EXHIBIT 4.1







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                           COVANTA ENERGY CORPORATION

                                       TO

                              BANKERS TRUST COMPANY

                                     Trustee




                                    INDENTURE

                           Dated as of --------, 200--


                             SENIOR DEBT SECURITIES








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                           COVANTA ENERGY CORPORATION
                                    ---------

     *Reconciliation  and tie between Trust Indenture Act of 1939, as amended by
the Trust Reform Act of 1990, and Indenture, dated as of ---------, 200--.


Section of the
Trust Indenture Act of 1939                        Section of Indenture
---------------------------                        --------------------

310(a)(1), (2) and (5)...........................  7.9
310(a)(3) and (4)................................  Inapplicable
310(b)...........................................  7.8 and 7.10(a)and(b)
311(a)...........................................  7.13(a) and (c)(1) and (2)
311(b)...........................................  7.13(b)
312(a)...........................................  5.1 and 5.2(a)
312(b)...........................................  5.2(b)
312(c)...........................................  5.2(c)
313(a)...........................................  5.4(a)
313(b)(1)........................................  Inapplicable
313(b)(2)........................................  5.4(b)
313(c)...........................................  5.4(c)
313(d)...........................................  5.4(d)
314(a)...........................................  4.6 and 5.3
314(b)...........................................  Inapplicable
314(c)(1) and (2)................................  13.6
314(c)(3)........................................  Inapplicable
314(d)...........................................  Inapplicable
314(e)...........................................  13.6
315(a), (c) and (d)..............................  7.1
315(b)...........................................  6.11
315(e)...........................................  6.12
316(a)(1)........................................  6.9
316(a)(2)........................................  Inapplicable
316(a) (last sentence)...........................  8.4
316(b)...........................................  6.7
316(c)...........................................  8.1
317(a)...........................................  6.2
317(b)...........................................  4.4
318(a)...........................................  13.9


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*    This reconciliation and tie shall not, for any purpose, be deemed to be
     part of the Indenture or to have any bearing upon the interpretation of any
     of its terms or provisions.



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                              TABLE OF CONTENTS/1
                               -----------------

                                                                            PAGE

Article I. DEFINITIONS........................................................1
         Section 1.1         Certain Terms Defined............................1
               "Affiliate"....................................................1
               "Authenticating Agent".........................................2
               "Authorized Newspaper".........................................2
               "Board of Directors"...........................................2
               "Board Resolution".............................................2
               "Business Day".................................................2
               "Capital Stock"................................................2
               "Commission"...................................................3
               "Common Stock".................................................3
               "Company"......................................................3
               "Company Order"................................................3
               "Corporate Trust Office".......................................3
               "Corporation"..................................................3
               "Depository"...................................................3
               "Dollar".......................................................4
               "Exchange Act".................................................4
               "Event of Default".............................................4
               "GAAP".........................................................4
               "Global Security"..............................................4
               "Government Obligations".......................................4
               "Holder".......................................................5
               "include"......................................................5
               "Indenture"....................................................5
               "interest".....................................................5
               "Interest Payment Date"........................................5
               "Maturity".....................................................5
               "Officer"......................................................5
               "Officers' Certificate"........................................5
               "Opinion of Counsel"...........................................6
               "Original Issue Discount Security".............................6
               "Outstanding"..................................................6
               "Overdue Rate".................................................6
               "Paying Agent".................................................7
               "Periodic Offering"............................................7
               "person".......................................................7
               "Place of Payment".............................................7
               "Predecessor Security".........................................7
               "Preferred Stock"..............................................7

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

1/   This Table of Contents shall not, for any purpose, be deemed to be part of
     the Indenture or to have any bearing upon the interpretation of any of its
     terms or provisions.

                                       i
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               "Redemption Date"..............................................7
               "Redemption Price".............................................8
               "Registered Holder"............................................8
               "Regular Record Date"..........................................8
               "Responsible Officer"..........................................8
               "Securities Act"...............................................8
               "Securities Register"..........................................8
               "Securities Registrar".........................................8
               "Security" or "Securities".....................................8
               "Special Record Date"..........................................8
               "Stated Maturity"..............................................8
               "Tranche"......................................................9
               "Trust Indenture Act"..........................................9
               "Trustee"......................................................9
               "Vice President"...............................................9

Article II. SECURITY FORMS....................................................9
         Section 2.1         Forms Generally..................................9
         Section 2.2         Form of Trustee's Certificate
                               of Authentication..............................9
         Section 2.3         Form of Trustee's Certificate
                               of Authentication by an
                               Authenticating Agent..........................10
         Section 2.4         Securities Issuable in the Form
                               of Global Securities..........................10

Article III. THE SECURITIES..................................................12
         Section 3.1         Amount Unlimited; Issuable
                               in Series.....................................12
         Section 3.2         Form and Denominations..........................15
         Section 3.3         Authentication, Dating and
                               Delivery of Securities........................15
         Section 3.4         Execution of Securities.........................17
         Section 3.5         Certificate of Authentication...................18
         Section 3.6         Registration, Registration of
                               Transfer and Exchange.........................18
         Section 3.7         Mutilated, Destroyed, Lost and
                               Stolen Securities.............................19
         Section 3.8         Payment of Interest; Interest
                               Rights Preserved..............................20
         Section 3.9         Cancellation of Securities;
                               Destruction Thereof...........................21
         Section 3.10        Temporary Securities............................22
         Section 3.11        Computation of Interest.........................22

Article IV. COVENANTS OF THE COMPANY.........................................22
         Section 4.1         Payment of Securities...........................22
         Section 4.2         Offices or Agency...............................23
         Section 4.3         Appointment to Fill a Vacancy
                               in Office of Trustee..........................23
         Section 4.4         Paying Agents...................................23
         Section 4.5         Maintenance of Corporate Existence..............24
         Section 4.6         Certificates to Trustee.........................24

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Article V. SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY
             AND THE TRUSTEE.................................................25
         Section 5.1         Company to Furnish Trustee
                               Information as to Names and
                               Addresses of Securityholders..................25
         Section 5.2         Preservation and Disclosure
                               of Securityholder Lists.......................25
         Section 5.3         Reports by the Company..........................26
         Section 5.4         Reports by the Trustee..........................26

Article VI. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
              ON EVENT OF DEFAULT............................................28
         Section 6.1         Event of Default Defined;
                               Acceleration of Maturity;
                               Waiver of Default.............................28
         Section 6.2         Collection of Indebtedness
                               by Trustee; Trustee May Prove Debt............31
         Section 6.3         Application of Proceeds.........................32
         Section 6.4         Suits for Enforcement...........................33
         Section 6.5         Restoration of Rights on Abandonment
                               of Proceedings................................33
         Section 6.6         Limitations on Suits by Securityholders.........34
         Section 6.7         Unconditional Right of Securityholders
                               to Institute Certain Suits....................34
         Section 6.8         Powers and Remedies Cumulative;
                               Delay or Omission Not Waiver of Default.......34
         Section 6.9         Control by Holders of Securities................35
         Section 6.10        Waiver of Past Defaults.........................35
         Section 6.11        Trustee to Give Notice of Default, But
                               May Withhold in Certain Circumstances.........36
         Section 6.12        Right of Court to Require Filing of
                               Undertaking to Pay Costs......................36

Article VII. CONCERNING THE TRUSTEE..........................................37
         Section 7.1         Duties and Responsibilities of the
                               Trustee; During Default; Prior to Default.....37
         Section 7.2         Certain Rights of the Trustee...................38
         Section 7.3         Trustee Not Responsible for Recitals,
                               Disposition of Securities or Application
                               of Proceeds Thereof...........................39
         Section 7.4         Trustee and Agents May Hold Securities;
                               Collections, etc..............................39
         Section 7.5         Moneys Held by Trustee..........................39
         Section 7.6         Compensation and Indemnification of
                               Trustee and Its Prior Claim...................39
         Section 7.7         Right of Trustee to Rely on Officers'
                               Certificate, etc..............................40
         Section 7.8         Qualification of Trustee; Conflicting
                               Interests.....................................40
         Section 7.9         Persons Eligible for Appointment as
                               Trustee.......................................40
         Section 7.10        Resignation and Removal; Appointment
                               of Successor Trustee..........................41
         Section 7.11        Acceptance of Appointment by
                               Successor Trustee.............................42
         Section 7.12        Merger, Conversion, Consolidation
                               or Succession to Business of Trustee..........43
         Section 7.13        Preferential Collection of Claims
                               Against the Company...........................43
         Section 7.14        Authenticating Agent............................47

Article VIII. CONCERNING THE HOLDERS OF SECURITIES...........................48
         Section 8.1         Action by Holders...............................48
         Section 8.2         Proof of Execution of Instruments
                               by Holders of Securities......................48
         Section 8.3         Holders to be Treated as Owners.................48
         Section 8.4         Securities Owned by Company Deemed
                               Not Outstanding...............................49
         Section 8.5         Right of Revocation of Action Taken.............49


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Article IX. HOLDERS' MEETINGS................................................50
         Section 9.1         Purposes of Meetings............................50
         Section 9.2         Call of Meetings by Trustee.....................50
         Section 9.3         Call of Meetings by Company or Holders..........51
         Section 9.4         Qualifications for Voting.......................51
         Section 9.5         Regulations.....................................51
         Section 9.6         Voting..........................................52
         Section 9.7         No Delay of Rights by Reason of Meeting.........52

Article X. SUPPLEMENTAL INDENTURES...........................................52
         Section 10.1        Supplemental Indentures Without
                               Consent of Securityholders....................52
         Section 10.2        Supplemental Indentures With
                               Consent of Securityholders....................54
         Section 10.3        Notice of Supplemental Indenture................55
         Section 10.4        Effect of Supplemental Indenture................55
         Section 10.5        Documents To Be Given to Trustee................56
         Section 10.6        Notation on Securities in Respect
                               of Supplemental Indentures....................56

Article XI. CONSOLIDATION, MERGER OR SALE....................................56
         Section 11.1        When Company May Merge, Etc.....................56
         Section 11.2        Opinion of Counsel..............................56
         Section 11.3        Successor Corporation Substituted...............57

Article XII. SATISFACTION AND DISCHARGE OF INDENTURE;
               UNCLAIMED MONEYS..............................................57
         Section 12.1        Satisfaction and Discharge
                               of Securities of Any Series...................57
         Section 12.2        Satisfaction and Discharge
                               of Indenture..................................59
         Section 12.3        Application of Trust Money......................59
         Section 12.4        Repayment of Moneys Held by
                               Paying Agent..................................59
         Section 12.5        Return of Unclaimed Moneys Held
                               by Trustee and Paying Agent...................59

Article XIII. MISCELLANEOUS PROVISIONS.......................................60
         Section 13.1        Incorporators, Stockholders, Officers
                               and Directors of Company Exempt
                               from Individual Liability.....................60
         Section 13.2        Provisions of Indenture for the Sole
                               Benefit of Parties and Securityholders........60
         Section 13.3        Successors and Assigns of Company
                               Bound by Indenture............................60
         Section 13.4        Notices to Holders; Waiver......................60
         Section 13.5        Addresses for Notices...........................61
         Section 13.6        Officers' Certificates and Opinions
                               of Counsel; Statements to Be Contained
                               Therein.......................................61
         Section 13.7        Separability Clause.............................62
         Section 13.8        Legal Holidays..................................62
         Section 13.9        Conflict of Any Provision of Indenture
                                 with Trust Indenture Act....................63
         Section 13.10       Governing Law...................................63
         Section 13.11       Counterparts....................................63
         Section 13.12       Effect of Headings..............................63

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Article XIV. REDEMPTION OF SECURITIES........................................63
         Section 14.1        Applicability of Article........................63
         Section 14.2        Notice of Redemption; Selection
                               of Securities.................................63
         Section 14.3        Payment of Securities Called for
                               Redemption....................................66

Article XV. SINKING FUNDS....................................................66
         Section 15.1        Applicability of Article........................66
         Section 15.2        Satisfaction of Mandatory Sinking
                               Fund Payment with Securities..................66
         Section 15.3        Redemption of Securities for Sinking Fund.......67


                                       v

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     INDENTURE, dated as of ---------, 200--, between COVANTA ENERGY
CORPORATION, a Delaware corporation (herein, subject to Article XI, sometimes
called the "Company"), having its principal office at 40 Lane Road, Fairfield,
New Jersey 07004, and Bankers Trust Company, a New York banking corporation duly
organized and existing under the laws of the State of New York, as Trustee
(hereinafter, subject to Article VII, called the "Trustee"), having its
principal corporate trust office at [------------------].

                             Recitals of the Company

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its notes, debentures
or other evidences of its unsecured indebtedness (herein called the
"Securities"), to be issued in one or more series, authenticated and delivered,
as in this Indenture provided.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the persons acquiring the same, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of the
Securities of any series, without giving any priority of any one Security or
series over any other, except as otherwise expressly provided herein, as
follows:

                                   Article I.

                                   DEFINITIONS

     Section 1.1 Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture, including any indenture supplemental hereto, have
the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act or the definitions of
which in the Securities Act of 1933 are referred to in the Trust Indenture Act
or that are defined by rule of the Commission under the Trust Indenture Act
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires) have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act or in said Commission rule under the
Trust Indenture Act as in force at the date on which this Indenture was
originally executed (subject to Sections 10.1 and 10.2). 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. All references herein to "Articles" or other subdivisions are to
the corresponding Articles or other subdivisions of this Indenture. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common

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

     "Authenticating Agent" means, with respect to any series of Securities, any
authenticating agent appointed by the Trustee, with respect to that series of
Securities, pursuant to Section 7.14.

     "Authorized Newspaper" means a newspaper or financial journal printed in
the English language, customarily published at least once a day, and customarily
published for at least five days in each calendar week, and of general
circulation; or, in the alternative, shall mean such form of communication as
may have come into general use for the dissemination of information of import
similar to that of the information specified to be published by the provisions
hereof. Whenever successive publications are required or authorized to be made
in Authorized Newspapers, the successive publications may be made (unless
otherwise expressly provided herein) in the same or different newspapers meeting
the foregoing requirements and in each case on any Business Day. In case, by
reason of the suspension of publication of any Authorized Publication, or for
any other cause, it shall be impractical without unreasonable expense to make
publication of any notice in an Authorized Publication as required by this
Indenture, then such method of publication or notification as shall be made with
the approval of the Trustee shall be deemed the equivalent of the required
publication of such notice in an Authorized Publication.

