Exhibit 4.1

                                                                  EXECUTION COPY

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                                  VIACOM INC.,

                                                        Issuer

                                       and

                           VIACOM INTERNATIONAL INC.,

                                                        Guarantor

                                       and

                       THE FIRST NATIONAL BANK OF BOSTON,

                                                        Trustee


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


                                    Indenture

                            Dated as of May 15, 1995


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



                             Senior Debt Securities



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<PAGE>


                                                                  EXECUTION COPY



                                             VIACOM INTERNATIONAL INC.

               Reconciliation and tie between Trust Indenture Act
                 of 1939 and Indenture, dated as of May 15,1995
                 ----------------------------------------------
<TABLE>
<CAPTION>


Trust Indenture                                                                      Indenture
   Act Section                                                                         Section
-----------------                                                                   -------------
<S>                    <C>                                                          <C>
ss. 310  (a)(1)        .......................................................      607
         (a)(2)        ......................................................       607
         (b)           .......................................................      608
ss. 312  (c)           .......................................................      701
ss. 314  (a)           .......................................................      703
         (a)(4)        .......................................................      1008(a)
         (c)(1)        .......................................................      102
         (c)(2)        .......................................................      102
         (e)           .......................................................      102
ss. 315  (b)           .......................................................      601
ss. 316  (a)(last
         sentence)     .......................................................      101 ("Outstanding")
         (a)(1)(A)     .......................................................      502, 512
         (a)(1)(B)     .......................................................      513
         (b)           .......................................................      508
         (c)           .......................................................      104(e)
ss. 317  (a)(1)        .......................................................      503
         (a)(2)        .......................................................      504
         (b)           .......................................................      1003
ss. 318  (a)           .......................................................      108
         (c)           .......................................................      108

</TABLE>

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

<PAGE>


                                                                 EXECUTION COPY

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


<PAGE>


                                Table of Contents
                                -----------------
                                                                            Page
                                                                            ----

PARTIES........................................................................1
RECITALS OF THE COMPANY........................................................1
RECITAL OF THE GUARANTOR.......................................................1


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 101.  Definitions.........................................  1
                  Act......................................................  2
                  Additional Amounts.......................................  2
                  Affiliate................................................  2
                  Authenticating Agent.....................................  2
                  Authorized Newspaper.....................................  3
                  Bearer Security..........................................  3
                  Board of Directors.......................................  3
                  Board Resolution.........................................  3
                  Business Day.............................................  3
                  Capitalized Lease........................................  3
                  Cedel S.A................................................  3
                  Commission...............................................  3
                  Common Depositary........................................  3
                  Company  ................................................  4
                  Company Request or Company Order.........................  4
                  Corporate Trust Office...................................  4
                  corporation................................................4
                  coupon   ................................................  4
                  Default  ................................................  4
                  Default Amount...........................................  4
                  Defaulted Interest.......................................  4
                  Dollar or $..............................................  4
                  Euro-clear...............................................  4
                  Euro Security............................................  4
                  Event of Default.........................................  4
                  Exchange Act.............................................  4
                  Exchange Date............................................  5
                  Exchange Rate Agent......................................  5

<PAGE>

                                                                            Page
                                                                            ----
                  Guarantee................................................  5
                  Guarantor................................................  5
                  Guarantor Obligations....................................  5
                  Guarantor Request or Guarantor Order.....................  5
                  Holder   ................................................  5
                  Indebtedness.............................................  5
                  Indenture................................................  6
                  Indexed Security.........................................  6
                  interest ................................................  6
                  Interest Payment Date....................................  6
                  Lien     ................................................  6
                  Maturity ................................................  6
                  Notice of Default........................................  6
                  Officer  ................................................  6
                  Officer's Certificate....................................  7
                  Opinion of Counsel.......................................  7
                  Original Issue Discount Security.........................  7
                  Outstanding..............................................  7
                  Paying Agent.............................................  8
                  Periodic Offering........................................  8
                  Person   ................................................  8
                  Place of Payment.........................................  9
                  possessions..............................................  9
                  Predecessor Security.....................................  9
                  Principal Property.......................................  9
                  Redemption Date..........................................  9
                  Redemption Price.........................................  9
                  Registered Security......................................  9
                  Regular Record Date......................................  9
                  Repayment Date...........................................  9
                  Repayment Price..........................................  9
                  Responsible Officer...................................... 10
                  Restricted Subsidiary.................................... 10
                  Securities............................................... 10
                  Security Register and Security Registrar................. 10
                  Special Record Date...................................... 10
                  Specified Currency........................................10
                  Stated Maturity.......................................... 10
                  Subsidiary............................................... 10
                  Trust Indenture Act or TIA............................... 11

