to any action taken
 or omitted to be taken by it in good faith in accordance with the direction
 of the Holders of Securities pursuant to Section 6.09 relating to the time,
 method and place of conducting any proceeding for any remedy available to
 the Trustee, or exercising any trust or power conferred upon the Trustee,
 under this Indenture.

                                      -24-
<PAGE>

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

     SECTION 7.02.  CERTAIN RIGHTS OF TRUSTEE.  Except as otherwise provided in
Section 7.01:

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

          (b)  Any request, direction, order or demand of the Corporation
     mentioned herein shall be sufficiently evidenced by an Officer's
     Certificate (unless other evidence in respect thereof shall be herein
     specifically prescribed); and any resolution of the Board of may be
     evidenced to the Trustee by a Certified Resolution,

          (c)  The Trustee may consult with counsel 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 accordance with such written
     advice or Opinion of Counsel,

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

          (e)  The Trustee shall not be liable for any action taken or omitted
     by it in good faith and believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this Indenture,

          (f)  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, consent, order, approval,
     bond, debenture, note or other paper or document, unless requested in
     writing so to do by the Holders of Securities pursuant to Section 6.09;
     provided, however, that if the payment within a reasonable time to the
     Trustee of the costs, expenses or liabilities likely to be incurred by it
     in the making of such investigation is, in the opinion of the Trustee, not
     reasonably assured to the Trustee by the security afforded to it by the
     terms of this Indenture, the Trustee may require reasonable indemnity
     against such costs, expenses or liabilities as a condition to such
     proceeding; and provided further, that nothing in this subsection (f) shall
     require the Trustee to give the Securityholders any notice other than that
     required by Section 6.10. The reasonable expense of every such examination
     shall be paid by the Corporation or, if paid by the Trustee, shall be
     reimbursed by the Corporation upon demand,

          (g)  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 and

          (h)  The Trustee shall be under no responsibility for the approval by
     it in good faith of any expert for any of the purposes expressed in this
     Indenture.

     SECTION 7.03.  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR APPLICATION OF
PROCEEDS.  The recitals contained herein and in the Securities (other than the
certificate of authentication on the Securities) shall be taken as the
statements of the Corporation, and the Trustee assumes no responsibility for the
correctness of the same.  The Trustee makes no representations as to the
validity or sufficiency of this

                                      -25-
<PAGE>

Indenture or of the Securities.  The Trustee shall not be accountable for the
use or application by the Corporation of any of the Securities or of the
proceeds thereof.

     SECTION 7.04.  TRUSTEE MAY OWN SECURITIES.  The Trustee, any Paying Agent,
registrar or any agent of the Corporation or of the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not Trustee, Paying Agent, registrar or
such other agent.

     SECTION 7.05.  MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST.  Moneys held
by the Trustee in trust 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
Corporation.

     SECTION 7.06. TRUSTEE ENTITLED TO COMPENSATION, REIMBURSEMENT AND
INDEMNITY. The Corporation agrees to pay to the Trustee from time to time
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of any express trust), and the
Corporation will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in connection with the acceptance or administration of its trust under this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Corporation also agrees to indemnify the Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, including the
reasonable costs and expenses of defending itself against any claim of liability
in the premises. The obligations of the Corporation under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be secured
by a lien prior to that of 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 interest or redemption premium on particular Securities.

     SECTION 7.07.  RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATE WHERE NO
OTHER EVIDENCE SPECIFICALLY PRESCRIBED.  Except as otherwise provided in Section
7.01, whenever in the administration of the provisions of this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer's
Certificate of the Corporation delivered to the Trustee, and such Officer's
Certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

     SECTION 7.08.  DISQUALIFICATION; CONFLICTING INTEREST.  (a)  If the Trustee
has or shall acquire any conflicting interest, as defined in this Section 7.08,
it shall, within 90 days after ascertaining that it has such conflicting
interest, and if the Event of Default to which such conflicting interest relates
has not been cured or duly waived or otherwise eliminated before the end of such
90-day period, the Trustee shall either eliminate such conflicting interest or,
except as otherwise provided in this Section 7.08, resign in the manner and with
the effect specified in Section 7.10, such resignation to become effective upon
the appointment of a successor trustee and such successor's acceptance of such
appointment, and the Corporation shall take prompt steps to appoint a successor
in accordance with Section 7.10.

     (b)  In the event that the Trustee shall fail to comply with the provisions
of subsection (a) of this Section 7.08, the Trustee shall, within ten days after
the expiration of such 90-day period, transmit notice of such failure to the
Securityholders in the manner and to the extent provided in subsection (c) of
Section 5.04 with respect to reports pursuant to subsection (a) of said Section
5.04.

     (c)  Subject to the provisions of Section 6.11 of this Indenture, unless
the Trustee's duty to resign is stayed as provided in subsection (f) of this
Section 7.08, any Holder who has been a bona fide Holder of Securities for at
least six months may, on such Holder's behalf and on behalf of all other Holders
similarly situated, petition any court of competent jurisdiction for the removal
of such Trustee and the appointment of a successor, if such Trustee fails after
written request thereof by such Holder to comply with the provisions of
subsection (a) of this Section 7.08.

                                      -26-
<PAGE>

     (d)  For the purposes of this Section 7.08 the Trustee shall be deemed to
have a conflicting interest with respect to the Securities of any Series if an
Event of Default (exclusive of any period of grace or requirement of notice) has
occurred with respect to Securities of such Series and:

          (1)  the Trustee is trustee under another indenture under which any
     other securities, or certificates of interest or participation in any other
     securities, of the Corporation or any other obligor on the Securities are
     outstanding or is trustee for more than one outstanding series of
     securities, as hereinafter defined, under a single indenture of the
     Corporation or any other obligor on the Securities, unless such other
     indenture is a collateral trust indenture under which the only collateral
     consists of Securities issued under this Indenture, provided that there
     shall be excluded from the operation of this paragraph, this Indenture with
     respect to the Securities of any other Series Outstanding, and any other
     indenture or indentures under which other securities, or certificates of
     interest or participation in other securities, of the Corporation or any
     other obligor on the Securities are outstanding, if (A) this Indenture is
     and such other indenture or indentures (and all series of securities issued
     thereunder) are wholly unsecured and rank equally, and such other indenture
     or indentures (and such series) are hereafter qualified under the Trust
     Indenture Act of 1939, unless the Commission shall have found and declared
     by order pursuant to subsection (b) of Section 305 or subsection (c) of
     Section 307 of the Trust Indenture Act of 1939, that differences exist
     between the provisions of this Indenture with respect to Securities of such
     Series and one or more other Series, or the provisions of this Indenture
     and the provisions of such other indenture or indentures (or such series),
     which are so likely to involve a material conflict of interest as to make
     it necessary in the public interest or for the protection of investors to
     disqualify the Trustee from acting as such under this Indenture with
     respect to Securities of such Series and such other Series, or under this
     Indenture and such other indenture or indentures, or (B) the Corporation
     shall have sustained the burden of proving, on application to the
     Commission and after opportunity for hearing thereon, that the trusteeship
     under this Indenture with respect to Securities of such Series and such
     other Series, or under this Indenture and such other indenture, is not so
     likely to involve a material conflict of interest as to make it necessary
     in the public interest or for the protection of investors to disqualify the
     Trustee from acting as such under this Indenture with respect to Securities
     of such Series and such other Series, or under this Indenture and one of
     such indentures,