     "Board of Directors" means either the board of directors of the Company or
any committee of such Board of Directors or Officer duly authorized to act with
respect to a particular matter on behalf of the Board of Directors.

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

     "Business Day" means any day, other than a Saturday or Sunday, which is not
a day on which banking or trust institutions are authorized or required by law
or regulation to be closed in The City of New York.

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

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or if at any time after the
date on which this Indenture was originally executed such Commission is not
existing and performing the duties assigned to it under the Trust Indenture Act
on such date of original execution, then the body performing such duties at such
time.

                                       2

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

     "Company" means (except as otherwise provided in Section 7.13) Covanta
Energy Corporation, a Delaware corporation, and, subject to Article XI, its
successors and assigns.

     "Company Order" and "Company Request" mean a written order or request
signed in the name of the Company by the president, any vice president or the
treasurer or controller and by any assistant treasurer, any assistant
controller, the secretary or any assistant secretary of the Company, and
delivered to the Trustee.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, on the date of original execution of this Indenture, is located at
[--------------], Attention: [ ].

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

     "Depository" means, with respect to the Securities of any series or any
Tranche thereof, which, in accordance with the determination of the Company,
will be issued in whole or in part in the form of one or more Global Securities,
The Depository Trust Company, New York, New York, another clearing agency or any
successor registered under the Exchange Act, or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.4 or 3.1. If at any time there is more than one such person,
"Depository" as used with respect to the Securities of any such series or
Tranche thereof means the Depository with respect to the Securities of that
series or Tranche.

     "Dollar" ("$") means the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

     "Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, in each case as amended from time to time.

     "Event of Default" means any event or condition specified as such in
Section 6.1.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Standards Accounting Board, and as are applicable to the financial
statements of the Company, in each case as of the date of any computation
required hereunder.

     "Global Security" means, with respect to all or any part of any series of
Securities, a Security executed by the Company and authenticated and delivered
by the Trustee to the Depository or pursuant to the Depository's instruction,

                                       3
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all in accordance with this Indenture and pursuant to a Company Order, which
shall be registered in the name of the Depository or its nominee and the
ownership of which will be registered in a "book-entry" or other system
maintained by the Depository.

     "Government Obligations" means securities which are (i) direct obligations
of the United States government entitled to the benefit of the full faith and
credit thereof, or (ii) obligations of an agency or instrumentality of the
United States government the payment of which is unconditionally guaranteed by
the United States government, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and such term also includes a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933) as custodian with respect to any such securities or
specific payment of interest on or principal of any such securities held by such
custodian for the account of the holder of such depository receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the securities or the
specific payment of interest on or principal of the securities evidenced by such
depository receipt.

     "Holder", "Registered Holder" and "Securityholder" mean, with respect to a
Security, the person in whose name such Security is registered in the Securities
Register (which terms, in the case of a Global Security, mean the Depository,
notwithstanding that the Depository maintains a "book-entry" or other system for
identification of ownership in respect of such Global Security).

     The term "include" (and other forms of such term) means "include, without
limitation".

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented,
and includes the forms and terms of particular series of Securities established
as contemplated hereunder.

     The term "interest" means, with respect to non-interest-bearing Securities,
interest payable after Maturity.

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

     "Maturity" means, with respect to any Security, the date on which the
principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by acceleration, call for redemption
or otherwise.

     "Officer" means the Chairman of the Board, the Vice Chairman of the Board,
the President, any Vice President, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, any Assistant Controller or any Assistant Secretary
of the Company.

     "Officers' Certificate" means a certificate signed by an Officer and
delivered to the Trustee, except as otherwise specifically set forth herein.

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<PAGE>

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Company or who may be other counsel
reasonably satisfactory to the Trustee.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration with respect thereto pursuant to Section 6.1.

     "Outstanding" (subject to Section 8.4) means, with reference to Securities
as of the date of determination, all Securities authenticated and delivered
under this Indenture, except:

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

          (b) Securities, or portions thereof, for the payment or redemption of
     which moneys in the necessary amount shall have been irrevocably deposited
     in trust with the Trustee or with any Paying Agent (other than the Company)
     or shall have been set aside, segregated and held in trust by the Company
     for the Holders of such Securities (if the Company shall act as its own
     Paying Agent) or for the payment of which Government Obligations shall have
     been irrevocably deposited in trust with the Trustee in accordance with
     Article XII; provided that, if such Securities, or portions thereof, are to
     be redeemed prior to the Stated Maturity thereof, notice of such redemption
     shall have been given as herein provided, or provision satisfactory to the
     Trustee shall have been made for giving such notice; and

          (c) Securities in substitution for which other Securities shall have
     been authenticated and delivered, or which shall have been paid, pursuant
     to the terms of Section 3.7 (except with respect to any such Security as to
     which proof satisfactory to the Trustee and the Company is presented that
     such Security is held by a person in whose hands such Security is a legal,
     valid and binding obligation of the Company).

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

     In determining whether Holders of the requisite principal amount of
Outstanding Securities of any or all series have made or given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or are
present to constitute a quorum at a meeting of Holders of Securities, 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 upon a
declaration of acceleration with respect thereto pursuant to Section 6.1.

     "Overdue Rate" means, with respect to any Security of Securities, the rate
designated as such in or pursuant to the resolution of the Board of Directors or
the supplemental indenture, as the case may be, relating to such Security as
contemplated by Section 3.1.

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<PAGE>

     "Paying Agent" means any person authorized by the Company to pay the
principal of, or premium, if any, or interest, if any, on, any Securities on
behalf of the Company.

     "Periodic Offering" means an offering of Securities of a series from time
to time any or all of the specific terms of which Securities, which may be in
one or more Tranches, including the rate or rates of interest, if any, thereon,
the Stated Maturity or Maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Company or its agents from
time to time subsequent to the initial request for authentication and delivery
of such Securities by the Trustee, all as contemplated in Section 3.1.

     The term "person" means any individual, corporation, limited liability
company, partnership, limited liability partnership, joint venture, association,
joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

     "Place of Payment" means, with respect to any Security, the place or places
where the principal of, and premium, if any, and interest, if any, on, the such
Security are payable as specified pursuant to Section 3.1.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.7 in lieu of a lost, destroyed,
mutilated or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

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

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

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

     "Registered Holder": See "Holder".

     "Regular Record Date" for the interest payable on any Interest Payment Date
on a Security means the date specified for that purpose pursuant to Section 3.1
or as specified in Section 3.8.

     "Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

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

     "Securities Register" and "Securities Registrar": See Section 3.6.

                                       6

<PAGE>

     "Security" or "Securities" has the meaning stated in the recitals of this
Indenture.

     "Special Record Date" for the payment of any defaulted interest means a
date fixed pursuant to Section 3.8.

     "Stated Maturity" means, with respect to any Security or any installment of
principal thereof or interest thereon, the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension).

     "Tranche" means a group of Securities which (a) are of the same series and
(b) are identical except as to principal amount and/or date of issuance.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this Indenture was executed; provided, however,
that in the event that such Act is amended after such date, "Trust Indenture
Act" means, to the extent required by such amendment, the Trust Indenture Act of
1939 as so amended.

     "Trustee" means the person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article VII, shall also include any
successor trustee.

     "Vice President" means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president".

                                   Article II.

                                 SECURITY FORMS

     Section 2.1 Forms Generally. The Securities of each series shall be in
substantially such form as shall be established pursuant to Section 3.1, 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 and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
contrary to the provisions of this Indenture, or as may be required to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange or of any automated quotation system, or to conform to
usage, all as determined by the officers executing such Securities, as
conclusively evidenced by their execution of the Securities.

     The definitive Securities shall be prepared by the Company and shall be
printed, lithographed or engraved on steel-engraved borders, or may be produced
in any other manner, all as determined by the officers executing such
Securities, as conclusively evidenced by their execution of such Securities,
subject to the rules of any securities exchange or automated quotation system on
which such Securities are listed or quoted and (with respect to Global
Securities) to the rules of the Depository.

                                       7

<PAGE>

     Section 2.2 Form of Trustee's Certificate of Authentication. The Trustee's
Certificate of Authentication on all Securities shall be in substantially the
following form:

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

                                 BANKERS TRUST COMPANY,
                                            as Trustee



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

     Section 2.3 Form of Trustee's Certificate of Authentication by an
Authenticating Agent. If at any time there shall be an Authenticating Agent
appointed with respect to any series of Securities, then the Trustee's
Certificate of Authentication by such Authenticating Agent on all Securities of
each such series shall be in substantially the following form:

                                  BANKERS TRUST COMPANY,
                                             as Trustee



                                  By  [NAME OF AUTHENTICATING
                                      AGENT],



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

     Section 2.4 Securities Issuable in the Form of Global Securities(a) If the
Company shall establish pursuant to Section 3.1 that the Securities of a
particular series are to be issued in whole or in part as one or more Global
Securities, then the Company shall execute, and the Trustee shall, in accordance
with Section 3.3 and the Company Order delivered to the Trustee thereunder,
authenticate and make available for delivery, one or more Global Securities,
each of which (i) shall represent an aggregate principal amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Global Security, (ii) shall be registered in the name of the
Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the Depository's instruction and (iv) if required by
the Depository, shall bear a legend reflecting the Depository's interest in such
Global Security.

     (b) Notwithstanding any provision of Section 3.6, any Global Security
thereof may be transferred, in whole but not in part, and in the manner provided

                                       8

<PAGE>

in Section 3.6, only to another nominee of the Depository for such series or
Tranche, or to a successor Depository for such series selected or approved by
the Company or to a nominee of such successor Depository.

     (c) If at any time the Depository for Securities of a series or Tranche
thereof notifies the Company that it is unwilling or unable to continue as
Depository for Securities of such series or Tranche or if at any time the
Depository shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depository is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, this Section
shall no longer be applicable to the Securities of such series or Tranche and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Securities of such series or
Tranche, will authenticate and make available for delivery, Securities of such
series or Tranche, in authorized denominations, and in an aggregate principal
amount equal to the aggregate principal amount of the Global Security or Global
Securities of such series or Tranche in exchange for such Global Security or
Global Securities.

     The Company may at any time determine that Securities of any series or
Tranche thereof shall no longer be represented by one or more Global Securities
and that the provisions of this Section shall no longer apply to the Securities
of such series or Tranche. In such event the Company will execute and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series or Tranche, will authenticate and make
available for delivery Securities of such series or Tranche, in authorized
denominations, and in an aggregate principal amount equal to the aggregate
principal amount of the Global Security or Global Securities of such series or
Tranche in exchange for such Global Security.

     If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities or Tranche thereof, the Depository for such series or
Tranche may surrender a Global Security for such series or Tranche in exchange
in whole or in part for individual Securities of such series or Tranche on such
terms as are acceptable to the Company and such Depository. Thereupon, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, without service charge,

          (i) to each person specified by such Depository a new individual
     Security or Securities of the same series or Tranche, of any authorized
     denomination as requested by such person in aggregate principal amount
     equal to and in exchange for such persons' beneficial interest in the
     Global Security; and

          (ii) to such Depository a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of individual Securities
     delivered to Holders thereof.

     In any exchange provided for in any of the preceding paragraphs of this
Section, the Company will execute and the Trustee will authenticate and make
available for delivery individual Securities in registered form in authorized
denominations.

     Upon the exchange of a Global Security for individual Securities, such
Global Security shall be cancelled by the Trustee. Individual Securities issued

                                       9

<PAGE>

in exchange for a Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the Depository for such
Global Security shall instruct the Trustee. The Trustee shall make such
Securities available for delivery to the persons in whose names such Securities
are so registered.

                                  Article III.

                                 THE SECURITIES

     Section 3.1 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued from time to time in one or more series. With
respect to the Securities of any particular series, there shall be established
in, or pursuant to the authority granted in, a resolution of the Board of
Directors, and set forth in an Officer's Certificate, or established in one or
more indentures supplemental hereto prior to the issuance of Securities of a
series:

          (1) the form of the Securities of the series;

          (2) the title of the Securities of the series (which shall distinguish
     the Securities of the series from all other Securities);

          (3) the issuing price of the Securities of the series;

          (4) any limit upon the aggregate principal amount of the Securities of
     the series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 2.4, 3.6, 3.7, 3.10 or 14.3);

          (5) the date or dates on which the Securities of the series may be
     issued;

          (6) the date or dates, which may be serial, on which the principal of,
     and premium, if any, on, the Securities of the series are payable;

          (7) the date or dates on which interest, if any, on the Securities of
     the series will be payable and any regular record dates applicable to the
     date or dates on which interest will be so payable;

          (8) information about any discount and its calculation;

          (9) the rate or rates, or the method of determination thereof, at
     which the Securities of the series shall bear interest, if any, any Overdue
     Rate (including the rate or rates at which overdue principal shall bear
     interest, if different from the rate or rates at which such Securities
     shall bear interest prior to Maturity, and, if applicable, the rate or
     rates at which overdue premium or interest shall bear interest, if any);
     any formulary or other method or other means by which any such rate or
     rates shall be determined, by reference to an index or other fact or event
     ascertainable outside this Indenture or otherwise; the date or dates from

                                       10

<PAGE>

     which such interest shall accrue, the Interest Payment Dates on which such
     interest shall be payable and the Regular Record Date, if other than as set
     forth in Section 3.8, for the determination of Holders to whom interest is
     payable;

          (10) the place or places where the principal of, and premium, if any,
     and interest, if any, on, the Securities of the series shall be payable (if
     other than as provided in Section 4.2);

          (11) the place or places where any of the Securities of the series
     that are issued in registered form may be surrendered for registration of
     transfer or exchange, and where any of the Securities may be surrendered
     for conversion or exchange;

          (12) the provisions, if any, establishing the price or prices at
     which, the period or periods within which and the terms and conditions upon
     which Securities of the series may be redeemed, in whole or in part, at the
     option of the Company, pursuant to any sinking fund or otherwise;