                                       ii

<PAGE>

                                                                            Page
                                                                            ----
                  Trustee  ................................................ 11
                  United States.............................................11
                  United States Person..................................... 11
                  U.S. Depositary.......................................... 11
                  U.S. Government Obligations.............................. 11
                  Vice President........................................... 12
                  Voting Stock............................................. 12
                  Yield to Maturity........................................ 12
         SECTION 102.  Compliance Certificates and Opinions................ 12
         SECTION 103.  Form of Documents Delivered to Trustee.............. 13
         SECTION 104.  Acts of Holders..................................... 13
         SECTION 105.  Notices, Etc., to Trustee, Company or Guarantor..... 15
         SECTION 106.  Notice to Holders of Securities; Waiver............. 16
         SECTION 107.  Language of Notices, Etc............................ 17
         SECTION 108.  Trust Indenture Act................................. 17
         SECTION 109.  Effect of Headings and Table of Contents............ 17
         SECTION 110.  Successors and Assigns.............................. 18
         SECTION 111.  Separability Clause................................. 18
         SECTION 112.  Benefits of Indenture............................... 18
         SECTION 113.  Governing Law....................................... 18
         SECTION 114.  Legal Holidays...................................... 18
         SECTION 115.  Submission to Jurisdiction; Appointment
                       of Agent for Service................................ 19

                                   ARTICLE TWO

                                 SECURITY FORMS

         SECTION 201.  Forms Generally..................................... 19
         SECTION 202.  Form of Trustee's Certificate of Authentication..... 20
         SECTION 203.  Securities in Global Form........................... 21

                                 ARTICLE THREE

                                 THE SECURITIES

         SECTION 301.  Amount Unlimited; Issuable in Series................ 22
         SECTION 302.  Denominations....................................... 26
         SECTION 303.  Execution, Authentication, Delivery and Dating...... 26
         SECTION 304.  Temporary Securities................................ 29
         SECTION 305.  Registration, Registration of Transfer and
                       Exchange............................................ 32

                                      iii
<PAGE>

                                                                            Page
                                                                            ----
         SECTION 306.  Mutilated, Destroyed, Lost and Stolen
                       Securities and Coupons.............................. 36
         SECTION 307.  Payment of Interest; Interest Rights Preserved;
                       Optional Interest Reset............................. 37
         SECTION 308.  Optional Extension of Stated Maturity............... 40
         SECTION 309.  Persons Deemed Owners............................... 41
         SECTION 310.  Cancellation........................................ 42
         SECTION 311.  Computation of Interest............................. 42
         SECTION 312.  Judgments........................................... 43

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

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

                                  ARTICLE FIVE

                                    REMEDIES

         SECTION 501.  Events of Default................................... 45
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment.. 47
         SECTION 503.  Collection of Indebtedness and Suits for
                       Enforcement by Trustee.............................. 49
         SECTION 504.  Trustee May File Proofs of Claim.................... 50
         SECTION 505.  Trustee May Enforce Claims Without Possession
                       of Securities....................................... 51
         SECTION 506.  Application of Money Collected...................... 51
         SECTION 507.  Limitation on Suits................................. 51
         SECTION 508.  Unconditional Right of Holders to Receive
                       Principal, Premium and Interest..................... 52
         SECTION 509.  Restoration of Rights and Remedies.................. 52
         SECTION 510.  Rights and Remedies Cumulative...................... 53
         SECTION 511.  Delay or Omission Not Waiver........................ 53
         SECTION 512.  Control by Holders.................................. 53
         SECTION 513.  Waiver of Past Defaults............................. 54
         SECTION 514.  Waiver of Stay or Extension Laws.................... 54

                                   ARTICLE SIX

                                   THE TRUSTEE

                                       iv

<PAGE>

                                                                            Page
                                                                            ----
         SECTION 601.  Notice of Defaults.................................. 54
         SECTION 602.  Certain Rights of Trustee........................... 55
         SECTION 603.  Not Responsible for Recitals or Issuance of
                       Securities.......................................... 56
         SECTION 604.  May Hold Securities................................. 56
         SECTION 605.  Money Held in Trust................................. 57
         SECTION 606.  Compensation, Reimbursement and Indemnification
                       of Trustee.......................................... 57
         SECTION 607.  Corporate Trustee Required; Eligibility............. 58
         SECTION 608.  Resignation and Removal; Appointment of Successor... 58
         SECTION 609.  Acceptance of Appointment by Successor.............. 60
         SECTION 610.  Merger, Conversion, Consolidation or Succession
                       to Business......................................... 61
         SECTION 611.  Appointment of Authenticating Agent................. 62