          (2)  the Trustee or any of its directors or executive officers is an
     underwriter for the Corporation or any other obligor on the Securities,

          (3)  the Trustee directly or indirectly controls or is directly or
     indirectly controlled by or is under direct or indirect common control with
     an underwriter for the Corporation or any other obligor on the Securities,

          (4)  the Trustee or any of its directors or executive officers is a
     director, officer, partner, employee, appointee or representative of the
     Corporation or any other obligor on the Securities, or of an underwriter
     (other than the Trustee itself) for the Corporation or any other obligor on
     the Securities who is currently engaged in the business of underwriting,
     except that (A) one individual may be a director and/or an executive
     officer of the Trustee and a director and/or an executive officer of the
     Corporation or any other obligor on the Securities, but may not be at the
     same time an executive officer of both the Trustee and the Corporation or
     any other obligor on the Securities; (B) if and so long as the number of
     directors of the Trustee in office is more than nine, one additional
     individual may be a director and/or an executive officer of the Trustee and
     a director of the Corporation or any other obligor on the Securities; and
     (C) the Trustee may be designated by the Corporation or any other obligor
     on the Securities or by an underwriter for the Corporation or any other
     obligor on the Securities to act in the capacity of transfer agent,
     registrar, custodian, paying agent, fiscal agent, escrow agent or
     depositary, or in any other similar capacity, or, subject to the provisions
     of paragraph (1) of this subsection (d), to act as trustee whether under an
     indenture or otherwise,

          (5)  ten percent or more of the voting securities of the Trustee is
     beneficially owned either by the Corporation or any other obligor on the
     Securities or by any director, partner or executive officer thereof, or 20%
     or more of such voting securities is beneficially owned, collectively, by
     any two or more of such Persons; or ten percent or more of the voting
     securities of the Trustee is beneficially owned either by an underwriter
     for the Corporation or any

                                      -27-
<PAGE>

     other obligor on the Securities or by any director, partner or executive
     officer thereof or is beneficially owned, collectively, by any two or more
     such Persons,

          (6)  the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, as hereinafter defined, (A)
     five percent or more of the voting securities, or ten percent or more of
     any other class of security, of the Corporation or any other obligor on the
     Securities, not including the Securities issued under this Indenture and
     securities issued under any other indenture under which the Trustee is also
     trustee, or (B) ten percent or more of any class of security of an
     underwriter for the Corporation or any other obligor on the Securities,

          (7)  the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, as hereinafter defined,
     five percent or more of the voting securities of any Person who, to the
     knowledge of the Trustee, owns ten percent or more of the voting securities
     of, or controls directly or indirectly or is under direct or indirect
     common control with the Corporation or any other obligor on the Securities,

          (8)  the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, as hereinafter defined, ten
     percent or more of any class of security of any Person who, to the
     knowledge of the Trustee, owns 50% or more of the voting securities of the
     Corporation or any other obligor on the Securities or

          (9)  the Trustee owns on the date of the occurrence of such Event of
     Default (exclusive of any period of grace or requirement of notice) or any
     anniversary thereof while such Event of Default remains outstanding, in the
     capacity of executor, administrator, testamentary or inter vivos trustee,
     guardian, committee or conservator, or in any other similar capacity an
     aggregate of 25% or more of the voting securities or of any class of
     security, of any Person, the beneficial ownership of a specified percentage
     of which would have constituted a conflicting interest under paragraph (6),
     (7) or (8) of this subsection (d). As to any such securities of which the
     Trustee acquired ownership through becoming executor, administrator or
     testamentary trustee of an estate which included them, the provisions of
     the preceding sentence shall not apply, for a period of two years from the
     date of such acquisition, to the extent that such securities included in
     such estate do not exceed 25% of such voting securities or 25% of any such
     class of security. Promptly after the date of the occurrence of any such
     Event of Default and annually in each succeeding year that the Securities
     or any Series thereof remain in default, the Trustee shall make a check of
     its holdings of such securities in any of the above-mentioned capacities as
     of such date. If the Corporation or any other obligor on the Securities
     fails to make payment in full of principal of or interest on any of the
     Securities when and as the same become due and payable and such failure
     continues for 30 days thereafter, the Trustee shall make a prompt check of
     its holdings of such securities in any of the above-mentioned capacities as
     of the date of the expiration of such 30-day period, and after such date,
     notwithstanding the foregoing provisions of this paragraph (9), all such
     securities so held by the Trustee, with sole or joint control over such
     securities vested in it, shall, but only so long as such failure shall
     continue, be considered as though beneficially owned by the Trustee for the
     purposes of paragraphs (6), (7) and (8) of this subsection (d), or

          (10) except under the circumstances described in paragraphs (1), (3),
     (4), (5) or (6) of Section 7.13(b), the Trustee shall be or become a
     creditor of the Corporation or any other obligor on the Securities.

     The specifications of percentages in paragraphs (5) to (9), inclusive, of
this subsection (d) shall not be construed as indicating that the ownership of
such percentages of the securities of a Person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection (d).

     For the purposes of paragraphs (6), (7), (8) and (9) of this subsection (d)
only, (A) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a Person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (B) an obligation shall be deemed to be in default
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (C) the Trustee shall not

                                      -28-
<PAGE>

be deemed to be the owner or Holder of (i) any security which it holds as
collateral security (as trustee or otherwise) for an obligation which is not in
default as defined in clause (B) above, or (ii) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (iii) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.

     (e)  For the purposes of this Section 7.08:

          (1)  The term "underwriter" when used with reference to the
     Corporation or any other obligor on the Securities shall mean every Person
     who, within one year prior to the time as of which the determination is
     made, has purchased from the Corporation or any other obligor on the
     Securities with a view to, or has offered or sold for the Corporation or
     any other obligor on the Securities in connection with, the distribution of
     any security of the Corporation or any other obligor on the Securities
     outstanding at such time, or has participated or has had a direct or
     indirect participation in any such undertaking, or has participated or has
     had a participation in the direct or indirect underwriting of any such
     undertaking, but such term shall not include a Person whose interest was
     limited to a commission from an underwriter or dealer not in excess of the
     usual and customary distributors' or sellers' commission.

          (2)  The term "director" shall mean any director of a corporation or
     any individual performing similar functions with respect to any
     organization whether incorporated or unincorporated.

          (3)  The term "trust" shall include only a trust where the interest or
     interests of the beneficiary or beneficiaries are evidenced by a security.

          (4)  The term "voting security" shall mean any security presently
     entitling the owner or Holder thereof to vote in the direction or
     management of the affairs of a Person, or any security issued under or
     pursuant to any trust, agreement or arrangement whereby a trustee or
     trustees or agent or agents for the owner or Holder of such security are
     presently entitled to vote in the direction or management of the affairs of
     a Person.