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

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

          (15) if other than a denomination of $5,000, the denominations in
     which Securities of the series to be issued in bearer form will be
     issuable;

          (16) whether the Securities of the series are to be issued as Original
     Issue Discount Securities and, if so, the amount of the discount with
     respect thereto;

          (17) if other than the principal amount thereof, the portion of the
     principal amount of the Securities of the series which shall be payable
     upon declaration of acceleration with respect thereto pursuant to Section
     6.1 or payable in bankruptcy pursuant to Section 6.2;

          (18) any Events of Default or restrictive covenants provided for with
     respect to the Securities of the series, if other than as set forth in
     Section 6.1 and Articles IV and XI;

          (19) in case the Securities of the series do not bear interest, the
     applicable dates for the purpose of clause (a) of Section 5.1;

          (20) if other than as set forth in Article XII, provisions for the
     satisfaction and discharge of the Securities of the series and this
     Indenture;

          (21) any trustees, paying agents, transfer agents or registrars with
     respect to the Securities of the series;

                                       11


<PAGE>

          (22) whether the Securities of the series are issuable in whole or in
     part as one or more Global Securities and, in such case, the identity of
     the Depository for such Global Security or Global Securities;

          (23) any restrictions on transfer with respect to the Securities of
     the series and any legend reflecting such restrictions to be placed on such
     Securities;

          (24) if the amount of payment of principal of, and premium, if any, or
     interest, if any, on, the Securities of the series may be determined with
     reference to an index, formula or other method, the manner in which such
     amounts shall be determined;

          (25) any exceptions to Section 13.8 or in the definition of "Business
     Day" with respect to the Securities of the series;

          (26) if other than U.S. dollars, the currency or currencies or units
     based on or related to currencies in which the Securities of such series
     shall be denominated and in which payments or principal of, and any premium
     and interest on, such Securities shall or may be payable;

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

          (28) the provisions for defeasance of the Securities of the series, if
     any;

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

          (30) whether any of the Securities of the series are to be issuable as
     registered securities, bearer securities or both, whether Securities of the
     series are to be issuable with or without coupons or both and, if issuable
     in bearer form, the date as of which the bearer Securities will be dated;

          (31) whether, and under what conditions, the Company will pay any
     additional amounts with respect to the Securities of the series;

          (32) the provisions, if any, for electronic issuance of Securities of
     the series or issuance of Securities of the series in uncertificated form;

          (33) whether the Securities of the series will have guarantees;

          (34) the nature of any material relationship between the Trustee and
     us or any of our affiliates; the percentage of Securities of the series

                                       12


<PAGE>

     necessary to require the Trustee to take action and the indemnification, if
     any, the Trustee may require before taking action; and

          (35) any other terms of the series (which terms shall not be contrary
     to the provisions of this Indenture).

     With respect to Securities of a Series subject to a Periodic Offering, such
resolution of the Board of Directors or indenture supplemental hereto may
provide general terms or parameters and may provide that the specific terms of
particular Securities, and the persons authorized to determine such terms or
parameters, may be determined in accordance with or pursuant to the Company
Order referred to in Section 3.3.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in, or pursuant to the
authority granted in, such resolution of the Board of Directors or in any such
indenture supplemental hereto.

     Anything herein to the contrary notwithstanding, the Trustee shall be under
no obligation to authenticate and deliver Securities of any series the terms of
which, established as contemplated by this Section, would affect the rights,
duties, obligations, liabilities or immunities of the Trustee under this
Indenture.

     Section 3.2 Form and Denominations. In the absence of any specification
pursuant to Section 3.1 with respect to the Securities of any series, the
Securities of such series shall be issuable in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof.

     Section 3.3 Authentication, Dating and Delivery of Securities. At any time
and from time to time after the original execution and delivery of this
Indenture, the Company may deliver Securities of any series, executed by the
Company, to the Trustee for authentication. Except as otherwise provided in this
Article, the Trustee shall thereupon authenticate and make available for
delivery, or cause to be authenticated and delivered, said Securities to or upon
a Company Order, without any further action by the Company; provided, however,
that the Trustee shall authenticate and make available for delivery Securities
of such series for original issue from time to time in the aggregate principal
amount established for such series pursuant to such procedures, acceptable to
the Trustee and to such recipients, as may be specified from time to time by a
Company Order. The maturity dates, original issue dates, interest rates and any
other terms of the Securities of such series shall be determined by or pursuant
to such Company Order and procedures. If provided for in such procedures, such
Company Order may authorize authentication and delivery pursuant to oral
instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing.

     In authenticating such Securities and accepting the responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to
receive, prior to the initial authentication of such Securities, and (subject to
Section 7.1) shall be fully protected in relying upon:

          (1) a Board Resolution relating thereto;

                                       13

<PAGE>

          (2) an Officer's Certificate or an executed supplemental indenture
     setting forth the terms of such Securities as provided in Section 3.1;

          (3) an Officers' Certificate which shall state that all conditions
     precedent provided for in this Indenture relating to the issuance of such
     Securities have been complied with, that no Event of Default with respect
     to any series of Securities has occurred and is continuing and that the
     issuance of such Securities does not constitute and will not result in (i)
     any Event of Default or any event or condition, which, upon the giving of
     notice or the lapse of time or both, would become an Event of Default or
     (ii) any default under the provisions of any other instrument or agreement
     by which the Company is bound; and

          (4) an Opinion of Counsel, which shall state

               (a) that the form and the terms of such Securities have been duly
          authorized by the Company and have been established in conformity with
          the provisions of this Indenture;

               (b) that such Securities, when authenticated and delivered by the
          Trustee and issued by the Company in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute valid
          and binding obligations of the Company enforceable in accordance with
          their terms, except to the extent enforceability may be limited by
          applicable bankruptcy, insolvency, reorganization, moratorium and
          other similar laws affecting the enforcement of creditors' rights
          generally and by general principles of equity, (regardless of whether
          enforceability is considered in a proceeding in equity or at law); and

               (c) that no consent, approval, authorization, order, registration
          or qualification of or with any court or any governmental agency or
          body having jurisdiction over the Company is required for the
          execution and delivery of such Securities by the Company, except such
          as have been obtained (and except that no opinion need be expressed as
          to state securities or "blue sky" laws);

     Notwithstanding the provisions of Section 3.1 and of the immediately
preceding paragraph, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive the Officer's
Certificate otherwise required pursuant to Section 3.3(3) and the Opinion of
Counsel required by Section 3.3(4) only once at or prior to the time of the
first authentication and delivery of such Securities (provided that such Opinion
of Counsel addresses the authentication and delivery of all such Securities) and
that, in lieu of the opinions described in clauses (b) and (c) above, Counsel
may opine that:

               (x) when the terms of such Securities shall have been established
          pursuant to a Company Order or Orders or pursuant to such procedures
          as may be specified from time to time by a Company Order or Orders,
          all as contemplated by and in accordance with the instrument or
          instruments delivered pursuant to clause (a) above, such terms will
          have been duly authorized by the Company and will have been
          established in conformity with the provisions of this Indenture; and

                                       14

<PAGE>

               (y) when such Securities shall have been authenticated and
          delivered by the Trustee in accordance with this Indenture and the
          Company Order or Orders or the specified procedures referred to in
          paragraph (x) above and issued and delivered by the Company in the
          manner and subject to any conditions specified in such Opinion of
          Counsel, such Securities will constitute valid obligations of the
          Company enforceable in accordance with their terms except to the
          extent enforceability may be limited by applicable bankruptcy,
          insolvency, reorganization, moratorium and other similar laws
          affecting the enforcement of creditors rights generally and by the
          effect of general principles of equity (regardless of whether
          enforceability is considered in a proceeding in equity or at law).

     With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the forms and terms thereof, the validity thereof and the
compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion or Opinions of Counsel, the
Officer's Certificate and the certificates and other documents delivered
pursuant to this Section 3.3 at or prior to the time of the first authentication
and delivery of Securities of such series until any of such opinions,
certificates or other documents have been superseded or revoked or expire by
their terms; provided, however, that any request by the Company to the Trustee
to authenticate and deliver Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request
the statements made in the most recent Officer's Certificate delivered pursuant
to Section 3.3(3) are true and correct as if made on and as of the date thereof.

     The Trustee shall have the right to decline to authenticate and make
available for delivery any Securities under this Section if the Trustee, being
advised by counsel reasonably acceptable to the Trustee and the Company,
determines that such action would expose the Trustee to personal liability.

     Each Security shall be dated the date of its authentication, except as
otherwise provided pursuant to Section 3.1 with respect to the series of which
such Security is a part and except that any substitute Security under Section
3.7 shall be dated so that neither gain nor loss in interest shall result from
any mutilation, destruction, loss or theft of the relevant Predecessor Security.

     Section 3.4 Execution of Securities. The Securities shall be signed in the
name of and on behalf of the Company by both (a) its president or any vice
president and (b) its treasurer, any assistant treasurer, its secretary or any
assistant secretary, under its corporate seal which may, but need not, be
attested. Such signatures may be the manual or facsimile signatures of such
officers. The seal of the Company may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced thereon.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee.

     In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be

                                       15


<PAGE>

authenticated and delivered by or on behalf of the Trustee or disposed of by the
Company, 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 Company; and any Security may be signed on behalf of the
Company by such persons as, at the actual date of the original execution of such
Security, shall be the proper officers of the Company, although at the date of
the original execution and delivery of this Indenture, or at the date of such
Security, any such person was not such an officer.

     Section 3.5 Certificate of Authentication. No Security shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form hereinbefore recited, executed by or on behalf of the Trustee by manual
signature. Such certificate by or on behalf of the Trustee upon any Security
executed by the Company 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.

     Section 3.6 Registration, Registration of Transfer and Exchange. Subject to
the conditions set forth below (and subject, with respect to Global Securities,
to Section 2.4), Securities of any series may be exchanged for a like aggregate
principal amount of Securities of the same series and having the same terms but
in other authorized denominations. Securities to be exchanged shall be
surrendered at the offices or agencies to be maintained for such purposes as
provided in Section 4.2, and the Company shall execute and the Trustee or any
Authenticating Agent shall authenticate and make available for delivery in
exchange therefor the Security or Securities which the Holder making the
exchange shall be entitled to receive.

     The Company shall keep or cause to be kept, at one of said offices or
agencies maintained pursuant to Section 4.2, a register for each series of
Securities issued hereunder (hereinafter collectively referred to as the
"Securities Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall, subject to the provisions of Section 2.4,
provide for the registration of Securities of such series and shall register the
transfer of Securities of such series as in this Article provided. The
Securities Register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. The Trustee is
hereby appointed as the initial "Securities Registrar" for the purpose of
registering Securities and registering transfers of Securities as herein
provided. Subject to the provisions of Section 2.4, upon surrender for
registration of transfer of any Security of any series at any such office or
agency, the Company shall execute and the Trustee or any Authenticating Agent
shall authenticate and make available for delivery in the name of transferee or
transferees a new Security or Securities of the same series for an equal
aggregate principal amount.

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

     Each Security issued upon registration of transfer or exchange of
Securities pursuant to this Section shall be the valid obligation of the
Company, evidencing the same indebtedness and entitled to the same benefits

                                       16


<PAGE>

under this Indenture as the Security or Securities surrendered upon registration
of such transfer or exchange.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.10, 10.6, or 14.3 not involving any transfer.

     The Company shall not be required (a) to issue, exchange or register the
transfer of any Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series and ending at the close of business on
the day of such mailing, or (b) to exchange or register the transfer of any
Securities selected, called or being called for redemption except, in the case
of any Security to be redeemed in part, the portion thereof not to be redeemed.

     Section 3.7 Mutilated, Destroyed, Lost and Stolen Securities. In case any
temporary or definitive Security shall become mutilated (whether by defacement
or otherwise) or be destroyed, lost or stolen, and in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall, except as otherwise provided in this Section,
execute, and upon an Company Request, the Trustee shall authenticate and make
available for delivery, a new Security of the same series, tenor and principal
amount, bearing a number, letter or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security shall furnish
to the Company and to the Trustee and any agent of the Company or the Trustee
such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company and the Trustee and any agent of the Company or the
Trustee evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

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

     In case any Security which has matured or is about to mature or has been
called for redemption in full shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security). In every case, the applicant for such payment shall
furnish to the Company and to the Trustee and any agent of the Company or the
Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee and any agent of the Company
or the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.

                                       17

<PAGE>

     Every substitute Security of any series issued pursuant to the provisions
of this Section by virtue of the fact that any such Security is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone and shall be entitled to all the benefits of (but shall be
subject to all the limitations of rights set forth in) this Indenture equally
and proportionately with any and all other Securities of such series duly
authenticated and delivered hereunder. All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions of this Section are exclusive with respect to the replacement or
payment of mutilated (whether by defacement or otherwise) or destroyed, lost or
stolen Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

     Section 3.8 Payment of Interest; Interest Rights Preserved. The Holder of
any Securities at the close of business on the Regular Record Date with respect
to any Interest Payment Date shall be entitled to receive the interest, if any,
payable on such Interest Payment Date notwithstanding the cancellation of such
Securities upon any registration of transfer or exchange subsequent to the
Regular Record Date and prior to such Interest Payment Date, and, if provided
for in the Board Resolution or supplemental indenture pursuant to Section 3.1,
in the case of a Security issued between a Regular Record Date and the initial
Interest Payment Date relating to such Regular Record Date, interest for the
period beginning on the date of issue and ending on such initial Interest
Payment Date shall be paid to the person to whom such Security shall have been
originally issued. Except as otherwise specified as contemplated by Section 3.1,
for Securities of a particular series the term "Regular Record Date" as used in
this Section with respect to any Interest Payment Date shall mean the close of
business on the last day of the calendar month preceding such Interest Payment
Date if such Interest Payment Date is the fifteenth day of a calendar month and
shall mean the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date if such Interest Payment Date is the first
day of a calendar month, whether or not such day shall be a Business Day. At the
option of the Company, payment of interest on any Security may be made by check
mailed to the address of the person entitled thereto (which shall be the
Depository in the case of Global Securities) as such address shall appear in the
Securities Register.