                                  ARTICLE SEVEN

                 HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY
                                  AND GUARANTOR

         SECTION 701.  Disclosure of Names and Addresses of Holders........ 64
         SECTION 702.  Reports by Trustee.................................. 64
         SECTION 703.  Reports by Company and the Guarantor................ 64

                                  ARTICLE EIGHT

                             [Intentionally Omitted]

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 901.  Supplemental Indentures Without Consent of
                       Holders............................................. 65
         SECTION 902.  Supplemental Indentures with Consent of Holders..... 66
         SECTION 903.  Execution of Supplemental Indentures................ 68
         SECTION 904.  Effect of Supplemental Indentures................... 68
         SECTION 905.  Conformity with Trust Indenture Act................. 68
         SECTION 906.  Reference in Securities to Supplemental Indentures.. 69

                                   ARTICLE TEN

                                    COVENANTS

                                       v
<PAGE>

                                                                            Page
                                                                            ----
         SECTION 1001.  Payment of Principal, Premium, if Any,
                        and Interest....................................... 69
         SECTION 1002.  Maintenance of Office or Agency.................... 69
         SECTION 1003.  Money for Security Payments to Be Held in Trust.... 71
         SECTION 1004.  Corporate Existence................................ 73
         SECTION 1005.  Maintenance of Principal Properties................ 73
         SECTION 1006.  Payment of Taxes and Other Claims.................. 73
         SECTION 1007.  Additional Amounts................................. 74
         SECTION 1008.  Compliance Certificate............................. 75
         SECTION 1009.  Waiver of Certain Covenants........................ 75

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         SECTION 1101.  Applicability of Article........................... 76
         SECTION 1102.  Election to Redeem; Notice to Trustee.............. 76
         SECTION 1103.  Selection by Trustee of Securities to Be
                        Redeemed........................................... 76
         SECTION 1104.  Notice of Redemption............................... 77
         SECTION 1105.  Deposit of Redemption Price........................ 78
         SECTION 1106.  Securities Payable on Redemption Date.............. 78
         SECTION 1107.  Securities Redeemed in Part........................ 79

                                 ARTICLE TWELVE

                                  SINKING FUNDS

         SECTION 1201.  Applicability of Article........................... 80
         SECTION 1202.  Satisfaction of Sinking Fund Payments with
                        Securities......................................... 80
         SECTION 1203.  Redemption of Securities for Sinking Fund.......... 81

                                ARTICLE THIRTEEN

                                   GUARANTEES

         SECTION 1301.  Guarantees......................................... 81
         SECTION 1302.  Execution and Delivery of Guarantees............... 83
         SECTION 1303.  Limitation of Guarantor's Liability................ 83

                                ARTICLE FOURTEEN


                                       vi

<PAGE>

                                                                            Page
                                                                            ----
                       REPAYMENT AT THE OPTION OF HOLDERS

         SECTION 1401.  Applicability of Article........................... 84
         SECTION 1402.  Repayment of Securities............................ 84
         SECTION 1403.  Exercise of Option................................. 84
         SECTION 1404.  When Securities Presented for Repayment
                        Become Due and Payable............................. 85
         SECTION 1405.  Securities Repaid in Part.......................... 86

                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1501.  Company's Option to Effect Defeasance or Covenant
                        Defeasance......................................... 86
         SECTION 1502.  Defeasance and Discharge........................... 87
         SECTION 1503.  Covenant Defeasance................................ 87
         SECTION 1504.  Conditions to Defeasance or Covenant Defeasance.... 88
         SECTION 1505.  Deposited Money and Government Obligations
                        to Be Held in Trust; Other Miscellaneous
                        Provisions......................................... 90
         SECTION 1506.  Reinstatement...................................... 91

                                 ARTICLE SIXTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

         SECTION 1601.  Purposes for Which Meetings May Be Called.......... 91
         SECTION 1602.  Call, Notice and Place of Meetings................. 91
         SECTION 1603.  Persons Entitled to Vote at Meetings............... 92
         SECTION 1604.  Quorum; Action..................................... 92
         SECTION 1605.  Determination of Voting Rights; Conduct