          (5)  The term "executive officer" shall mean the president, every
     vice-president, every trust officer, the cashier, the secretary and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

          (6)  Except for purposes of paragraphs (6), (7), (8) and (9) of
     subsection (d) of this Section 7.08, the term "security" or "securities"
     shall mean any note, stock, treasury stock, bond, debenture, evidence of
     indebtedness, certificate of interest or participation in any profit-
     sharing agreement, collateral-trust certificate, pre-organization
     certificate or subscription, transferable share, investment contract,
     voting-trust certificate, certificate of deposit for a security, fractional
     undivided interest in oil, gas or other mineral rights, or, in general, any
     interest or instrument commonly known as a "security" or any certificate of
     interest or participation in, temporary or interim certificate for, receipt
     for, guarantee of, or warrant or right to subscribe to or purchase, any of
     the foregoing.

          (7)  For the purpose of subsection (d)(1) of this Section 7.08, the
     term "series of securities" or "series" means a series, class or group of
     securities issuable under an indenture pursuant to whose terms Holders of
     one such series may vote to direct the indenture trustee, or otherwise take
     action pursuant to a vote of such holders, separately from holders of
     another such series; provided, that "series of securities" or "series"
     shall not include any series of securities issuable under an indenture if
     all such series rank equally and are wholly unsecured.

     The percentages of voting securities and other securities specified in this
Section shall be calculated in accordance with the following provisions:

                                      -29-
<PAGE>

          (A)  A specified percentage of the voting securities of the Trustee,
     the Corporation or any other Person referred to in this Section 7.08 (each
     of whom is referred to as a "Person" in this paragraph) means such amount
     of the outstanding voting securities of such Person as entitles the Holder
     or Holders thereof to cast such specified percentage of the aggregate votes
     which the Holders of all the outstanding voting securities of such Person
     are entitled to cast in the direction or management of the affairs of such
     Person.

          (B)  A specified percentage of a class of securities of a Person means
     such percentage of the aggregate amount of securities of the class
     outstanding.

          (C)  The term "amount", when used in regard to securities, means the
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares, and the number of units if relating
     to any other kind of security.

          (D)  The term "outstanding" means issued and not held by or for the
     account of the issuer. The following securities shall not be deemed
     outstanding within the meaning of this definition:

               (i)   Securities of an issuer held in a sinking fund relating to
          securities of the issuer of the same class;

               (ii)  Securities of an issuer held in a sinking fund relating to
          another class of securities of the issuer, if the obligation evidenced
          by such other class of securities is not in default as to principal or
          interest or otherwise;

               (iii) Securities pledged by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise; and

               (iv)  Securities held in escrow if placed in escrow by the
          issuer thereof;

     provided, however, that any voting securities of an issuer shall be deemed
     outstanding if any Person other than the issuer is entitled to exercise the
     voting rights thereof.

          (E)  A security shall be deemed to be of the same class as another
     security if both securities confer upon the Holder or Holders thereof
     substantially the same rights and privileges, provided, however, that, in
     the case of secured evidences of indebtedness, all of which are issued
     under a single indenture, differences in the interest rates or maturity
     dates of various series thereof shall not be deemed sufficient to
     constitute such series different classes, and provided further that, in the
     case of unsecured evidences of indebtedness, differences in the interest
     rate or maturity dates thereof shall not be deemed sufficient to constitute
     them securities of different classes, whether or not they are issued under
     a single indenture.

     (f)  Except in the case of a default in the payment of the principal of or
interest on any Securities, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this
Section 7.08 if the Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon, that
(i) the default under this Indenture may be cured or waived during a reasonable
period and under the procedures described in such application, and (ii) a stay
of the Trustee's duty to resign will not be inconsistent with the interests of
Holders of such Series of Securities. The filing of such an application shall
automatically stay the performance of the duty to resign until the Commission
orders otherwise. Any resignation of the Trustee shall become effective only
upon the appointment of a successor trustee and such successor's acceptance of
such appointment.

     SECTION 7.09.  REQUIREMENTS FOR ELIGIBILITY OF TRUSTEE.  There shall always
be at least one Trustee hereunder.  The Trustee hereunder shall at all times be
a corporation organized and doing business as a commercial bank under the laws
of the United States of America or any state thereof or of the District of
Columbia or a corporation or other Person permitted to act as a trustee by the
Commission

                                      -30-
<PAGE>

and, in each case, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $100,000,000, and
subject to supervision or examination by Federal, State or District of Columbia
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. No
obligor on the Securities or Person directly or indirectly controlling,
controlled by or under common control with such obligor shall serve as Trustee.
In case at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 7.09, the Trustee shall resign immediately in the
manner and with the effect specified in this Article Seven.

     SECTION 7.10. RESIGNATION AND REMOVAL OF TRUSTEE; APPOINTMENT OF SUCCESSOR.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all Series of Securities by giving written
notice of such resignation to the Corporation and by giving to the Holders of
Securities notice thereof in the manner and to the extent provided in subsection
(c) of Section 5.04 with respect to reports pursuant to subsection (a) of
Section 5.04. Upon receiving such notice of resignation and if the Corporation
shall deem it appropriate, evidence satisfactory to it of such mailing to the
Holders, the Corporation shall promptly appoint a successor trustee with respect
to all Series of Securities or, if appropriate, the applicable Series by written
instrument executed by an authorized officer of the Corporation, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Holder who has
been a bona fide Holder of a Security or Securities for at least six months may,
subject to the provisions of Section 6.11, on such Holder's behalf and on behalf
of all others similarly situated, petition any such court for the appointment of
a successor trustee. Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

     (b)  In case at any time any of the following shall occur:

          (1)  the Trustee shall fail to comply with the provisions of
     subsection (a) of Section 7.08 after written request therefor by the
     Corporation or by any Securityholder who has been a bona fide Holder of a
     Security or Securities of the applicable Series for at least six months, or

          (2)  the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 and shall fail to resign after written request
     therefor by the Corporation or by any such Securityholder, or

          (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, or

          (4)  the Corporation shall determine that the Trustee has failed to
     perform its obligations under this Indenture in any material respect,

then, in any such case, the Corporation may remove the Trustee and appoint a
successor trustee by written instrument executed by an authorized officer of the
Corporation, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 6.11, any Securityholder who has been a bona fide Holder of a Security
or Securities of the affected Series for at least six months may, on such
Person's behalf and on behalf of all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such Series.  Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

     (c)  The Holders of a majority in principal amount of the Securities
Outstanding (determined as provided in Section 8.04) may at any time remove the
Trustee and appoint a successor trustee by written instrument or instruments
signed by such Holders or their attorneys-in-fact duly authorized, or by the
affidavits of the permanent chairman and secretary of a meeting of the
Securityholders

                                      -31-
<PAGE>

evidencing the vote upon a resolution or resolutions submitted thereto with
respect to such removal and appointment (as provided in Article Nine), and by
delivery thereof to the Trustee so removed, to the successor trustee and to the
Corporation.

     (d)  Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section 7.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.

     SECTION 7.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.  Any
successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Corporation and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to such Series of
its predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Corporation or of the
successor trustee, the trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 7.06, execute and deliver an
instrument transferring to such successor trustee all the rights and powers with
respect to the trustee so ceasing to act.  Upon written request of any such
successor trustee, the Corporation shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers.  Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
7.06.