     If and to the extent the Company shall default in the payment of the
interest due on such Interest Payment Date in respect of any Securities, such
defaulted interest shall be paid by the Company at its election in each case, as
provided in clause (1) or (2) below:

          (1) The Company may make payment of any defaulted interest to the
     Holder of Securities at the close of business on a Special Record Date
     established by notice given by mail, by or on behalf of the Company, to
     such Holder not less than 15 days preceding such Special Record Date, such

                                       18


<PAGE>

     Special Record Date to be not less than 10 days preceding the date for
     payment of such defaulted interest.

          (2) The Company 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 the Securities of such
     series may be listed, and upon such notice as may be required by such
     exchange, if, after notice given by the Company to the Trustee of the
     proposed payment pursuant to this clause, such manner of payment shall be
     deemed practicable by the Trustee.

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

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

     Section 3.9 Cancellation of Securities; Destruction Thereof. All Securities
surrendered for payment, redemption, registration of transfer or exchange, or
for credit against any payment in respect of a sinking or analogous fund, shall,
if surrendered to the Company or any Paying Agent or any Securities Registrar,
be delivered to the Trustee for cancellation or, if surrendered to the Trustee,
shall be cancelled by it, and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall, unless instructed to deliver the Securities to the Company in a
company order, destroy such cancelled Securities and deliver certification of
their destruction to the Company. If the Company shall acquire any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     Section 3.10 Temporary Securities. Pending the preparation by the Company
of definitive Securities of any series, the Company may execute and the Trustee
shall authenticate and make available for delivery temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced, in each case
in form satisfactory to the Trustee). Temporary Securities of any series shall
be issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series in lieu of which they are issued but with
such omissions, insertions and variations as may be appropriate for temporary
securities, all as may be determined by the Company with the concurrence of the
Trustee. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be executed
by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Company shall execute and shall
furnish definitive Securities of such series and thereupon temporary Securities

                                       19

<PAGE>

of such series may be surrendered in exchange therefor without charge at the
Corporate Trust Office of the Trustee, and the Trustee shall authenticate and
make available for delivery in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of the same series. Such
exchange shall be made by the Company at its own expense and without any charge
therefor except that in case of any such exchange involving any registration of
transfer the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series authenticated and delivered hereunder.

     Section 3.11 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                  Article IV.

                            COVENANTS OF THE COMPANY

     The Company covenants and agrees for the benefit of each series of
Securities (except to the extent that any series of Securities is excluded from
the benefits of any of such covenants pursuant to Section 3.1(13)) that on and
after the date of original execution of this Indenture and so long as any of the
Securities of such series remain Outstanding:

     Section 4.1 Payment of Securities. The Company will duly and punctually pay
or cause to be paid the principal of, and the premium, if any, and interest, if
any, on, the Securities of such series at the place or places, at the respective
times and in the manner provided in such Securities and in the Indenture.

     Section 4.2 Offices or Agency. So long as any of the Securities remain
Outstanding, the Company will maintain in the Borough of Manhattan, The City of
New York, New York, an office or agency where such Securities may be presented
or surrendered for payment, where such Securities may be surrendered for
registration of transfer or exchange, where Securities of such series that are
convertible or exchangeable may be surrendered for conversion or exchange, and
where notices and demands to or upon the Company in respect of such Securities
and this Indenture may be served, which office or agency shall initially be the
Corporate Trust Office of the Trustee or, if the Corporate Trust Office of the
Trustee is not located in the Borough of Manhattan, The City of New York, such
office or agency shall be the principal corporate trust office of the
Authenticating Agent designated pursuant to Section 7.14 hereof. The Company
will give prompt written notice to the Trustee of any change in the location of
any such office or agency. If at any time the Company shall fail to maintain
such required office or agency or shall fail to furnish the Trustee with the
required information with respect thereto, presentations, surrenders, notices
and demands in respect of Securities may be made or served at the Corporate
Trust Office of the Trustee and the corporate trust office of any Authenticating
Agent appointed hereunder; and the Company hereby appoints the Trustee and any
Authenticating Agent appointed hereunder its agents to receive all such
presentations, surrenders, notices and demands.

                                       20


<PAGE>

     The Company may also from time to time designate one or more other offices
or agencies (in or outside The City of New York) where the Securities of one or
more series, or any Tranche thereof may be presented or surrendered for any or
all of such purposes, and may from time to time rescind such designation;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain for such purposes an office or
agency in the Borough of Manhattan, The City of New York. The Company will
promptly notify the Trustee of any such designation or rescission thereof.

     Section 4.3 Appointment to Fill a Vacancy in Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
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 each series of Securities
hereunder.

     Section 4.4 Paying Agents. Whenever the Company shall appoint a Paying
Agent other than the Trustee with respect to the Securities of any series or
Tranche thereof, it will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section,

          (a) that it will hold all sums received by it as such Paying Agent for
     the payment of the principal of, and premium, if any, and interest, if any,
     on, the Securities of such series or Tranche (whether such sums have been
     paid to it by the Company or by any other obligor on the Securities of such
     series) in trust for the benefit of the Holders of the Securities of such
     series or Tranche, or of the Trustee,

          (b) that it will give the Trustee notice of any failure by the Company
     (or by any other obligor on the Securities of such series) to make any
     payment of the principal of, or premium, if any, or interest, if any, on,
     the Securities of such series or Tranche thereof when the same shall be due
     and payable, and

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

     If the Company shall act as its own Paying Agent with respect to the
Securities of any series or Tranche thereof, it will, on or before each due date
of the principal of, or premium, if any, or interest, if any, on, the Securities
of such series or Tranche, set aside, segregate and hold in trust for the
benefit of the Holders of the Securities of such series or Tranche a sum
sufficient to pay such principal, premium, if any, or interest, if any, so
becoming due. The Company will promptly notify the Trustee of any failure to
take such action.

     Whenever the Company shall have one or more Paying Agents with respect to
the Securities of any series or Tranche thereof, it will, on or prior to the due
date of the principal of, or premium, if any, or interest, if any, on, the
Securities of such series or Tranche thereof, deposit with a designated Paying
Agent for such series or Tranche a sum sufficient to pay the principal, premium,
if any, or interest, if any, so becoming due, such sum to be held in trust for
the benefit of the persons entitled to such principal, premium, if any, or

                                       21


<PAGE>

interest, if any, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee at its Corporate Trust Office of its failure so to
act.

     Anything in this Section to the contrary notwithstanding, the Company may
at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all series or Tranches of Securities hereunder, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust
for any such series by the Company or any Paying Agent hereunder, as required by
this Section, such sums to be held by the Trustee upon the trusts herein
contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 12.3, 12.4 and 12.5.

     Section 4.5 Maintenance of Corporate Existence. The Company will preserve
its corporate existence, but this covenant shall not require the Company to
continue its corporate existence in the event of a consolidation or merger of
the Company with or into any other corporation in accordance with Article XI as
a result of which the Company shall lose its corporate identity, or in the event
of a sale, transfer or lease of the property of the Company as an entirety or
substantially as an entirety in accordance with Article XI.

     Section 4.6 Certificates to Trustee. The Company will, on or before May 1
in each year, commencing with the year 200-- file with the Trustee an Officers'
Certificate complying with the provisions of the second paragraph of Section
13.6, covering the period from the date of original execution of this Indenture
to December 31, 2000 in the case of the first such certificate, and covering the
preceding calendar year in the case of each subsequent certificate, and stating
whether or not, to the knowledge of each of the signers, the Company has
complied with the conditions and covenants on its part contained in this
Indenture, and, if the signers, to the best of their knowledge, know of any
default by the Company in the performance, observance or fulfillment of any such
condition or covenant, specifying each such default and the nature thereof. For
the purpose of this Section, compliance shall be determined without regard to
any grace period or requirement of notice provided pursuant to the terms of this
Indenture.

                                   Article V.

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

     Section 5.1 Company to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Securities of each series;

          (a) semiannually and not later than June 30 and December 31 in each
     year, and at such other times as the Trustee may request in writing, as of
     a date no more than 15 days prior to the date such information is so
     furnished;

                                       22

<PAGE>

provided that, if and so long as the Trustee shall be the Securities Registrar
for such series, such list shall not be required to be furnished.

     Section 5.2 Preservation and Disclosure of Securityholder Lists(a) . (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information received by it pursuant to Section 5.1 and similar information
received by it in any other capacity under this Indenture and afford Holders
access to the information preserved by it, all to such extent, if any, and in
such manner as shall be required by the Trust Indenture Act.

     (b) Each and every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Paying Agent 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 (a) of this Section, 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 such subsection (a).

     Section 5.3 Reports by the Company. The Company covenants:

          (a) to file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934; or, if the Company 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) to file with the Trustee and the Commission, in accordance with
     rules and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants provided for in this
     Indenture as may be required from time to time by such rules and
     regulations; and

          (c) to transmit by mail to the Holders of Securities in the manner and
     to the extent provided in Sections 5.4(c) and 5.4(d) within 30 days after
     the filing thereof with the Trustee, such summaries of any information,
     documents and reports required to be filed by the Company pursuant to
     subsections (a) and (b) of this Section as may be required to be
     transmitted to such Holders by rules and regulations prescribed from time
     to time by the Commission.

                                       23


<PAGE>

     Section 5.4 Reports by the Trustee(a) (a) Within 60 days after May 15 in
each year following the date of original execution of this Indenture, so long as
any Securities are Outstanding hereunder, the Trustee shall transmit by mail as
provided below to the Securityholders of such series, as hereinafter in this
Section provided, a brief report, dated as of a date convenient to the Trustee
no more than 60 days prior thereto, with respect to any of the following events
which may have occurred within the previous twelve months (but if no such event
has occurred within such period, no report need be transmitted):

          (i) any change to its eligibility under Section 7.9 and its
     qualification under Section 7.8;

          (ii) the creation of or any material change to a relationship
     specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
     Indenture Act;

          (iii) 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 report such advances if such advances so
     remaining unpaid aggregate not more than 1/2 of 1% of the principal amount
     of the Securities of such series Outstanding on the date of such report;

          (iv) any change to the amount, interest rate and maturity date of all
     other indebtedness owing by the Company (or by any other obligor on the
     Securities of such series) 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 any indebtedness based upon a creditor
     relationship arising in any manner described in Section 7.13(b)(2), (3),
     (4) or (6);

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

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

          (vii) 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 of any series, 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 6.11.

     (b) The Trustee shall transmit to the Securityholders of each series, as
provided in subsection (c) of this Section, 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 (or if no such report has yet been so
transmitted, since the date of original execution of this Indenture) for the
reimbursement of which it claims or may claim a lien or charge prior to that of

                                       24


<PAGE>

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
(b), except that the Trustee shall not be required (but may elect) to report
such advances if such advances remaining unpaid at any time aggregate 10% 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 shall be transmitted by mail:

               (1) to all Holders of Securities, as the names and addresses of
          such Holders appear in the Securities Register;

               (2) to such Holders of Securities of any series as have, within
          two years preceding such transmission, filed their names and addresses
          with the Trustee for that purpose; and

               (3) except in the cases of reports pursuant to subsection (b) of
          this Section, to each Holder of a Security of any series whose name
          and address are preserved at the time by the Trustee, as provided in
          subsection (a) of Section 5.2.

          (d) A copy of each such report shall, at the time of such transmission
     to the Securityholders of any series, be furnished to the Company and be
     filed by the Trustee with each stock exchange upon which the Securities of
     such series are listed and also with the Commission. The Company agrees to
     notify the Trustee promptly when and as the Securities of any series become
     admitted to trading on any national securities exchange.

                                  Article VI.

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     Section 6.1 Event of Default Defined; Acceleration of Maturity; Waiver of
Default. "Event of Default", with respect to the Securities of any series,
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
the applicable resolution of the Board of Directors or in the supplemental
indenture under which such series of Securities is issued, as the case may be,
as contemplated by Section 3.1:

          (a) default in the payment of any installment of interest upon any of
     the Securities of such series as and when the same shall become due and
     payable, and continuance of such default for a period of 30 days and the
     time for payment of such interest has not been extended; provided, however
     that if the Company is permitted by the terms of the Securities of the
     applicable series to defer the payment in question, the date on which such
     payment is due and payable shall be the date on which the Company is

                                       25

<PAGE>

     required to make payment following such deferral, if such deferral has been
     elected pursuant to the terms of the Securities of that series; or

          (b) default in the payment of all or any part of the principal of or
     premium, if any, on any of the Securities of such series as and when the
     same shall become due and payable either at Stated Maturity, upon
     redemption, by declaration or otherwise and the time for payment of such
     principal (or premium, if any), has not been extended; provided, however,
     that if the Company is permitted by the terms of the Securities of the
     applicable series to defer the payment in question, the date on which such
     payment is due and payable shall be the date on which the Company is
     required to make payment following such deferral, if such deferral has been
     elected pursuant to the terms of the Securities of that series; or

          (c) default in the deposit of any sinking fund payment when and as due
     and payable by the terms of any of the Securities of such series; or

          (d) default in the performance or observance of any other covenant or
     agreement of the Company in respect of the Securities of such series (other
     than a covenant or agreement in respect of the Securities of such series a
     default in whose performance or observance is elsewhere in this Section
     specifically dealt with), and continuance of such default for a period of
     60 days after there has been given, by registered or certified mail, to the
     Company by the Trustee, or to the Company and the Trustee by the Holders of
     at least 25% in principal amount of the Outstanding Securities of all
     series affected thereby, a written notice specifying such default and
     requiring it to be remedied and stating that such notice is a "Notice of
     Default" hereunder; or

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

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

          (g) any other Event of Default established by or pursuant to a
     resolution of the Board of Directors or one or more indentures supplemental
     hereto as applicable to the Securities of such series.