                        and Adjournment of Meetings........................ 94
         SECTION 1606.  Counting Votes and Recording Action of Meetings.... 95

TESTIMONIUM.................................................................96

                                      vii
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                                                                            Page
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SIGNATURES....................................................................96

         Exhibit A     Forms of Certification..............................A-1-1

         Exhibit A-1   Form of Certificate to be given by person entitled
                       to receive bearer security or to obtain interest
                       payable prior to the exchange date..................A-1-1

         Exhibit A-2   Form of certificate to be given by Euroclear and
                       Cedel S.A...........................................A-2-1


                                      viii
<PAGE>


                  INDENTURE, dated as of May 15, 1995, among Viacom Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 1515 Broadway, New
York, New York 10036, Viacom International Inc., a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Guarantor"), having its principal office at 1515 Broadway, New York, New York
10036, and The First National Bank of Boston, a national banking association
duly organized and existing under the laws of the United States of America,
trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

                            RECITAL OF THE GUARANTOR

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

<PAGE>

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

                  SECTION 101.  Definitions.

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

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

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

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

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

                  Certain terms used principally in Article Three are defined in
that Article.

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

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

                                       2
<PAGE>

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

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

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

                  "Board of Directors", when used with reference to the Company
or the Guarantor, means either the board of directors, or any duly authorized
committee of that board, of the Company or the Guarantor, as the case may be.

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

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

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

                                       3
<PAGE>

                  "Cedel S.A." means Centrale de Livraison de Valeurs
Mobilieres, S.A., or its successor.

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

                  "Common Depositary" has the meaning specified in Section 304.

                  "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of any supplemental indenture or Officer's
Certificate, and thereafter "Company" shall mean such successor Person.

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

                  "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 at the date of execution of this Indenture is located
at 150 Royall Street, Mail Stop 45-02-15, Canton, Massachusetts 02021, except
that with respect to presentation of Securities for payment or for registration
of transfer or exchange, such term shall mean the office or agency of the
Trustee at which, at any particular time, its corporate agency business shall be
conducted.

                  "corporation" means a corporation, association, company,
joint-stock company, limited liability company, or business trust.

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

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

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

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

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

                                       4
<PAGE>

                  "Euro-clear" means Morgan Guaranty Trust Company of New York,
Brussels Office, as the operator of the Euro-clear System.

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

                  "Event of Default" has the meaning specified in Section 501.

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

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

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

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

                  "Guarantor" means the Person named as the "Guarantor" in the
first paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable provisions of any supplemental indenture or
Officer's Certificate, and thereafter "Guarantor" shall mean such successor
Person.

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

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

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

                  "Indebtedness" of any Person means, without duplication, (i)
any obligation of such Person for money borrowed, (ii) any obligation of such
Person evidenced by bonds, debentures, notes, or other similar instruments,
(iii) any reimbursement obligation of such Person in respect of letters of
credit or other similar instruments which support financial

                                       5
<PAGE>

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

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

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

                  "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity at the rate prescribed in such Original Issue
Discount Security.

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

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

                                       6
<PAGE>

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

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

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

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

                  "Opinion of Counsel" means a written opinion of counsel, who
may be General Counsel for the Company or the Guarantor, as the case may be, and
who shall be reasonably acceptable to the Trustee.

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

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

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

                  (ii) Securities, or portions thereof, for whose payment or
         redemption or repayment at the option of the Holder money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company or the Guarantor) in trust or set
         aside and segregated in trust by the Company or the Guarantor (if the
         Company or the Guarantor, as the case may be, shall act as a Paying
         Agent) for the Holders of such Securities and any coupons appertaining
         thereto; provided that, if such Securities are to be redeemed, notice
         of such redemption has been duly given pursuant to this Indenture or
         provision therefor satisfactory to the Trustee has been made;

                                       7
<PAGE>

                  (iii) to the extent provided in Article Fifteen, (x)
         Securities with respect to which the Company has effected defeasance
         pursuant to Section 1502 and (y) solely for the limited purpose set
         forth in Section 1503, Securities with respect to which the Company has
         effected covenant defeasance pursuant to such Section 1503; and

                  (iv) Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

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

                                       8
<PAGE>

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

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

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

                  "Place of Payment", when used with respect to the Securities
of or within any series, means the place or places (which, in the case of Euro
Securities, shall be outside the United States) where the principal of (and
premium, if any, on) and interest on such Securities are payable as specified as
contemplated by Sections 301 and 1002.