     No successor trustee shall accept appointment as provided in this Section
7.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 7.11, the successor trustee shall at the expense of the Corporation
transmit notice of the succession of such trustee hereunder to the Holders of
Securities in the manner and to the extent provided in subsection (c) of Section
5.04 with respect to reports pursuant to subsection (a) of said Section 5.04.

     SECTION 7.12.  SUCCESSOR TO TRUSTEE BY MERGER, 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 qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; 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 7.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST CORPORATION.  (a)
Subject to the provisions of subsection (b) of this Section 7.13, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Corporation or any other obligor on the Securities within
three months prior to a default, as defined in subsection (c) of this Section
7.13, or subsequent to such a default, then, unless and until such default shall
be cured, the Trustee shall set apart and hold in a special account for the
benefit of the Trustee individually, the Holders of the Securities for which it
is acting as Trustee, and the holders of other indenture securities (as defined
in subsection (c) of this Section 7.13):

          (1)  an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such three months' period, and valid as
     against

                                      -32-
<PAGE>

     the Corporation or such other obligor on the Securities and its other
     creditors, except any such reduction resulting from the receipt or
     disposition of any property described in paragraph (2) of this subsection,
     or from the exercise of any right of set-off which the Trustee could have
     exercised if a petition in bankruptcy had been filed by or against the
     Corporation or such other obligor on the Securities upon the date of such
     default; and

          (2)   all property received by the Trustee in respect of any claims as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such three
     months' period, or an amount equal to the proceeds of any such property if
     disposed of, subject, however, to the rights, if any, of the Corporation or
     such other obligor on the Securities and their respective other creditors
     in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

          (A)  to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Corporation or such other obligor
     on the Securities) who is liable thereon, and (ii) the proceeds of the bona
     fide sale of any such claim by the Trustee to a third Person, and (iii)
     distributions made in cash, securities or other property in respect of
     claims filed against the Corporation or such other obligor on the
     Securities in bankruptcy or receivership or in proceedings for
     reorganization pursuant to Title 11 of the United States Code or applicable
     State laws;

          (B)  to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such three months' period;

          (C)  to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such three
     months' period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received, the
     Trustee had no reasonable cause to believe that a default, as defined in
     subsection (c) of this Section 7.13, would occur within three months; or

          (D)  to receive payment on any claim referred to in paragraph (B) or
     (C), against the release of any property held as security for such claim as
     provided in such paragraph (B) or (C), as the case may be, to the extent of
     the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such three months' period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any preexisting
claim of the Trustee as such creditor, such claim shall have the same status as
such preexisting claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned among the
Trustee, the Holders of Securities for which it is acting as Trustee, and the
holders of other indenture securities in such manner that the Trustee, such
Securityholders and the holders of other indenture securities realize, as a
result of payments from such special account and payments of dividends on claims
filed against the Corporation or such other obligor on the Securities in
bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, the same percentage
of their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Corporation or such other
obligor on the Securities of the funds and property in such special account and
before crediting to the respective claims of the Trustee, such Securityholders,
and the holders of other indenture securities dividends on claims filed against
the Corporation or such other obligor on the Securities in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account.  As

                                      -33-
<PAGE>

used in this paragraph, with respect to any claim, the term "dividends" shall
include any distribution with respect to such claim in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, whether such distribution is made in
cash, securities or other property, but shall not include any such distribution
with respect to the secured portion, if any, of such claim.  The court in which
such bankruptcy, receivership or proceeding for reorganization is pending shall
have jurisdiction (i) to apportion among the Trustee, such Securityholders, and
the holders of other indenture securities, in accordance with the provisions of
this paragraph, the funds and property held in such special account and the
proceeds thereof, or (ii) in lieu of such apportionment in whole or in part, to
give to the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee, such Securityholders
and the holders of other indenture securities with respect to their respective
claims, in which event it shall not be necessary to liquidate or to appraise the
value of any securities or other property held in such special account or as
security for any such claim, or to make a specific allocation of such
distributions as between the secured and unsecured portions of such claim, or
otherwise to apply the provisions of this paragraph as a mathematical formula.

     Any Trustee who has resigned or been removed after the beginning of such
three months' period shall be subject to the provisions of this subsection (a)
as though such resignation or removal had not occurred.  If any Trustee has
resigned or been removed prior to the beginning of such three months' period, it
shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

          (i)   the receipt of property or reduction of claim which would have
     given rise to the obligation to account, if such Trustee had continued, as
     trustee, occurred after the beginning of such three months' period; and

          (ii)  such receipt of property or reduction of claim occurred within
     three months after such resignation or removal.

     In every case commenced under the Bankruptcy Act of 1898, or any amendment
thereto enacted prior to November 6, 1978, all references to periods of three
months shall be deemed to be references to periods of four months.

     (b)  There shall be excluded from the operation of subsection (a) of this
Section 7.13 a creditor relationship arising from:

          (1)  the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2)  advances authorized by a receivership or bankruptcy court of
     competent jurisdiction, or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advance and of the circumstances surrounding the
     making thereof is given to the Securityholders at the time and in the
     manner provided in Section 5.04(c) with respect to reports pursuant to
     subsections (a) and (b) thereof, respectively;

          (3)  disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4)  an indebtedness created as a result of services rendered or
     premises rented, or an indebtedness created as a result of goods or
     securities sold in a cash transaction as defined in subsection (c) of this
     Section 7.13;

          (5)  the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Corporation
     or any other obligor on the Securities; and

          (6)  the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in subsection (c) of
     this Section 7.13.

                                      -34-
<PAGE>

     (c)  As used in this Section 7.13 the following terms shall be accorded the
following definitions:

          (1)  the term "default" shall mean any failure to make payment in full
     of the principal of or interest on any of the Securities or on the other
     indenture securities when and as such principal or interest becomes due and
     payable.

          (2)  the term "other indenture securities" shall mean securities upon
     which the Corporation or any other obligor on the Securities is an
     "obligor" (as defined in the Trust Indenture Act of 1939) outstanding under
     any other indenture (A) under which the Trustee is also trustee, (B) which
     contains provisions substantially similar to the provisions of subsection
     (a) of this Section 7.13, and (C) under which a default exists at the time
     of the apportionment of the funds and property held in said special
     account.

          (3)  the term "cash transaction" shall mean any transaction in which
     full payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand.

          (4)  the term "self-liquidating paper" shall mean any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Corporation or any other obligor on the Securities for the
     purpose of financing the purchase, processing, manufacture, shipment,
     storage or sale of goods, wares or merchandise and which is secured by
     documents evidencing title to, possession of, or a lien upon, the goods,
     wares or merchandise or the receivables or proceeds arising from the sale
     of the goods, wares or merchandise previously constituting the security,
     provided the security is received by the Trustee simultaneously with the
     creation of the creditor relationship with the Corporation or any other
     obligor on the Securities arising from the making, drawing, negotiating or
     incurring of the draft, bill of exchange, acceptance or obligation.