                                       26


<PAGE>

If an Event of Default described in clause (a), (b), (c), (d) or (g) above (if
the Event of Default under clause (d) or (g) is with respect to fewer than all
series of Securities then Outstanding) occurs and is continuing, then, and in
each and every case, unless the principal of all of the Securities of such
series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding hereunder (each such series voting as a separate
class), by notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms of such series) of all Securities of
such series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

     If an Event of Default described in clause (d) or (g) above with respect to
all series of Securities then Outstanding occurs and is continuing, then and in
each and every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of all the Securities then Outstanding
hereunder (treated as one class), by notice in writing to the Company (and to
the Trustee if given by Securityholders), may declare the entire principal (or,
if any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
Outstanding and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If any Event of Default described in clause (e) or (f) occurs and
is continuing, all the Securities then Outstanding and the interest accrued
thereon, if any, shall immediately become due and payable without declaration,
presentment, demand or notice of any kind by the Trustee or any Holder of
Securities Outstanding hereunder.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared or become due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest, if any,
upon all the Securities of such series (or upon all the Securities, as the case
may be) and the principal of (and premium, if any, on) any and all Securities of
such series (or of all the Securities, as the case may be) which shall have
become due otherwise than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the Overdue Rate
applicable to such series to the date of such payment or deposit) and all
amounts payable to the Trustee pursuant to the provisions of Section 7.6, and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of negligence or bad faith, and if any and all Events of Default under the
Indenture, other than the nonpayment of the principal of and accrued interest on
Securities of such series which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein -- then and in
every such case the Holders of a majority in aggregate principal amount of the
Securities of such series (each series voting as a separate class), or of all
the Securities (voting as a single class), as the case may be, then Outstanding,

                                       27


<PAGE>

by written notice to the Company and to the Trustee, may waive all defaults with
respect to that series (or with respect to all the Securities, as the case may
be) and rescind and annul such acceleration and its consequences, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Security shall have been accelerated and declared or
become due and payable pursuant to the provisions hereof, then, from and after
such acceleration, unless such acceleration has been rescinded and annulled, the
principal amount of such Original Issue Discount Security shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Security.

     Section 6.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.
The Company covenants that (a) in case default shall be made in the payment of
any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of or any premium, if any, on any
Securities of any series when the same shall have become due and payable,
whether upon Stated Maturity of the Securities of such series or upon any
redemption or by acceleration or otherwise or (c) in case of default in the
making or satisfaction of any sinking fund payment or analogous obligation when
the same becomes due by the terms of the Securities of any series -- then upon
demand of the Trustee for such series, the Company will pay to the Trustee for
the benefit of the Holder of any such Security (or Holders of any such series of
Securities in the case of clause (c) above) the whole amount that then shall
have become due and payable on any such Security (or Securities of any such
series in the case of clause (c) above) for the principal, premium, if any, and
interest, if any, with interest upon the overdue principal and premium, if any,
and, so far as payment of the same is enforceable under applicable law, on
overdue installments of interest, at the Overdue Rate applicable to any such
Security (or Securities of any such series in the case of clause (c)); and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, and any further amounts payable to the Trustee, its
agents and counsel pursuant to the provisions of Section 7.6.

     In case the Company 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 action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon such
Securities (or Securities of any such series in case of clause (c)) and collect
in the manner provided by law out of the property of the Company or other
obligor upon such Securities (or Securities of any such series in case of clause
(c)), wherever situated, the moneys adjudged or decreed to be payable.

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<PAGE>

     The Trustee shall be entitled and empowered, either in its own name as
trustee of an express trust, or as attorney-in- fact for the Holders of any of
the Securities, or in both such capacities, to file such proof of debt,
amendment of proof of debt, claim, petition or other document as may be
necessary or advisable in order to have the claims of the Trustee and of the
Holders of Securities allowed in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment, reorganization or other similar
proceedings, or any judicial proceedings, relative to the Company or any other
obligor on the Securities or its creditors or its property. The Trustee is
hereby irrevocably appointed (and the successive respective Holders of the
Securities, by taking and holding the same, shall be conclusively deemed to have
so appointed the Trustee) the true and lawful attorney-in-fact of the respective
Holders of the Securities, with authority to make or file in the respective
names of the Holders of the Securities any proof of debt, amendment of proof of
debt, claim, petition or other document in any such proceedings and to receive
payment of any sums becoming distributable on account thereof, and to execute
any other papers and documents and do and perform any and all acts and things
for and on behalf of such Holders of the Securities as may be necessary or
advisable in the opinion of the Trustee in order to have the respective claims
of the Holders of the Securities against the Company or any other obligor on the
Securities and/or its property allowed in any such proceedings, and to receive
payment of or on account of such claims; provided, however, that nothing herein
contained shall be deemed to authorize or empower the Trustee to consent to or
accept or adopt, on behalf of any Holder of Securities, any plan of
reorganization or readjustment of the Company or any other obligor on the
Securities or, by other action of any character in any such proceeding, to waive
or change in any way any right of any Holder of any Security, even though it may
otherwise be entitled so to do under any present or future law, all such power
or authorization being hereby expressly denied.

     All rights of action and of asserting claims under this Indenture or under
any of the Securities may be enforced by the Trustee without the possession of
any of the Securities or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the holders of the
Securities in respect of which such action was taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities in respect of which such action was taken, and it shall not be
necessary to make any Holders of such Securities parties to any such
proceedings.

     Section 6.3 Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series of the Securities, together
with any other sums held by the Trustee (as such) hereunder (other than sums
held in trust for the benefit of the Holders of particular Securities), shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal, upon
presentation (except in respect of Subdivision First below) of the several
Securities in respect of which moneys have been collected and stamping (or

                                       29

<PAGE>

otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such series
     in respect of which moneys have been collected, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith, and all other
     amounts due to the Trustee or any predecessor Trustee pursuant to Section
     7.6;

          SECOND: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest on the Securities of such
     series in default in the order of the maturity of the installments of such
     interest, with interest (to the extent that such interest has been
     collected by the Trustee), so far as it may be enforceable under applicable
     law, upon the overdue installments of interest at the Overdue Rate
     applicable to such series, such payments to be made ratably to the persons
     entitled thereto, without discrimination or preference;

          THIRD: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such series for principal and premium, if
     any, and interest, if any, with interest upon the overdue principal and
     premium, if any, and (to the extent that such interest has been collected
     by the Trustee), so far as payment of the same is enforceable under
     applicable law, upon overdue installments of interest, if any, at the
     Overdue Rate applicable to such series; and in case such moneys shall be
     insufficient to pay in full the whole amount so due and unpaid upon the
     Securities of such series, then to the payment of such principal, premium,
     if any, and interest, if any, without preference or priority of principal
     and premium, if any, over interest, or of interest, if any, over principal
     and premium, if any, or of any installment of interest over any other
     installment of interest, or of any Security of such series over any other
     Security of such series, ratably to the aggregate of such principal,
     premium, if any, and accrued and unpaid interest, if any; and

          FOURTH: To the payment of the remainder, if any, to the Company or as
     a court of competent jurisdiction may direct.


     Section 6.4 Suits for Enforcement. In case an Event of Default with respect
to Securities of any series has occurred, has not been waived and is continuing,
the Trustee may in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such rights,
either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

                                       30

<PAGE>

     Section 6.5 Restoration of Rights on Abandonment of Proceedings. In case
the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee or such Holder,
then and in every such case (subject to the binding effect of any determination
made in such proceedings) the Company and the Trustee shall be restored
severally and respectively to their former positions and rights hereunder, and
(subject as aforesaid) all rights, remedies and powers of the Company, the
Trustee and the Holders shall continue as though no such proceedings had been
taken.

     Section 6.6 Limitations on Suits by Securityholders. 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 an action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such series
then Outstanding shall have made written request upon the Trustee to institute
such action 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 and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.9; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security with every other
taker and Holder of any Security and with the Trustee, that no one or more
Holders of Securities of any series shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder of 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 of such series.
For the protection and enforcement of the provisions of this Section, each and
every Holder of Securities of any series and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

     Section 6.7 Unconditional Right of Securityholders to Institute Certain
Suits. Nothing contained in this Indenture or in the Securities of any series
shall affect or impair the obligation of the Company, which is unconditional and
absolute, to pay the principal of, and premium, if any, and interest, if any,
on, the Securities of such series at the respective places, at the respective
times, at the respective rates, in the respective amounts and in the coin or
currency therein and herein prescribed, or affect or impair the right of action,
which is also absolute and unconditional, of any Holder of any Security to
institute suit to enforce such payment at the respective due dates expressed in
such Security, or upon redemption, by declaration, repayment or otherwise as
herein provided without reference to, or the consent of, the Trustee or the
Holder of any other Security, unless such Holder consents thereto or unless and
to the extent that the institution or prosecution thereof or the entry of
judgment therein, would, under applicable law, result in the surrender,
impairment, waiver or loss of the lien, if any, of this Indenture upon any
property subject to such lien.

                                       31


<PAGE>

     Section 6.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 6.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holder of any Security is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     No delay or omission of the Trustee or of any Holder of any Security of any
series to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 6.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Holder of any Security may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Holder of such Security.

     Section 6.9 Control by Holders of Securities. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with each
series voting as a separate class) at the time Outstanding shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture, and provided, further, that (subject to
the provisions of Section 7.1) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would expose the Trustee to
personal liability or if the Trustee in good faith shall so determine that the
actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 7.1) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders.

     As between the Trustee and the Holders of the Securities, nothing in this
Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction or directions by Securityholders.

     Section 6.10 Waiver of Past Defaults. Prior to the acceleration with
respect to Securities of any series as provided in Section 6.1, the Holders of
not less than a majority in aggregate principal amount of the Securities of such
series at the time Outstanding, may on behalf of the Holders of all the
Securities of such series waive any past default or Event of Default described
in clause (d) or (g) of Section 6.1 which relates to fewer than all series of
Securities then Outstanding, and the Holders of a majority in aggregate
principal amount of the Securities then Outstanding affected thereby (each
series voting as a separate class) may waive any such default or Event of
Default, or, in the case of an event specified in clause (d) or (g) (if the

                                       32


<PAGE>

Event of Default under clause (d) or (g) relates to all series of Securities
then Outstanding) of Section 6.1, the Holders of a majority in aggregate
principal amount of all the Securities then Outstanding (voting as one class)
may waive any such default or Event of Default, and its consequences except a
default in respect of a covenant or provision hereof which cannot be modified or
amended without the consent of the Holder of each Security affected. In the case
of any such waiver, the Company, the Trustee and the Holders of the Securities
of such series shall be restored to their former positions and rights hereunder,
respectively, such default shall cease to exist and be deemed to have been cured
and not to have occurred, and any Event of Default arising therefrom shall be
deemed to have been cured, and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

     Section 6.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Securityholders of any series,
as the names and addresses of such Holders appear on the Security Register,
notice by mail of all defaults known to a Responsible Officer of the Trustee
which have occurred with respect to such series, such notice to be transmitted
within 90 days after the occurrence thereof, unless such defaults shall have
been cured before the giving of such notice (the term "default" or "defaults"
for the purposes of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided that, except in the case of default in the payment
of the principal of, or premium, if any, or interest, if any, 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 or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.

     Section 6.12 Right of Court to Require Filing of Undertaking to Pay Costs.
The parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
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 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series Outstanding, or, in
the case of any suit relating to or arising under clause (d) or (g) of Section
6.1 (if the suit relates to Securities of more than one but fewer than all
series), 10% in aggregate principal amount of Securities Outstanding affected
thereby, or, in the case of any suit relating to or arising under clause (d),
(g) (if the suit under clause (d) or (g) relates to all the Securities then
Outstanding), (e) or (f) of Section 6.1, 10% in aggregate principal amount of
all Securities Outstanding, or to any suit instituted by any Holder of
Securities for the enforcement of the payment of the principal of, or premium,
if any, or interest, if any, on, any Security on or after the due date expressed
in such Security.

                                       33

<PAGE>

                                  Article VII.

                             CONCERNING THE TRUSTEE

     Section 7.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of that series and after the curing or waiving of all
Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured 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
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 wilful misconduct, except that

          (a) prior to the occurrence of an Event of Default with respect to the
     Securities of such series and after the curing or waiving of all such
     Events of Default with respect to such series which may have occurred:

               (i) 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

               (ii) 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
          statements, certificates or opinions furnished to the Trustee and
          conforming to the requirements of this Indenture; but in the case of
          any such statements, 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 Responsible 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 6.9 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.

                                       34

<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 or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

     Section 7.2 Certain Rights of the Trustee. Subject to Section 7.1:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, Officers' Certificate or any
     other certificate, statement, instrument, opinion, report, notice, request,
     consent, order, bond, debenture, note, coupon, security 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 Company mentioned
     herein shall be sufficiently evidenced by an Officers' Certificate (unless
     other evidence in respect thereof be herein specifically prescribed); and
     any resolution of the Board of Directors may be evidenced to the Trustee by
     a copy thereof certified by the secretary or any assistant secretary of the
     Company;

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

          (d) the Trustee shall be under no obligation to exercise any of the
     trusts 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 might 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, rights or powers conferred upon it by this Indenture;

          (f) prior to the occurrence of an Event of Default hereunder and after
     the curing or waiving of all Events of Default, 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, appraisal, bond, debenture, note,
     coupon, security or other paper or document unless requested in writing so
     to do by the Holders of not less than a majority in aggregate principal
     amount of the Securities of all series affected then Outstanding; provided
     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 expenses or
     liabilities as a condition to proceeding; the reasonable expenses of every

                                       35


<PAGE>

     such investigation shall be paid by the Company or, if paid by the Trustee
     or any predecessor Trustee, shall be repaid by the Company upon demand; and

          (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 not regularly in its employ and the Trustee shall not be
     responsible for any misconduct or negligence on the part of any such agent
     or attorney appointed with due care by it hereunder.

     Section 7.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of any of the Securities
or of the proceeds thereof.

     Section 7.4 Trustee and Agents May Hold Securities; Collections, etc. The
Trustee, any Paying Agent, Securities Registrar, Authenticating Agent or any
agent of the Company or 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 the Trustee or such agent, and, subject to Sections 7.8 and 7.13,
if operative, may otherwise deal with the Company and receive, collect, hold and
retain collections from the Company with the same rights it would have if it
were not the Trustee, Paying Agent, Securities Registrar, Authenticating Agent
or such agent.

     Section 7.5 Moneys Held by Trustee. Subject to the provisions of Section
4.4, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by
mandatory provisions of law. The Trustee shall have no liability for interest on
money it receives and holds in trust except as specifically provided herein.