                  "possessions" of the United States include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands.

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

                  "Principal Property" means any parcel of real property and
related fixtures or improvements (other than telecommunications equipment,
including, without limitation, satellite transponders) owned by the Company, the
Guarantor or any wholly owned Subsidiary of the Company and located in the
United States, the aggregate book value of which on the date of determination
exceeds $500 million, other than any such real property and related fixtures or
improvements, which, as determined in good faith by the Board of Directors of
the Company, is not of material importance to the total business conducted by
the Company and its Subsidiaries, taken as a whole.

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

                                       9
<PAGE>

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

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

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

                  "Repayment Date" has the meaning specified in Section 1402.

                  "Repayment Price" has the meaning specified in Section 1402.

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

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

                  "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture; provided, however, that, if at any time there is
more than one Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

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

                                       10
<PAGE>

                  "Specified Currency" has the meaning specified in Section 312.

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

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

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

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

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

                  "United States Person" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States and any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

                  "U.S. Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more
permanent global Securities, the Person designated as U.S. Depositary by the
Company pursuant to Section 301, which must be a

                                       11
<PAGE>

clearing agency registered under the Exchange Act, and if at any time there is
more than one such Person, "U.S. Depositary" as used with respect to the
Securities of any series shall mean the U.S. Depositary with respect to the
Securities of such series.

                  "U.S. Government Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by, and acting as an agency or instrumentality of, the United States
of America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such U.S. Government Obligation or a specific payment of
principal or interest on any such U.S. Government Obligation 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 such custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government obligation evidenced by such depository receipt.

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

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

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

                  SECTION 102.  Compliance Certificates and Opinions.

                  Except as otherwise expressly provided by this Indenture, upon
any application or request by the Company or the Guarantor to the Trustee to
take any action under any provision of this Indenture (other than in connection
with the delivery of any Security offered in a Periodic Offering to the Trustee
for authentication pursuant to Section 303), the Company or the Guarantor, as
the case may be, shall furnish to the Trustee an Officer's Certificate

                                       12
<PAGE>

stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition;

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

                  (3) a statement that, in the opinion of such person, he 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

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

                  SECTION 103.  Form of Documents Delivered to Trustee.

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

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

                                       13
<PAGE>

Company or the Guarantor, as the case may be, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

                  SECTION 104.  Acts of Holders.

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

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

                                       14
<PAGE>

                  (c) The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same, shall be proved
by the Security Register.

                  (d) The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may be proved
by the production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee, the Company and the Guarantor may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other
Person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. The principal
amount and serial numbers of Bearer Securities held by any Person, and the date
of holding the same, may be proved in any other manner which the Trustee deems
sufficient.

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

                  (f) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security

                                       15
<PAGE>

and the Holder of every Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee, the Company or the Guarantor in
reliance thereon, whether or not notation of such action is made upon such
Security.

                  SECTION 105.  Notices, Etc., to Trustee, Company or Guarantor.

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

                  (1) the Trustee by any Holder or by the Company or the
         Guarantor shall be sufficient for every purpose hereunder if made,
         given, furnished, filed or mailed, first class postage prepaid, in
         writing to or with the Trustee at its Corporate Trust Office,
         Attention: Corporate Trust Administration; or

                  (2) the Company or the Guarantor by the Trustee or by any
         Holder shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if in writing and mailed,
         first-class postage prepaid, to the Company or the Guarantor, as the
         case may be, addressed to it at the address of its principal office
         specified in the first paragraph of this Indenture, to the attention of
         its Secretary, or at any other address previously furnished in writing
         to the Trustee by the Company or the Guarantor, as the case may be.

                  SECTION 106.  Notice to Holders of Securities; Waiver.

                  Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, where this
Indenture provides for notice to Holders of Registered Securities of any event
by the Company, the Guarantor or the Trustee:

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

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities if published in an Authorized Newspaper in The City
         of New York and in such other city or cities as may be specified in
         such Securities on a Business Day at least twice, the first such
         publication to be not earlier than the earliest date, and the second
         such publication to be not later than the latest date, prescribed for
         the giving of such notice.

                                       16
<PAGE>

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice to
Holders of Registered Securities by mail, then any manner of giving such notice
as shall be satisfactory to the Trustee shall be deemed to be a sufficient
giving of such notice for every purpose hereunder; provided that this paragraph
shall not apply to any notice required by the Trust Indenture Act to be
transmitted by mail. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered
Security shall affect the sufficiency of such notice with respect to other
Holders of Registered Securities or the sufficiency of any notice to Holders of
Bearer Securities given as provided herein.