                                 ARTICLE EIGHT

                        CONCERNING THE SECURITYHOLDERS

     SECTION 8.01.  EVIDENCE OF ACTION BY SECURITYHOLDERS.  Whenever in this
Indenture it is provided that the Holders of a specified percentage in principal
amount of the Securities of any or all Series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Securityholders in Person or by agent or proxy appointed in
writing, or (b) by the record of such Holders of Securities voting in favor
thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders.

     SECTION 8.02.  PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES.  Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of
the execution of any instrument by a Securityholder or such Holder's agent or
proxy and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:

          (a)  The fact and date of the execution by any such Person of any
     instrument may be proved in any reasonable manner acceptable to the
     Trustee.

          (b)  The ownership of Securities of any Series (including Global
     Securities) shall be proved by the Register of such Securities of such
     Series, or by certificates of the Security registrar or registrars thereof.

          (c)  The amount of bearer Securities held by any Person, the numbers
     of such Securities and the date of such Person's holding the same may be
     proved by the production of such Securities or by a certificate in form

                                      -35-
<PAGE>

     satisfactory to the Trustee, executed by any trust company, bank, banker or
     member of a national securities exchange, as depositary.

     The Trustee shall not be bound to recognize any Person as a Securityholder
unless and until such Person's title to the Securities held by it is proved in
the manner in this Article Eight provided.

     The record of any Securityholders' meeting shall be proved in the manner
provided in Section 9.06.

     The Trustee may accept such other proof or require such additional proof of
any matter referred to in this Section 8.02 as it shall deem reasonable.

     SECTION 8.03.  WHO MAY BE DEEMED OWNERS OF SECURITIES.  Prior to due
presentment for transfer of any Security, the Corporation, the Trustee and any
agent of the Corporation or the Trustee may deem and treat the Person in whose
name such Security shall be registered upon the Register of Securities of the
Series of which such Security is a part as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of and interest, subject to Section 2.03, on such
Security and for all other purposes; and neither the Corporation nor the Trustee
nor any agent of the Corporation or the Trustee shall be affected by any notice
to the contrary.  All such payments so made to any such Holder for the time
being, or upon such Holder's order, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability of moneys
payable upon any such Security.  Ownership of bearer Securities shall be proved
as provided in Section 8.02(c).

     If the Securities of any Series are issued in the form of one or more
Global Securities, the Depository therefor may grant proxies to Persons having a
beneficial ownership in such Global Security or Securities for purposes of
voting or otherwise responding to any request for consent, waiver or other
action which the Holder of such Security is entitled to grant or take under this
Indenture and the Trustee shall accept such proxies for the purposes granted;
provided that neither the Trustee nor the Corporation shall have any obligation
with respect to the grant of or solicitation by the Depository of such proxies.

     SECTION 8.04.  SECURITIES OWNED BY THE CORPORATION OR CONTROLLED OR
CONTROLLING PERSONS DISREGARDED FOR CERTAIN PURPOSES.  In determining whether
the Holders of the requisite principal amount of Securities have concurred in
any demand, direction, request, notice, vote, consent, waiver or other action
under this Indenture, Securities which are owned by the Corporation or any other
obligor on the Securities or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Corporation or
any other obligor on the Securities shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, provided that for the
purposes of determining whether the Trustee shall be protected in relying on any
such demand, direction, request, notice, vote, consent, waiver or other action,
only Securities which a Responsible Officer of the Trustee assigned to its
principal office knows are so owned shall be so disregarded.  Securities so
owned which have been pledged in good faith may be regarded as Outstanding for
the purposes of this Section 8.04, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Securities and that
the pledgee is not a Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Corporation or any such
other obligor.

     Upon request of the Trustee, the Corporation shall furnish to the Trustee
promptly an Officer's Certificate listing and identifying all Securities, if
any, known by the Corporation to be owned or held by or for the account of the
Corporation or any other obligor on the Securities or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Corporation or any other obligor on the Securities; and,
subject to the provisions of Section 7.01, the Trustee shall be entitled to
accept such Officer's Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are Outstanding
for the purpose of any such determination.

     SECTION 8.05.  INSTRUMENTS EXECUTED BY SECURITYHOLDERS BIND FUTURE HOLDERS.
At any time prior to (but not after) the evidencing to the Trustee, as provided
in Section 8.01, of the taking of any action by the Holders of the percentage in
principal amount of the Securities specified in this Indenture in connection
with such action, any Holder of a Security which is shown by the evidence to be
included in the Securities the Holders of which have consented to such action
may, by filing written notice with the Trustee at its principal

                                      -36-
<PAGE>

office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Security.  Except as aforesaid any such action taken by
the Holder of any Security and any direction, demand, request, notice, waiver,
consent, vote or other action of the Holder of any Security which by any
provisions of this Indenture is required or permitted to be given shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security, and of any Security issued in lieu thereof, irrespective of
whether any notation in regard thereto is made upon such Security.  Any action
taken by the Holders of the percentage in principal amount of the Securities of
any or all Series specified in this Indenture in connection with such action
shall be conclusively binding upon the Corporation, the Trustee and the Holders
of all of the Securities of such Series subject, however, to the provisions of
Section 7.01.


                                 ARTICLE NINE

                           SECURITYHOLDERS' MEETINGS

     SECTION 9.01.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.  A meeting of
Holders of Securities of any or all Series may be called at any time and from
time to time pursuant to the provisions of this Article for any of the following
purposes:

          (1)  to give any notice to the Corporation or to the Trustee, or to
     give any directions to the Trustee, or to consent to the waiving of any
     default hereunder and its consequences, or to take any other action
     authorized to be taken by Holders of Securities of any or all Series, as
     the case may be, pursuant to any of the provisions of Article Six;

          (2)  to remove the Trustee and appoint a successor trustee pursuant to
     the provisions of Article Seven;

          (3)  to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 10.02; or

          (4)  to take any other action authorized to be taken by or on behalf
     of the Holders of any specified principal amount of the Securities of any
     or all Series, as the case may be, under any other provision of this
     Indenture or under applicable law.

     SECTION 9.02.  MANNER OF CALLING MEETINGS.  The Trustee may at any time
call a meeting of Securityholders to take any action specified in Section 9.01,
to be held at such time and at such place in the City of _________________ or
Los Angeles, California, as the Trustee shall determine.  Notice of every
meeting of Securityholders, setting forth the time and place of such meeting and
in general terms the action proposed to be taken at such meeting, shall be
mailed not less than 20 nor more than 60 days prior to the date fixed for the
meeting.

     SECTION 9.03.  CALL OF MEETING BY THE CORPORATION OR SECURITYHOLDERS.  In
case at any time the Corporation pursuant to a resolution of its Board of
Directors, or the Holders of not less than ten percent in principal amount of
the Securities of any or all Series, as the case may be, then Outstanding, shall
have requested the Trustee to call a meeting of Holders of Securities of any or
all Series, as the case may be, to take any action authorized in Section 9.01 by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of such
meeting within 20 days after receipt of such request, then the Corporation or
such Holders of Securities in the amount above specified may determine the time
and place in either the City of Los Angeles, California or The City of New York,
New York for such meeting and may call such meeting to take any action
authorized in Section 9.01, by mailing (and publishing, if required) notice
thereof as provided in Section 9.02.