     Section 7.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay the Trustee from time to time,
and the Trustee shall be entitled to such compensation as the Company and the
Trustee may from time to time agree in writing for all services rendered by the
Trustee hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) and the
Company covenants and agrees to pay or reimburse the Trustee and each
predecessor trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Company also covenants to
indemnify the Trustee and each predecessor trustee for, and hold it harmless
against, any loss, liability, damage, claims or expense, including taxes (other
than taxes measured by the income of the Trustee or otherwise applicable to the
Trustee for operations outside the scope of this Indenture) incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and the
performance of its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in connection

                                       36

<PAGE>

with the exercise or performance of any of its powers or duties hereunder. The
obligations of the Company under this Section to compensate and indemnify the
Trustee and each predecessor trustee and to pay or reimburse the Trustee and
each predecessor trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be 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 benefit of the Holders
of particular Securities.

     Section 7.7 Right of Trustee to Rely on Officers' Certificate, etc. Subject
to Sections 7.1 and 7.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or 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
Officers' Certificate delivered to the Trustee, and such 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 good faith thereof.

     Section 7.8 Qualification of Trustee; Conflicting Interests. The Trustee
for the Securities of any series issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded this Indenture with
respect to Securities of any particular series of Securities other than that
series. Nothing herein shall prevent the Trustee from filing with the Commission
the application referred to in the penultimate paragraph of Section 310(b) of
the Trust Indenture Act.

     Section 7.9 Persons Eligible for Appointment as Trustee. There shall at all
times be a Trustee hereunder for each series of Securities, which shall be at
all times either

          (i) a corporation organized and doing business under the laws of the
     United States of America or of any State or territory or the District of
     Columbia, authorized under such laws to exercise corporate trust powers and
     subject to supervision or examination by Federal, State, territory or
     District of Columbia authority, or

          (ii) a corporation or other person organized and doing business under
     the laws of a foreign government that is permitted to act as Trustee
     pursuant to a rule, regulation or order of the Commission, authorized under
     such laws to exercise corporate trust powers, and subject to supervision or
     examination by authority of such foreign government or a political
     subdivision thereof substantially equivalent to supervision or examination
     applicable to United States institutional trustees,

                                       37


<PAGE>

in either case having a combined capital and surplus of at least $50,000,000. If
such corporation publishes reports of condition at least annually, pursuant to
law or to requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 7.9, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
for the Securities of any series shall cease to be eligible in accordance with
the provisions of this Section 7.9, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. Neither the Company
nor any person directly or indirectly controlling, controlled by, or under
common control with the Company shall serve as Trustee for the Securities of any
series issued hereunder.

     Section 7.10 Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign by giving written notice of resignation to the Company and by mailing
notice thereof by first-class mail to Holders of the Securities at their last
addresses as they shall appear on the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee or
trustees by written instrument in duplicate, executed by authority of the Board
of Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. 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 Securityholder who has been a bona fide Holder of a Security or
Securities for at least six months may, subject to the provisions of Section
6.12, on behalf of himself and 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:

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act after written request therefor by the
     Company or by any Securityholder who has been a bona fide Holder of a
     Security or Securities for at least six months unless the Trustee's duty to
     resign is stayed in accordance with the provisions of Section 310(b) of the
     Trust Indenture Act; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.9 and shall fail to resign after written request
     therefor by the Company or by any Securityholder; or

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

then, in any case, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the

                                       38

<PAGE>

provisions of Section 6.12, any Securityholder who has been a bona fide Holder
of a Security or Securities for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

          (iv) The Holders of a majority in aggregate principal amount of the
     Securities at the time Outstanding may at any time remove the Trustee and
     appoint a successor trustee by delivering to the Trustee so removed, to the
     successor trustee so appointed and to the Company the evidence provided for
     in Section 8.1 of the action in that regard taken by the Securityholders.

          (v) No resignation or removal of the Trustee and no appointment of a
     successor trustee pursuant to any of the provisions of this Section 7.10
     shall become effective until 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 Company 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 rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee hereunder; but nevertheless, on the written
request of the Company or of the successor trustee, upon payment of all amounts
due to the Trustee under Section 7.6, the Trustee ceasing to act shall, subject
to Section 4.4, pay over to the successor trustee all moneys at the time held by
it hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any successor trustee, the Company 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 prior 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 7.6.

     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 7.8 and eligible under the provisions
of Section 7.9.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 7.11, the Company shall mail notice thereof by first-class mail to the
Holders of Securities at their last addresses as they shall appear on the
Security Register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 7.10.
If the Company fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

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<PAGE>

Section 7.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee. Any corporation in 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 substantially all of the corporate trust business of
the Trustee, shall be the successor of the trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 7.8 and eligible
under the provisions of Section 7.9, without the execution or filing of any
paper or any further act (including the giving of any notice to Securityholders)
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 certificate shall have the
full force which it is anywhere in the Securities or in this Indenture provided
for the certificate of authentication of the Trustee.

     Section 7.13 Preferential Collection of Claims Against the Company. (a)
Subject to the provisions of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company
or any other obligor of the Securities within three months prior to a default,
as defined in subsection (c) of this Section, 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 and the holders of other indenture securities (as
defined in this Section):

          (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 the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     subsection (a)(2) of this Section, 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 Company upon the date of such default; and

          (2) all property received by the Trustee in respect of any claim 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 Company and
     its 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 Company) who is liable thereon, (ii)
     the proceeds of a bona fide sale of any such claim by the Trustee to a
     third person, and (iii) distributions made in cash, securities or other

                                       40


<PAGE>

     property in respect of claims filed against the Company in bankruptcy or
     receivership or in the proceedings for reorganization pursuant to the
     Federal Bankruptcy Code or applicable state law;

          (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 has no reasonable cause to believe that a default as defined by
     subsection (c) of this Section 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 pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing 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 between the
Trustee, the Holders of the Securities and the holders of other indenture
securities in such manner that the Trustee, such Holders 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 Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy 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 Company of the funds and property in
such special account and before crediting to the respective claims of the
Trustee, Holders of the Securities and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal Bankruptcy 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 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 the
Federal Bankruptcy Code or applicable State law, whether such distribution is
made in cash, securities or other property, but shall not include any such

                                       41


<PAGE>

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 between the Trustee, the
Holders of Securities 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, the Holders of Securities 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 distribution as between the secured and
unsecured portions of such claims, 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.

     (b) There shall be excluded from the operation of this Section 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 Holders of the applicable series of
     Securities at the time and in the manner provided in this Indenture;

          (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)(3) of
     this Section;

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<PAGE>

          (5) the ownership of stock or of some 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
     Company; or

          (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)(4) of
     this Section.

     (c) As used in this Section:

          (1) the term "default" shall mean any failure to make payment in full
     of the principal of or interest upon any of the Securities of the
     applicable series or upon 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 Company is an obligor (as defined in the Trust Indenture Act)
     outstanding under any other indenture (i) under which the Trustee is also
     trustee, (ii) which contains provisions substantially similar to the
     provisions of subsection (a) of this Section, and (iii) 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 Company 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 goods, wares or
     merchandise previously constituting the security, provided that the
     security is received by the Trustee simultaneously with the creation of the
     creditor relationship with the Company arising from the making, drawing,
     negotiating or incurring of the draft, bill of exchange, acceptance or
     obligation; and

          (5) the term "Company" shall mean any obligor upon the Securities.

          Section 7.14 Authenticating Agent. So long as any Securities remain
     Outstanding, if the Corporate Trust Office of the Trustee is not located in
     the Borough of Manhattan, The City of New York, or otherwise upon an
     Company Request, there shall be an authenticating agent (the
     "Authenticating Agent") appointed, for such period as the Company shall
     elect, by the Trustee to act as its agent on its behalf and subject to its
     direction in connection with the authentication and delivery of Securities.
     Securities authenticated by such Authenticating Agent shall be entitled to
     the benefits of this Indenture and shall be valid and obligatory for all
     purposes as if authenticated by such Trustee. Wherever reference is made in
     this Indenture to the authentication and delivery of Securities by the
     Trustee or to the Trustee's Certificate of Authentication, such reference

                                       43

<PAGE>

     shall be deemed to include authentication and delivery on behalf of the
     Trustee by an Authenticating Agent and a Certificate of Authentication
     executed on behalf of such Trustee by such Authenticating Agent. Such
     Authenticating Agent shall at all times be a corporation organized and
     doing business under the laws of the United States of America or of any
     State or of the District of Columbia, authorized under such laws to
     exercise corporate trust powers, having a combined capital and surplus of
     at least $20,000,000 and subject to supervision or examination by Federal,
     State or District of Columbia authority. If the Corporate Trust Office of
     the Trustee is not located in the Borough of Manhattan, The City of New
     York, the Authenticating Agent shall have its principal office and place of
     business in the Borough of Manhattan, The City of New York.

     Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent.

     Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.14, the Trustee shall upon Company Request appoint
a successor Authenticating Agent, and the Company shall provide notice of such
appointment to all Holders of Securities in the manner and to the extent
provided in Section 13.4. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. The Company agrees to pay or to
cause to be paid to the Authenticating Agent from time to time reasonable
compensation for its services. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in good faith at
the direction of the Trustee.

                                 Article VIII.

                      CONCERNING THE HOLDERS OF SECURITIES

     Section 8.1 Action by Holders. Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the
Securities of any 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 Holders in
person or by agent or proxy appointed in writing, or (b) by the record of
Holders voting in favor thereof at any meeting of such Holders duly called and
held in accordance with the provisions of Article IX, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of Holders.
The Company may (but shall not be required to) set a record date for purposes of

                                       44


<PAGE>

determining the identity of Securityholders entitled to vote or consent to any
action by vote or consent authorized or permitted under this Indenture, which
record date shall be the later of 10 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 5.1 of this Indenture prior to such solicitation. If
a record date is fixed, those persons who were Securityholders at such record
date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date.

     Section 8.2 Proof of Execution of Instruments by Holders of Securities.
Subject to Sections 7.1, 7.2 and 9.5, the execution of any instrument by a
Holder of a Security or his agent or proxy may be proved in any reasonable
manner that the Trustee deems sufficient, including, without limitation, in the
following manner:

          The fact and date of the execution by any such person of any
     instrument may be proved by the certificate of any notary public or other
     officer authorized to take acknowledgments of deeds, that the person
     executing such instrument acknowledged to him the execution thereof, or by
     an affidavit or written statement of a witness to such execution. Where
     such execution is by an officer of a corporation or association or a member
     of a partnership on behalf of such corporation, association or partnership,
     as the case may be, or by any other person acting in a representative
     capacity, such certificate, affidavit or written statement shall also
     constitute sufficient proof of his authority.


     The ownership of Securities shall be proved by the Securities Register or
by a certificate of the Securities Registrar.

     The record of any Holders' meeting shall be proved in the manner provided
in Section 9.6.

     Section 8.3 Holders to be Treated as Owners. The Company, the Trustee and
any agent of the Company or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security Register as the absolute
owner of such Security (notwithstanding any notation of ownership or other
writing thereon) for the purpose of receiving payment of principal of, and
premium, if any, and (subject to Section 3.8) interest, if any, on, such
Security, and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. All such payments so
made to any Holder for the time being, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon such Security.

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interest. Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company or
the Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by any Depository

                                       45


<PAGE>

(or its nominee), as a Holder, with respect to such Global Security or impair,
as between such Depository and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
right of such Depository (or its nominee) as holder of such Global Security.

     Section 8.4 Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Securities of any or all series have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Company or any
other obligor on the Securities with respect to which such determination is
being made or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Securities with respect to which such determination is being made shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Company to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 7.1 and 7.2, the Trustee shall
be entitled to accept such Officers' 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 8.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security, the
number, letter or other distinguishing symbol of 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 at the Corporate Trust Office and upon
proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid, any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon any such Security or such other Security. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the Holders of all the Securities affected by such
action.

                                       46


<PAGE>

                                  Article IX.

                                HOLDERS' MEETINGS

     Section 9.1 Purposes of Meetings. 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 Company or to the Trustee for the
     Securities of such series, 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 pursuant to any of
     the provisions of Article VI;

          (2) to remove the Trustee and nominate a successor Trustee pursuant to
     the provisions of Article VII;

          (3) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 10.2; or

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

     Section 9.2 Call of Meetings by Trustee. The Trustee may at any time call a
meeting of Holders of Securities to take any action specified in Section 9.1, to
be held at such time and at such place in the Borough of Manhattan, The City of
New York, or such other Place of Payment, as the Trustee shall determine. Notice
of every meeting of the Holders of Securities, setting forth the time and the
place of such meeting, and in general terms the action proposed to be taken at
such meeting, shall be given to Holders of Securities of the particular series
in the manner and to the extent provided in Section 13.4. Such notice shall be
given not less than 20 nor more than 90 days prior to the date fixed for the
meeting.

     Section 9.3 Call of Meetings by Company or Holders. In case at any time the
Company, pursuant to a resolution of its Board of Directors, or the Holders of
at least 10% in aggregate principal amount of the Outstanding Securities of any
or all series, as the case may be, shall have requested the Trustee to call a
meeting of Holders of Securities of any or all series, as the case may be, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee for such series shall not have given the
notice of such meeting within 20 days after receipt of such request, then the
Company or such Holders may determine the time and the place in the Borough of
Manhattan or other Place of Payment for such meeting and may call such meeting
to take any action authorized in Section 9.1, by giving notice thereof as
provided in Section 9.2.

     Section 9.4 Qualifications for Voting. To be entitled to vote at any
meeting of Holders a person shall be (a) a Holder of one or more outstanding
Securities with respect to which such meeting is being held or (b) a person
appointed by an instrument in writing as proxy by such Holder. The only persons
who shall be entitled to be present or to speak at any meeting of Holders shall

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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
Company and its counsel.

     Section 9.5 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of the Securities 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.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 9.3, in which case
the Company or the Holders 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 Section 8.4, at any meeting each Holder of Securities with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each $1,000 principal amount (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding") of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
such 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 him or instruments in writing
aforesaid duly designating him as the person to vote on behalf of other Holders.
At any meeting of Holders, the presence of persons holding or representing
Securities with respect to which such meeting is being held in an aggregate
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 aggregate
principal amount of such 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. Any meeting of Holders of Securities with respect to which a
meeting was duly called pursuant to the provisions of Section 9.2 or Section 9.3
may be adjourned from time to time by persons holding or representing a majority
in aggregate principal amount of such Securities represented at the meeting,
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

     Section 9.6 Voting. The vote upon any resolution submitted to any meeting
of Holders of Securities with respect to which such meeting is being held shall
be by written ballots on which shall be subscribed the signatures of such
Holders or of their representatives by proxy and the serial number or numbers 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 holders 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

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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 9.2. The record shall
show the serial numbers 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 of the duplicates shall
be delivered to the Company 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 9.7 No Delay of Rights by Reason of Meeting. Nothing in this
Article contained shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Holders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the Holders
under any of the provisions of this Indenture or of the Securities of any
series.

                                   Article X.

                             SUPPLEMENTAL INDENTURES

     Section 10.1 Supplemental Indentures Without Consent of Securityholders.
The Company, when authorized by a resolution of its Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof) for one or
more of the following purposes:

          (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities any property or assets;

          (b) to evidence the succession of another corporation to the Company,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Company under this
     Indenture and the Securities;

          (c) to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions as its Board of Directors shall
     consider to be for the protection of the Holders of any series of
     Securities or Tranche thereof, and to make the occurrence and continuance
     of a default in any such additional covenants, restrictions, conditions or
     provisions an Event of Default permitting the enforcement of all or any of
     the several remedies provided in this Indenture as herein set forth;
     provided that in respect of any such additional covenant, restriction,
     condition or provision 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 an Event of Default or may limit the
     remedies available to the Trustee upon such an Event of Default or may

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<PAGE>

     limit the right of the Holders of a majority in aggregate principal amount
     of the Securities of such series to waive such an Event of Default;

          (d) to cure any ambiguity or to correct or supplement any provision
     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 under any supplemental
     indenture as the Board of Directors may deem necessary or desirable and
     which shall not materially adversely affect the interests of the Holders of
     any Securities;

          (e) to establish the form or terms of Securities of any series as
     permitted by Section 3.1;

          (f) to provide for the issuance under this Indenture of Securities in
     coupon form (including Securities registrable as to principal only), to
     provide for interchangeability thereof with Securities in registered form
     of the same series and to make all appropriate changes for such purpose, or
     to permit or facilitate the issuance of Securities of any series in
     uncertificated form;

          (g) to provide for the issuance under this Indenture of Securities
     denominated or payable in currency other than Dollars and to make all
     appropriate changes for such purpose;

          (h) to evidence and provide for the acceptance of appointment
     hereunder by a successor trustee with respect to the Securities, pursuant
     to Section 7.11, or to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee;

          (i) to modify any restrictions on and procedures for resales of
     Securities of any series that is not registered pursuant to the Securities
     Act to reflect any change in applicable law or regulation (or the
     interpretation thereof) or in practices relating to the resale or transfer
     of restricted securities generally and to modify any legends placed on such
     Securities to reflect such restrictions and procedures;

          (j) to add to or change or eliminate any provision of this Indenture
     as shall be necessary or desirable to conform to provisions of the Trust
     Indenture Act as at the time in effect, provided that such action shall not
     materially adversely affect the interests of the Holders of the Securities
     of any series; and

          (k) otherwise to change or eliminate any of the provisions of this
     Indenture; provided, however, that any such change or elimination may only
     be effected when no Outstanding Security of any series created prior to the
     execution of such supplemental indenture is entitled to the benefit of such
     provision.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the

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<PAGE>

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

     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 10.2.

     Section 10.2 Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article VIII) of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Company, when authorized by a resolution of its Board of Directors,
and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of execution thereof) 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 Securities of each such
series; provided that no such supplemental indenture shall (a) change the Stated
Maturity of any Security of such series, or reduce the principal amount thereof
or the amount of any premium thereon, or reduce the rate, extend the time of
payment or change the method of calculation of interest thereon, or reduce any
amount payable on redemption thereof or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration with respect thereto pursuant to Section 6.1 or the amount thereof
provable in bankruptcy pursuant to Section 6.2, or impair or adversely affect
the right of any Securityholder to institute suit for the payment thereof or, if
the Securities provide therefor, any right of repayment at the option of the
Securityholder, without the consent of the Holder of each Security of such
series so affected, or (b) reduce the aforesaid percentage of the principal
amount of Securities of such series, the consent of the Holders of which is
required for any such supplemental indenture or any waiver of any obligations of
the Company under this Indenture, without the consent of the Holders of each
Security of such series so affected, or (c) subordinate the indebtedness
evidenced by the Securities of such series to any indebtedness of the Company
without consent of the Holder of each Security of such series so affected.

     Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section 8.1, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture adversely affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

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

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the

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<PAGE>

benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     Section 10.3 Notice of Supplemental Indenture. Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the
provisions of Section 10.2, the Company shall mail a notice thereof by
first-class mail to the Holders of Securities of each series affected thereby at
their addresses as they shall appear on the Security Register, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company 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 10.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, but only with regard to the Securities of each series affected by
such supplemental indenture, and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders of any Securities of such series affected thereby 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 with regard to
the Securities of such series.

     Section 10.5 Documents To Be Given to Trustee. The Trustee, subject to the
provisions of Sections 7.1 and 7.2, shall receive an Officers' Certificate and
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article complies with the applicable provisions of
this Indenture.

     Section 10.6 Notation on Securities in Respect of Supplemental Indentures.
Securities of any series affected by any supplemental indenture which are
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article may bear a notation in form approved
by the Company and the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Company, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of such series then Outstanding.

                                  Article XI.

                          CONSOLIDATION, MERGER OR SALE

     Section 11.1 When Company May Merge, Etc. The Company shall not consolidate
with, or merge with or into any other Person (whether or not the Company shall
be the surviving corporation), or sell, assign, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Person or group of affiliated Persons, in one transaction
or a series of related transactions, unless:

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<PAGE>

          (1) either the Company shall be the continuing Person or the Person
     (if other than the Company) formed by such consolidation or with which or
     into which the Company is merged or the Person (or group of affiliated
     Persons) to which all or substantially all the properties and assets of the
     Company as an entirety or substantially as an entirety are sold, assigned,
     transferred or leased shall be a corporation (or constitute corporations)
     organized and existing under the laws of the United States of America or
     any State thereof or the District of Columbia and shall expressly assume,
     by an indenture supplemental hereto, executed and delivered to the Trustee,
     in form satisfactory to the Trustee, all the obligations of the Company
     under the Securities and this Indenture; and

          (2) immediately before and after giving effect to such transaction or
     series of related transactions, no Event of Default shall have occurred and
     be continuing.

     Section 11.2 Opinion of Counsel. The Company shall deliver to the Trustee
prior to the proposed transaction(s) covered by Section 11.1 an Officer's
Certificate and an Opinion of Counsel stating that the transaction(s) and such
supplemental indenture comply with this Indenture and that all conditions
precedent to the consummation of the transaction(s) under this Indenture have
been met.

     Section 11.3 Successor Corporation Substituted. Upon any consolidation by
the Company with or merger by the Company into any other corporation or any
lease, sale, assignment, or transfer of all or substantially all of the property
and assets of the Company in accordance with Section 11.1, the successor
corporation formed by such consolidation or into which the Company is merged or
the successor corporation or affiliated group of corporations to which such
lease, sale, assignment, or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation or
corporations had been named as the Company herein, and thereafter, except in the
case of a lease, the predecessor corporation or corporations shall be relieved
of all obligations and covenants under this Indenture and the Securities and in
the event of such conveyance or transfer, except in the case of a lease, any
such predecessor corporation may be dissolved and liquidated.

                                  Article XII.

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

     Section 12.1 Satisfaction and Discharge of Securities of Any Series

     Except as otherwise provided for the Securities of any series established
pursuant to Section 3.1(15), the Company shall be deemed to have satisfied and
discharged this Indenture with respect to the entire indebtedness on all the
Outstanding Securities of any particular series, and the Trustee, at the expense
of the Company and upon Company Request, shall execute proper instruments
acknowledging such satisfaction and discharge, when

          (1) either

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<PAGE>

                    (A) all Outstanding Securities of such series theretofore
               authenticated and delivered (other than (i) any Securities of
               such series which have been destroyed, lost or stolen and which
               have been replaced or paid as provided in Section 3.7 and (ii)
               Outstanding Securities of such series for whose payment money has
               theretofore been deposited in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 12.5) have
               been delivered to the Trustee for cancellation; or

                    (B) with respect to all Outstanding Securities of such
               series described in sub-clause (A) above (other than the
               Securities referred to in the parenthetical phrase thereof) not
               theretofore delivered to the Trustee for cancellation:

                         (i) the Company has irrevocably deposited or caused to
                    be irrevocably deposited with the Trustee as trust funds in
                    trust an amount (except as otherwise specified pursuant to
                    Section 3.1 for the Securities of such series) sufficient to
                    pay and discharge the entire indebtedness on all such
                    Outstanding Securities of such series for principal (and
                    premium, if any) and interest to the Stated Maturity or any
                    Redemption Date as contemplated by Section 12.3, as the case
                    may be; or

                         (ii) the Company has irrevocably deposited or caused to
                    be irrevocably deposited with the Trustee as obligations in
                    trust such amount of Government Obligations as will, in a
                    written opinion of independent public accountants delivered
                    to the Trustee, together with the predetermined and certain
                    income to accrue thereon (without consideration of any
                    reinvestment thereof), be sufficient to pay and discharge
                    when due the entire indebtedness on all such Outstanding
                    Securities of such series for unpaid principal (and premium,
                    if any) and interest to the Stated Maturity or any
                    Redemption Date as contemplated by Section 12.3, as the case
                    may be;

               (2) the Company has paid or caused to be paid all other sums
          payable with respect to the Outstanding Securities of such series
          including all fees due to the Trustee under Section 7.6;

               (3) the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent herein provided for relating to the due
          satisfaction and discharge of this Indenture with respect to the
          entire indebtedness on all Outstanding Securities of any such series
          have been complied with; and

               (4) if the Securities of such series are not to become due and
          payable at their Stated Maturity within one year of the date of such
          deposit or are not to be called for redemption within one year of the
          date of such deposit under arrangements satisfactory to the Trustee as
          of the date of such deposit, then the Company shall have given, not

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<PAGE>

          later than the date of such deposit, notice of such deposit to the
          Holders of the Securities of such series.

     Upon the satisfaction of the conditions set forth in this Section 12.1 with
respect to all the Outstanding Securities of any series, the terms and
conditions with respect thereto set forth in this Indenture shall no longer be
binding upon, or applicable to, the Company; provided, however, that the Company
shall not be discharged from (a) any obligations under Sections 7.6 and 7.10 and
(b) any obligations under Section 3.6 or 3.7 and Section 5.1; and provided,
further, that in the event a petition for relief under the federal Bankruptcy
Code or a successor statute is filed with respect to the Company within 91 days
after the deposit, this Indenture with respect to the entire indebtedness on all
Securities of such series shall not be discharged, and in such event the Trustee
shall return such deposited funds or obligations as it is then holding to the
Company upon Company Request.

     Section 12.2 Satisfaction and Discharge of Indenture. Upon compliance by
the Company with the provisions of Section 12.1 as to the satisfaction and
discharge of this Indenture with respect to each series of Securities issued
hereunder and if the Company has paid or caused to be paid all other sums
payable under this Indenture, this Indenture shall cease to be of any further
effect (except as otherwise provided herein). Upon Company Request and receipt
of an Opinion of Counsel and an Officers' Certificate (and at the expense of the
Company), the Trustee shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture.

     Notwithstanding the satisfaction and discharge of this Indenture, any
obligations of the Company under Sections 3.6, 3.7, 5.1, 7.6 and 7.10 and the
obligations of the Trustee under Section 12.3 shall survive.

     Section 12.3 Application of Trust Money. All money and obligations
deposited with the Trustee pursuant to Section 12.1 shall be held irrevocably in
trust and shall be made under the terms of an escrow trust agreement in form and
substance satisfactory to the Company and the Trustee. Such money and
obligations shall be applied by the Trustee, in accordance with the provisions
of the Securities, this Indenture and such escrow trust agreement, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the persons
entitled thereto, of the principal of (and premium, if any) and interest, if
any, on the Securities for the payment of which such money and obligations have
been deposited with the Trustee. If Securities of any series are to be redeemed
prior to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory or optional sinking fund
requirement, the Company shall give the required notice of redemption or shall
make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

     Section 12.4 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys with respect to such series then held by any Paying Agent
(and not required for such satisfaction and discharge) shall, upon demand of the

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<PAGE>

Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.

     Section 12.5 Return of Unclaimed Moneys Held by Trustee and Paying Agent.
Any moneys deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of, or premium, if any, or interest, if any, on,
Securities of any series and which shall not be applied but shall remain
unclaimed by the Holders of Securities of such series for two years after the
date upon which such payment shall have become due and payable, shall be repaid
to the Company by the Trustee on demand; and the Holder of any of such
Securities entitled to receive such payment shall thereafter look only to the
Company for the payment thereof; provided, however, that the Company or the
Trustee, before making any such repayment, shall at the expense of the Company
cause to be published once a week for two successive weeks (in each case on any
day of the week) in an Authorized Newspaper, or mail to each Holder, or both, a
notice that said moneys have not been so applied and that after a date named
therein any unclaimed balance of said moneys then remaining will be returned to
the Company.

     If the Trustee or Paying Agent is unable to apply any money in accordance
with Section 12.3 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.1 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 12.3; provided,
however, that if the Company makes any payment of interest on or principal of
any Security following the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.

                                 Article XIII.

                            MISCELLANEOUS PROVISIONS

     Section 13.1 Incorporators, Stockholders, Officers and Directors of Company
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such, or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of such Securities.

     Section 13.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any person, other than the
parties hereto and their successors and the Holders of the Securities, any legal
or equitable right, remedy or claim under this Indenture or under any covenant
or provision herein contained, all such covenants and provisions being for the
sole benefit of the parties hereto and their successors and the Holders of the
Securities.