     SECTION 9.04.  WHO MAY ATTEND AND VOTE AT MEETINGS.  To be entitled to vote
at any meeting of Securityholders a Person shall (a) be a Holder of one or more
Securities with respect to which the meeting is being held; or (b) be a Person
appointed by an instrument in writing as proxy by such Holder of one or more
Securities.  The only Persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Corporation and its counsel.

                                      -37-
<PAGE>

     SECTION 9.05.  REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE MEETING;
VOTING RIGHTS - ADJOURNMENT.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities 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 think fit.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 8.02. and the
appointment of any proxy shall be proved in the manner specified in said Section
8.02; provided, however, that such regulations may provide that written
instruments appointing proxies regular on their face, may be presumed valid and
genuine without the proof herein above or in said Section 8.02 specified.

     The Trustee shall by an instrument in writing, appoint a temporary chairman
of the meeting, unless the meeting shall have been called by the Corporation or
by Securityholders as provided in Section 9.03, in which case the Corporation or
the Securityholders 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 majority vote of the meeting.

     Subject to the provisions of Section 8.04, at any meeting each
Securityholder or proxy shall be entitled to one vote for each $1,000 principal
amount (in the case of Original Issue Discount Securities, such principal amount
shall be equal to such portion of the principal amount as may be specified in
the terms of such Series) of Securities 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 other than by virtue of Securities held by such Person or
instruments in writing as aforesaid duly designating such Person as the Person
to vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from
time to time, and the meeting may be held so adjourned without further notice.

     At any meeting of Securityholders, the presence of Persons holding or
representing Securities in principal amount sufficient to take action on the
business for the transaction of which such meeting was called shall constitute a
quorum, but, if less than a quorum is present, the Persons holding or
representing a majority in principal amount of the Securities represented at the
meeting may adjourn such meeting with the same effect for all intents and
purposes, as though a quorum had been present.

     SECTION 9.06.  MANNER OF VOTING AT MEETINGS AND RECORD TO BE KEPT.  The
vote upon any resolution submitted to any meeting of Securityholders shall be by
written ballots on which shall be subscribed the signatures of the Holders of
Securities or of their representatives by proxy and the principal amount or
principal amounts of the Securities 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 in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02.  The record shall show the principal amount or
principal amounts of the Securities voting in favor of or against any
resolution.  The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one copy thereof shall be
delivered to the Corporation and the other to the Trustee to be preserved by the
Trustee.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     SECTION 9.07.  EXERCISE OF RIGHTS OF TRUSTEE AND SECURITYHOLDERS NOT TO BE
HINDERED OR DELAYED.  Nothing in this Article Nine contained shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of
Securityholders or any rights expressly or impliedly conferred hereunder to make
such call, any hindrances or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Securityholders under any of
the provisions of this Indenture or of the Securities.

                                      -38-
<PAGE>

                                  ARTICLE TEN

                            SUPPLEMENTAL INDENTURES

     SECTION 10.01.  PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE ENTERED
INTO WITHOUT CONSENT OF SECURITYHOLDERS.  Without the consent of the Holders of
any Securities, the Corporation and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto (which shall
comply with the provisions of the Trust Indenture Act of 1939 as then in effect)
for one or more of the following purposes:

          (a)  if deemed appropriate by the Corporation or required by law, to
     evidence the succession of another corporation to the Corporation or
     successive successions and the assumption by the successor corporation of
     the covenants, agreements and obligations of the Corporation pursuant to
     Article Four hereof,

          (b)  to add to the covenants of the Corporation such further
     covenants, restrictions or conditions as its Board of Directors and the
     Trustee shall consider to be for the protection of the Holders of all or
     any Series of Securities (and if such covenants, restrictions or conditions
     are to be for the benefit of less than all Series of Securities, stating
     that such covenants, restrictions or conditions are expressly being
     included solely for the benefit of such Series), and to make the
     occurrence, or the occurrence and continuance, of a default in any such
     additional covenants, restrictions or conditions an Event of Default
     permitting the enforcement of all or any of the several remedies provided
     in this Indenture as herein set forth; provided, however, that in respect
     to any such additional covenant, restriction or condition 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,

          (c)  to add or change any of the provisions of this Indenture to such
     extent as shall be necessary to facilitate the issuance of Securities in
     (i) global form or (ii) bearer form, registerable or not registerable as to
     principal or principal and interest, and with or without coupons,

          (d)  to change or eliminate any of the provisions of this Indenture;
     provided, however, that any such change or elimination shall become
     effective only when there is no Security of any Series Outstanding created
     prior to the execution of such Supplemental Indenture which is entitled to
     the benefit of such provision,

          (e)  to establish the form or terms of Securities of any Series as
     permitted by Sections 2.01 and 2.02,

          (f)  to appoint, at the request of the Trustee, a successor Trustee
     for a particular Series of Securities to act as such pursuant to the
     provisions of this Indenture and to add to or change the provisions of this
     Indenture to such extent as shall be necessary to facilitate the
     performance of the duties of such trustee and

          (g)  to cure any ambiguity or to correct or supplement any provisions
     contained herein or in any Supplemental Indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     Supplemental Indenture, or to make such other provisions in regard to
     matters or questions arising under this Indenture or any Supplemental
     Indenture which shall not adversely affect the interests of the Holders of
     the Securities.

     SECTION 10.02.  MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF
SECURITIES.  With the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in principal amount of the Securities of all
Series at the time Outstanding (determined as provided in Section 8.04) affected
by such Supplemental Indenture (voting as one class), the Corporation and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall comply with the provisions of the
Trust Indenture Act of 1939 as then in effect) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any Supplemental Indenture or of modifying in any manner
the rights of the Holders of the

                                      -39-
<PAGE>

Securities of each such Series; provided, however, that no such Supplemental
Indenture shall, without the consent of the Holders of each Outstanding Security
affect thereby:

          (a)  Change the fixed maturity or Redemption Date of any Security or
     reduce the rate of interest thereon or the method of determining such rate
     of interest or extend the time of payment of interest or reduce the
     principal amount (including the amount of principal of an Original Issue
     Discount Security that would be due upon declaration of acceleration of the
     maturity thereof pursuant to Section 6.01 hereof) thereof or reduce any
     premium payable upon the redemption thereof, or change the coin or currency
     in which any Security or the interest thereon is payable or impair the
     right to institute suit for the enforcement of any such payment on or after
     the maturity thereof (or, in the case of redemption, on or after the
     Redemption Date), or

          (b)  Reduce the percentage in principal amount of the Outstanding
     Securities the consent of the Holders of which is required for any such
     Supplemental Indenture, or the consent of the Holders of which is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture or

          (c)  Change the time of payment or reduce the amount of any minimum
     sinking account or fund payment or

          (d)  Modify any of the provisions of this Section 10.02, 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 Security affected thereby.

     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 Holders of Securities of such Series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities of any other Series.

     It shall not be necessary for the consent of the Securityholders under this
Section 10.02 to approve the particular form of any proposed Supplemental
Indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Promptly after the execution by the Corporation and the Trustee of any
Supplemental Indenture pursuant to the provisions of this Section 10.02, the
Corporation shall mail a notice to the Holders of Registered Securities of each
Series so affected, setting forth in general terms the substance of such
Supplemental Indenture.  Any failure of the Corporation to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such Supplemental Indenture.

     SECTION 10.03.  EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of
any Supplemental Indenture pursuant to the provisions of this Article Ten, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Corporation and the
Holders of Securities shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such Supplemental Indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

     The Trustee shall be entitled to receive, and subject to the provisions of
Section 7.01 shall be entitled to rely upon, an Opinion of Counsel as conclusive
evidence that any such Supplemental Indenture complies with the provisions of
this Article Ten and that the Securities affected by the Supplemental Indenture,
when such Securities are authenticated and delivered by the Trustee and executed
and issued by the Corporation in the manner and subject to any conditions
specified in such Opinion of Counsel, will be valid and binding obligations of
the Corporation, except as any rights thereunder may be limited by bankruptcy,
insolvency and other similar laws affecting the enforcement of creditors' rights
generally and by general equity principles.

                                      -40-
<PAGE>

     SECTION 10.04.  SECURITIES MAY BEAR NOTATION OF CHANGES BY SUPPLEMENTAL
INDENTURES.  Securities authenticated and delivered after the execution of any
Supplemental Indenture pursuant to the provisions of this Article Ten, or after
any action taken at a Securityholders' meeting pursuant to Article Nine, may
bear a notation in form approved by the Trustee as to any matter provided for in
such Supplemental Indenture or as to any action taken at any such meeting.  If
the Corporation or the Trustee shall so determine, new Securities so modified as
to conform, in the opinion of the Trustee and the Corporation, to any
modification of this Indenture contained in any such Supplemental Indenture may
be prepared by the Corporation, authenticated by the Trustee and delivered in
exchange for the Securities then Outstanding.


                                ARTICLE ELEVEN

                             DISCHARGE; DEFEASANCE

     SECTION 11.01.  DISCHARGE OF INDENTURE.  If the Corporation shall pay and
discharge or cause to be paid or discharged the entire indebtedness on all
Outstanding Securities by paying or causing to be paid the principal of
(including redemption premium, if any) and interest on the Outstanding
Securities, as and when the same become due and payable or by delivering to the
Trustee, for cancellation by it, all Outstanding Securities, and if the
Corporation shall also pay or cause to be paid all other sums payable hereunder
by it, thereupon, upon written request of the Corporation and upon receipt by
the Trustee of such certificates, if any, as the Trustee shall reasonably
require, to the effect that all conditions precedent to the satisfaction and
discharge of the Corporation's obligations under this Indenture have been
complied with, this Indenture shall be discharged and terminated and the Trustee
shall forthwith execute proper instruments acknowledging satisfaction of and
discharging and terminating this Indenture with respect to the Corporation's
obligations hereunder and any such other interests.

     The Corporation may at any time surrender to the Trustee for cancellation
by it any Securities previously authenticated and delivered which the
Corporation may have acquired in any manner whatsoever, and such Securities,
upon such surrender and cancellation, shall be deemed to be paid and retired.

     SECTION 11.02.  DISCHARGE OF LIABILITY ON SECURITIES.  Upon the deposit
with the Trustee, in trust, at or before maturity, of money or securities of the
kind and in the necessary amount (as provided in Section 11.04 of this
Indenture) to pay or redeem Outstanding Securities (whether upon or prior to
their maturity or the Redemption Date of such Securities, provided that, if such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three hereof provided or
provision satisfactory to the Trustee shall have been made for the giving of
such notice), the obligation of the Corporation duly and punctually to pay or
cause to be paid the principal of and any interest and premium in respect of
such Securities and all liability of the Corporation in respect of such payment
shall cease, terminate and be completely discharged and the Holders thereof
shall thereafter be entitled only to payment out of the money or securities
deposited with the Trustee as aforesaid for their payment; provided, however,
that this discharge of the Corporation's obligation so to pay and of the
liability of the Corporation in respect of such payment shall not occur unless
the Corporation shall have delivered to the Trustee an Opinion of Counsel to the
effect that Holders of the Securities of such Series will not recognize income,
gain or loss for Federal income tax purposes as a result of such discharge.

     SECTION 11.03.  DISCHARGE OF CERTAIN COVENANTS AND OTHER OBLIGATIONS.  Upon
the deposit with the Trustee, in trust, prior to maturity of money or securities
of the kind and in the necessary amount (as provided in Section 11.04 of this
Indenture) to pay or redeem Outstanding Securities of one or more Series
(whether upon or prior to their maturity or the Redemption Date of such
Securities, provided that, if such Securities are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as in Article
Three hereof provided or provision satisfactory to the Trustee shall have been
made for the giving of such notice), all of the obligations, covenants and
agreements of the Corporation with respect to such Securities under Sections
4.02, 4.03, 4.04 and 4.05 hereof shall cease, terminate and be completely
discharged.

     SECTION 11.04.  DISCHARGE OF CERTAIN OBLIGATIONS UPON DEPOSIT OF MONEY OR
SECURITIES WITH TRUSTEE.  The conditions for deposit of money or securities
contained in Sections 11.02 and 11.03 shall have been satisfied whenever with
respect to any Securities

                                      -41-
<PAGE>

denominated in United States Dollars, the Corporation shall have deposited or
caused to be deposited irrevocably in trust with the Trustee dedicated solely to
the benefit of the Holders of such Securities:

          (a)  Lawful money of the United States of America in an amount equal
     to the principal amount of such Securities and all unpaid interest thereon
     to maturity, except that, in the case of Securities which are to be
     redeemed prior to maturity, the amount so to be deposited or held shall be
     the principal amount of such Securities and interest thereon to the
     Redemption Date, together with the redemption premium, if any; or

          (b)  Direct obligations of the United States of America or obligations
     the principal of and interest on which are guaranteed by the United States
     of America (which obligations are not subject to redemption prior to
     maturity at the option of the issuer), in such amounts and maturing at such
     times that the proceeds of said obligations to be received upon their
     respective maturities and interest payment dates will provide funds
     sufficient to pay the principal, premium, if any, and interest to maturity,
     or to the Redemption Date, as the case may be, with respect to all of the
     Securities to be paid or redeemed, as such principal, premium and interest
     become due, provided that the Trustee shall have been irrevocably
     instructed to apply the proceeds of said obligations to the payment of said
     principal, premium, if any, and interest with respect to said Securities.