Section 13.3 Successors and Assigns of Company Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by

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<PAGE>

or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 13.4 Notices to Holders; Waiver. Where this Indenture provides for
notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed by first class
mail, postage prepaid, to such Holders as their names and addresses appear on
the Securities Register within the time prescribed. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance on such waiver. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed to any particular Holder, shall
affect the sufficiency of such notice with respect to other Holders, and any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given. In case by reason of the suspension of
publication of any Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders otherwise required or
permitted under this Indenture, then such notification as shall be given with
the approval of the Trustee shall constitute sufficient notice to such Holders
for every purpose hereunder.

     Section 13.5 Addresses for Notices. 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 of any series on the Company may be
given or served by registered mail addressed (until another address is filed by
the Company with the Trustee) as follows: Covanta Energy Corporation, 40 Lane
Road, Fairfield, New Jersey 07004, Attention: Treasurer (with a concurrent copy
to the General Counsel). Any notice, direction, request or demand by the Company
or any Holders of Securities of any series to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if received at
the Corporate Trust Office of such Trustee.

     Section 13.6 Officers' Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent (including any covenants compliance with which constitutes
a condition precedent) 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 (including any covenants
compliance with which constitutes a condition precedent) have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

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<PAGE>

     Each certificate or opinion provided for in this Indenture (other than
annual certificates provided pursuant to Section 4.6) and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) 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 Company 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 his
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, information with respect to which is in the possession of
the Company, upon the certificate, statement or opinion of or representations by
an officer or officers of the Company, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his 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 Company 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 in the employ of the Company, 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 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 independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     Section 13.7 Separability Clause. In case any provision of this Indenture
or of the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     Section 13.8 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security, or the last date on which a
Holder has the right to convert or exchange Securities of a series that are
convertible or exchangeable, shall not be a Business Day in any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities, other than a provision in Securities of any series, or any Tranche
thereof, or in the indenture supplemental hereto, Board Resolution or Officer's
Certificate that establishes the terms of the Securities of such series or
Tranche, which specifically states that such provision shall apply in lieu of
this Section) payment of interest or principal and premium, if any, need not be
made at such Place of Payment on such date, and such Securities need not be

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converted or exchanged on such date, but may be made, and such Securities may be
converted or exchanged, on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and, if such payment is made or
duly provided for on such Business Day, no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, or on such last day for conversion or exchange, as the
case may be, to such Business Day.

     Section 13.9 Conflict of Any Provision of Indenture with Trust Indenture
Act. If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the former
provision shall control.

     Section 13.10 Governing Law. This Indenture and each Security shall be
deemed to be a contract under the laws of the State of New York, and for all
purposes this Indenture shall be construed in accordance with laws of said State
applicable to contracts made and to be wholly performed under the laws of the
State of New York.

     Section 13.11 Counterparts. This Indenture may be executed in any number of
counterparts, and on separate counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.

     Section 13.12 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
interpretation hereof.

                                  Article XIV.

                            REDEMPTION OF SECURITIES

     Section 14.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any series which are redeemable before their
stated Maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series. For purposes of Section 14.2, the redemption of all
Securities having the same terms within a series shall not be deemed to be the
redemption of fewer than all of the Securities of any series.

     Section 14.2 Notice of Redemption; Selection of Securities. In case the
Company shall desire to exercise the right to redeem all or, as the case may be,
any part of the Securities of any series in accordance with their terms, it
shall fix a Redemption Date and shall provide notice of such redemption at least
30 days prior to such Redemption Date to the Trustee and to the Holders of
Securities of such series so to be redeemed as a whole or in part in the manner
provided in Section 13.4. The notice provided in the manner herein specified
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, failure to give such notice or any
defect in the notice to the Holder of any Security of a series designated for

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redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.

     Each such notice of redemption shall specify the Redemption Date, the
Redemption Price, the CUSIP or other comparable number, the Place or Places of
Payment, that the Securities of such series are being redeemed at the option of
the Company pursuant to provisions contained in the terms of the Securities of
such series or in a supplemental indenture establishing such series, if such be
the case, together with a brief statement of the facts permitting such
redemption, that payment will be made upon presentation and surrender of the
applicable Securities at the Place or Places of Payment, that the Redemption
Price and any interest accrued to the Redemption Date will be paid as specified
in said notice, and that on and after said Redemption Date any interest thereon
or on the portions thereof to be redeemed will cease to accrue, in the case of
Securities of any series that are convertible into Common Stock or Preferred
Stock of the Company or exchangeable for other securities, the conversion or
exchange price or rate, the date or dates on which the right to convert or
exchange the principal of the Securities of such series to be redeemed will
commence or terminate and the place or places where such Securities may be
surrendered for conversion or exchange, and any information that is required to
be included therein by the Depository.

     Unless otherwise provided as to a particular series of Securities or any
Tranche thereof, if at the time of publication or mailing of any notice of
redemption the Company shall not have deposited with the Trustee or Paying Agent
and/or irrevocably directed the Trustee or Paying Agent to apply, from money
held by it available to be used for the redemption of Securities, an amount in
cash sufficient to redeem all of the Securities called for redemption, including
accrued interest, if any, to the Redemption Date, such notice shall state that
it is subject to the receipt of the redemption moneys by the Trustee or Paying
Agent before the Redemption Date (unless such redemption is mandatory) and such
notice shall be of no effect unless such moneys are so received before such
date.

     If fewer than all the Securities of any series are to be redeemed the
notice of redemption shall specify the numbers of the Securities of such series
to be redeemed. In case any Security of any series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the Redemption Date,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued, or, in
the case of Securities providing appropriate space for such notation, at the
option of the Holders the Trustee, in lieu of delivering a new Security or
Securities as aforesaid, may make a notation on such Security of the payment of
the redeemed portion thereof.

     On or before the Redemption Date with respect to the Securities of any
series stated in the notice of redemption given as provided in this Section
14.2, the Company will deposit with the Trustee or with one or more Paying
Agents an amount of money (except as otherwise specified as contemplated by
Section 3.1 for the Securities of such series) sufficient to redeem on such
Redemption Date all the Securities or portions thereof so called for redemption
at the applicable Redemption Price, together with accrued interest to such
Redemption Date. If the Company is acting as its own Paying Agent, it will
segregate such amount and hold it in trust as provided in Section 4.4.

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     If fewer than all the Securities of any series, or any Tranche thereof, are
to be redeemed, and if at that time the Company shall have given notice of
redemption to the Trustee in accordance with Section 14.2, there shall not be on
file with the Trustee and in effect a Holders' Redemption Agreement, as
hereinafter defined, the particular Securities to be redeemed shall be selected
by the Trustee, from the Outstanding Securities of such series or Tranche not
previously called for redemption, substantially pro rata, by lot or by any other
method the Trustee considers fair and appropriate and that complies with the
requirements of the principal national securities exchange, if any, on which
such Securities are listed, and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or Tranche or any integral multiple thereof) of the
principal amount of Securities of such series or Tranche of a denomination
larger than the minimum authorized denomination for Securities of that series or
Tranche; provided that in case the Securities of such series or Tranche have
different terms and maturities, the Securities to be redeemed shall be selected
by the Company and the Company shall give notice thereof to the Trustee;
provided, however, that if, as indicated in an Officer's Certificate, the
Company shall have offered to purchase all or any principal amount of the
Securities then Outstanding of any series, or any Tranche thereof, and fewer
than all of such Securities as to which such offer was made shall have been
tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.

     If at the time the Company shall have given notice of redemption to the
Trustee in accordance with Section 14.2, there shall be on file with the Trustee
and in effect a Holders' Redemption Agreement, as hereinafter defined, then the
Trustee shall select, in accordance with the provisions of said Holders'
Redemption Agreement, the Securities or parts thereof to be redeemed.

     For the purposes of this Indenture, the term "Holders' Redemption
Agreement' shall mean an agreement, reasonably satisfactory to the Trustee,
executed as provided in this Section, which provides for the method to be
followed by the Trustee in selecting Securities or parts of Securities for
redemption out of any funds held by the Trustee to be applied to such
redemption. A Holder's Redemption Agreement may be made with respect to a single
series of Securities, or Tranche thereof, in which case it shall be executed by
or on behalf of the Holders of all Outstanding Securities of such series or
Tranche, or it may be made with respect to all Outstanding Securities in which
case it shall be executed by or on behalf of the Holders of all Securities
Outstanding hereunder.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     Section 14.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided and the Company has deposited, on or
before the Redemption Date, with the Trustee (and/or having irrevocably directed
the Trustee to apply, from money held by it available to be used for the
redemption of Securities) an amount in cash sufficient to redeem all of the
Securities to be redeemed, the Securities or portions of Securities of the

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series 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 applicable
Redemption Price, together with any interest accrued to such Redemption Date,
and on and after said Redemption Date any interest on the Securities or portion
of Securities of any series so called for redemption shall cease to accrue. On
presentation and surrender of such Securities at a Place of Payment in such
notice specified, such Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable Redemption Price, together
with any interest accrued thereon to the applicable Redemption Date, except that
if such Redemption Date is an Interest Payment Date, interest shall be paid as
provided in Section 3.8.

     Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to or
on the order of the Holder thereof, at the expense of the Company, a new
Security or Securities of such series, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

                                  Article XV.

                                  SINKING FUNDS

     Section 15.1 Applicability of Article. The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 3.1 for Securities of
such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment".

     Section 15.2 Satisfaction of Mandatory Sinking Fund Payment with
Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option, at any time but not less than 45 days prior to the date on which
such sinking fund payment is due, deliver to the Trustee Securities of such
series theretofore purchased or otherwise acquired by the Company, except
Securities of such series which have been redeemed through the application of
mandatory sinking fund payments pursuant to the terms of the Securities of such
series, accompanied by a company order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally
issued by the Company by way of bona fide sale or other negotiation for value;
provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the mandatory sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

     Section 15.3 Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee a certificate signed by a Vice President,
the Treasurer or any Assistant Treasurer of the Company specifying the amount of
the next ensuing sinking fund payment for such series pursuant to the terms of
such series, the portion thereof, if any, which is to be satisfied by payment of

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cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of such series pursuant to Section 15.2 and whether the
Company intends to exercise its rights to make a permitted optional sinking fund
payment with respect to such series. Such certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. In the case of the failure of the Company to deliver such
certificate (or to deliver the Securities, if any, specified in such certificate
within the time period specified in Section 15.2), unless otherwise agreed by
the Trustee, the sinking fund payment due on the next succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit Securities as provided in Section 15.2 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Securities of any particular series shall be applied by the Trustee (or
by the Company if the Company is acting as its own Paying Agent) on the sinking
fund payment date on which such payment is made (or, if such payment is made
before a sinking fund payment date, on the sinking fund payment date following
the date of such payment) to the redemption of Securities of such series at the
Redemption Price specified in such Securities with respect to the sinking fund
together with accrued interest, if any, to the applicable Redemption Date. Any
sinking fund moneys not so applied or allocated by the Trustee (or by the
Company if the Company is acting as its own Paying Agent) to the redemption of
Securities shall be added to the next sinking fund payment received by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 4.4) for such series and, together with
such payment (or such amount so segregated) shall be applied in accordance with
the provisions of this Section 15.3. Any and all sinking fund moneys with
respect to the Securities of any particular series held by the Trustee (or if
the Company is acting as its own Paying Agent, segregated and held in trust as
provided in Section 4.4) on the last sinking fund payment date with respect to
Securities of such series and not held for the payment or redemption of
particular Securities of such series shall be applied by the Trustee (or by the
Company if the Company is acting as its own Paying Agent), together with other
moneys, if necessary, to be deposited (or segregated) sufficient for the
purpose, to the payment of the principal of the Securities of such series at
Maturity.

     The Trustee shall select or cause to be selected the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
14.2 and the Company shall cause notice of the redemption thereof to be given in
the manner provided in Section 14.2 except that the notice of redemption shall
also state that the Securities are being redeemed by operation of the sinking
fund and whether the sinking fund payment is mandatory or optional, or both, as
the case may be. Such notice having been duly given, the redemption of the
Securities shall be made upon the terms and in the manner stated in Section
14.3.

     On or before each sinking fund payment date, the Company shall pay to the
Trustee (or, if the Company is acting as its own Paying Agent, will segregate
and hold in trust as provided in Section 4.4) in cash a sum equal to the
principal and any interest accrued to the Redemption Date for Securities or

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portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section.

     Neither the Trustee nor the Company shall redeem any Securities of a series
with sinking fund moneys or mail any notice of redemption of Securities of such
series by operation of the sinking fund for such series during the continuance
of a default in payment of interest, if any, on any Securities of such series or
of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to the Securities of such series,
except that if the notice of redemption shall have been provided in accordance
with the provisions hereof, the Trustee (or the Company if the Company is acting
as its own Paying Agent) shall redeem such Securities if cash sufficient for
that purpose shall be deposited with the Trustee (or segregated by the Company)
for that purpose in accordance with the terms of this Article. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur and any moneys thereafter paid into
such sinking fund shall, during the continuance of such default or Event of
Default, be held as security for the payment of the Securities of such series;
provided, however, that in case such Event of Default or default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next sinking fund payment date for the Securities of such series on which
such moneys may be applied pursuant to the provisions of this Section.

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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective seals to be hereunto affixed and attested.

                           COVANTA ENERGY CORPORATION



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


                                                      [Seal]


                           Attest:



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


                           BANKERS TRUST COMPANY


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


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<PAGE>


STATE OF ---------------   )
                                            )  ss.
COUNTY OF --------------   )

     At --------------------, on this ---- day of -------- 200--, before me, a
Notary Public in and for the County of -------------- and State of
--------------, personally appeared ------------------------------ and
---------------------, the ------------------- and -----------, respectively, of
Covanta Energy Corporation, each to me personally known, who respectively
executed, and affixed and attested the corporate seal on, the foregoing
instrument on behalf of said corporation, and severally acknowledged the same to
be their free act and deed in their said capacities and the free act and deed of
Covanta Energy Corporation.

                                                      NOTARIAL SEAL




                                       ----------------------------------------
                                                      Notary Public


My Commission Expires:


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