The conditions for deposit of money or securities contained in Sections 11.02
and 11.03 shall have been satisfied whenever with respect to any Securities
denominated in one or more currencies or composite currency other than United
States Dollars, the Corporation shall have deposited or caused to be deposited
irrevocably in trust with the Trustee dedicated solely to the benefit of the
Holders of such Securities:

          (i)   Lawful money in such currency, currencies or composite currency
     in which such Securities are payable and in an amount equal to the
     principal amount of such Securities and all unpaid interest thereon to
     maturity, except than, in the case of Securities which are to be redeemed
     prior to maturity, the amount so to be deposited or held shall be the
     principal amount of such Securities and interest thereon to the Redemption
     Date, together with the redemption premium, if any; or

          (ii)  Either (1) direct obligations of the government that issued or
     caused to be issued the currency in which such Securities are payable, for
     which obligations the full faith and credit of the government is pledged
     (which obligations are not subject to redemption prior to maturity at the
     option of the issuer) or (2) obligations of a Person controlled or
     supervised by and acting as an agency or instrumentality of such government
     the timely payment of which is unconditionally guaranteed as a full faith
     and credit obligation by such government (which obligations are not subject
     to redemption prior to maturity at the option of the issuer), in either
     case, in such amounts and maturing at such times that the proceeds of said
     obligations to be received upon their respective maturities and interest
     payment dates will provide funds sufficient to pay the principal, premium,
     if any, and interest to maturity, or to the Redemption Date, as the case
     may be, with respect to all of the Securities to be paid or redeemed, as
     such principal, premium and interest become due, provided that the Trustee
     shall have been irrevocably instructed to apply the proceeds of said
     obligations to the payment of said principal, premium, if any, and interest
     with respect to said Securities.

     SECTION 11.05.  UNCLAIMED MONEYS.  Any moneys deposited with or paid to the
Trustee or any Paying Agent for the payment of the principal of and any premium
and interest on any Security and not so applied but remaining unclaimed under
applicable law shall be transferred by the Trustee to the appropriate Persons in
accordance with applicable laws, and the Holder of such Security shall
thereafter look only to such Persons for any payment which such Holder may be
entitled to collect and all liability of the Trustee and such Paying Agent with
respect to such moneys shall thereupon cease.

                                      -42-
<PAGE>

                                ARTICLE TWELVE

               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                 AND DIRECTORS

     SECTION 12.01.  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
CORPORATION EXEMPT FROM INDIVIDUAL LIABILITY.  No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Security, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, as such past, present or
future, of the Corporation, either directly or through the Corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such, of
the Corporation because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom; and that any
and all such personal liability of every name and nature, either at common law
or in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director, as
such, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom are hereby expressly
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issue of such Securities.


                               ARTICLE THIRTEEN

                           MISCELLANEOUS PROVISIONS

     SECTION 13.01.  SUCCESSORS AND ASSIGNS OF THE CORPORATION BOUND BY
INDENTURE.  All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Corporation shall bind its successors
and assigns, whether so expressed or not.

     SECTION 13.02.  NOTICES; EFFECTIVENESS.  Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Securities to or on the Corporation, or by the
Corporation or by the Holders of Securities to the Trustee or upon the
Depository by the Corporation or the Trustee may be electronically communicated
or hand delivered or sent by overnight courier, addressed to the relevant party
as provided in this Section 13.02.

All communications intended for the Corporation shall be sent to:


     Attention: Chief Financial Officer



     Fax Number:  (   )


All communications intended for the Trustee shall be sent to:

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<PAGE>

     Attention:  Corporate Trust Department


     Fax Number:  (   )


or at any other address of which any of the foregoing shall have notified the
others in any manner prescribed in this Section 13.02.

     For all purposes of this Indenture, a notice or communication will be
deemed effective:

          (a)  if delivered by hand or sent by overnight courier, on the day it
     is delivered unless (i) that day is not a Business Day in the city
     specified (a "Local Business Day") in the address for notice provided by
     the recipient or (ii) if delivered after the close of business on a Local
     Business Day, then on the next succeeding Local Business Day,

          (b)  if sent by telex, on the day the recipient's answerback is
     received unless that day is not a Local Business Day, in which case on the
     next succeeding Local Business Day,

          (c)  if sent by facsimile transmission, on the date transmitted,
     provided that oral or written confirmation of receipt is obtained by the
     sender unless the date of transmission and confirmation is not a Local
     Business Day, in which case, on the next succeeding Local Business Day.

Any notice, direction, requires, demand, consent or waiver by the Corporation,
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given, made or filed, for all purposes, if given, made or filed in
writing at the Principal Office of the Trustee in accordance with the provisions
of this Section 13.02.

Any notice, request, consent or waiver by the Corporation or the Trustee upon
the Depository shall have been sufficiently given, made or filed, for all
purposes, if give or made in accordance with the provisions of this Section
13.02 at the address shown for such Depository in the Register or at such other
address as the Depository shall have provided for purposes of notice.

     SECTION 13.03.  COMPLIANCE CERTIFICATES AND OPINIONS.  Upon on any request
or application by the Corporation to the Trustee to take any action under any of
the provisions of this Indenture, the Corporation 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 have been complied with, except that in the case of any
such application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture (other than a certificate provided pursuant to Section 5.03(d)
shall include (1) a statement that the Person making such certificate or opinion
has read such covenant or condition; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the
opinion of such Person, he or she has made such examination or investigation as
is necessary to enable such Person to express an informed opinion as to whether
or not such covenant or condition has been complied with; and (4) a statement as
to whether or not, in the opinion of such Person, such condition or covenant has
been complied with.

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

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<PAGE>

cate, statement or opinion or representations with respect to the matters upon
which such Person's certificate, statement or opinion may be based as aforesaid
are erroneous, or in the exercise of reasonable care should know that the same
are erroneous.

     Any certificate, statement or opinion of an officer of the Corporation or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants, unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting matters
upon which his or her certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.  Any certificate or opinion of any firm of independent
public accountants filed with the Trustee shall contain a statement that such
firm is independent.

     SECTION 13.04.  DAYS ON WHICH PAYMENT TO BE MADE, NOTICE GIVEN OR OTHER
ACTION TAKEN.  If any date on which a payment is to be made, notice given or
other action taken hereunder is a Saturday, Sunday or legal holiday in the state
in which the payment, notice or other action is to be made, given or taken, then
such payment, notice or other action shall be made, given or taken on the next
succeeding Business Day in such state, and in the case of any payment, no
interest shall accrue for the delay.

     SECTION 13.05.  PROVISIONS REQUIRED BY TRUST INDENTURE ACT OF 1939 TO
CONTROL.  If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 such required provision shall
control.

     SECTION 13.06.  GOVERNING LAW.  THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

     SECTION 13.07.  PROVISIONS OF THE INDENTURE AND SECURITIES FOR THE SOLE
BENEFIT OF THE PARTIES AND THE SECURITYHOLDERS.  Nothing in this Indenture or in
the Securities, expressed or implied, shall give or be construed to give any
Person, firm or corporation, other than the parties hereto and the Holders of
the Securities, any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition and provision herein
contained; all its covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the Holders of the Securities.

     SECTION 13.08.  INDENTURE MAY BE EXECUTED IN COUNTERPARTS.  This Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.

     ____________________ hereby accepts the trusts in this Indenture declared
and provided, upon the terms and conditions herein above set forth.

     IN WITNESS WHEREOF, CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC. has
caused this Indenture to be signed by its Chairman of the Board or any Vice-
Chairmen of the Board or one of its Vice-Presidents and ____________________ has
caused this Indenture to be signed and acknowledged by one of its
_______________ and to be signed and acknowledged by one of its Assistant
Secretaries, all as of the day and year first written above.

                              CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.


                              By____________________________________________

                              ____________________, as Trustee


                              By____________________________________________


                              By____________________________________________
                                             Assistant Secretary

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