                  Any notice mailed to a Holder of Registered Securities in the
manner herein prescribed shall be conclusively deemed to have been received by
such Holder, whether or not such Holder actually receives such notice. Any
notice to Holders of Bearer Securities shall be deemed to have been given on the
date of the first such publication referred to in (2) above.

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

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

                  SECTION 107.  Language of Notices, Etc.

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



                                       17
<PAGE>

                  SECTION 108.  Trust Indenture Act.

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

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

                  SECTION 109.  Effect of Headings and Table of Contents.

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

                  SECTION 110.  Successors and Assigns.

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

                  SECTION 111.  Separability Clause.

                  In case any provision in this Indenture or in the Securities,
the Guarantees or the coupons 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 112.  Benefits of Indenture.

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

                  SECTION 113.  Governing Law.

                  This Indenture, the Securities, the coupons and, if issued,
the Guarantees shall be governed by and construed in accordance with the laws of
the State of New York.

                                       18
<PAGE>

                  SECTION 114.  Legal Holidays.

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

                  SECTION 115. Submission to Jurisdiction; Appointment of Agent
for Service.

                  The Company and, if any Guarantees are issued, the Guarantor
each hereby irrevocably submit to the non-exclusive jurisdiction of any New York
state or federal court sitting in The City of New York in any action or
proceeding arising out of or relating to the Indenture, the Securities of any
series or, with respect to the Guarantor, the Guarantees, and the Company and
the Guarantor hereby irrevocably agree that all claims in respect of such action
or proceeding may be heard and determined in such New York state or federal
court. The Company and the Guarantor hereby irrevocably waive, to the fullest
extent they may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding. The Company and the Guarantor agree
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.

                  So long as any Securities remain Outstanding, the Company, and
so long as any Guarantees remain Outstanding, the Guarantor, will at all times
have its principal executive office in the Borough of Manhattan, The City of New
York, or an authorized agent in the Borough of Manhattan, The City of New York,
where or upon whom process may be served in any legal action or proceeding
arising out of or relating to the Indenture, the Securities of any series or,
with respect to the Guarantor, the Guarantees. Service of process upon such
agent and written notice of such service mailed or delivered to the Company or
the Guarantor shall to the extent permitted by law be deemed in every respect
effective service of process upon the Company or the Guarantor, as the case may
be, in any such legal action or proceeding.

                                       19
<PAGE>


                                   ARTICLE TWO

                                 SECURITY FORMS

                  SECTION 201.  Forms Generally.

                  The Registered Securities, if any, of each series, the Bearer
Securities, if any, of each series and related coupons, the temporary global
Securities of each series, if any, the permanent global Securities of each
series, if any, and the Guarantees, if any, to be endorsed thereon shall be in
substantially the forms as shall be established by or pursuant to a Board
Resolution of the Company or, with respect to the Guarantees, the Guarantor, as
the case may be, or in one or more indentures supplemental hereto, 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 may be required to comply with the rules of any securities exchange
or applicable tax law or as may, consistently herewith, be determined by the
officers executing such Securities, including the Guarantees, if any, to be
endorsed thereon, or coupons, as evidenced by their execution of the Securities.
If the forms of Securities, including the Guarantees, if any, to be endorsed
thereon, or coupons of any series are established by action taken pursuant to a
Board Resolution of the Company or the Guarantor, as the case may be, a copy of
an appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company or the Guarantor, as the case may be, and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities or coupons. Any portion of the text of any Security may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the
Security.

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

                  The Trustee's certificate of authentication on all Securities
shall be in substantially the form set forth in this Article.

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

                                       20
<PAGE>

                  SECTION 202.  Form of Trustee's Certificate of Authentication.

                  Subject to Section 611, the Trustee's certificates of
authentication shall be in substantially the following form:

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

                                                    THE FIRST NATIONAL BANK OF
                                                         BOSTON, as Trustee


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

                  SECTION 203.  Securities in Global Form.

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

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

                                       21
<PAGE>

principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.

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

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

                                  ARTICLE THREE

                                 THE SECURITIES

                  SECTION 301.  Amount Unlimited; Issuable in Series.

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

                  There shall be established in or pursuant to one or more Board
Resolutions of the Company or pursuant to authority granted by one or more Board
Resolutions of the Company and, subject to Section 303, set forth in, or
determined in the manner provided in, an Officer's Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable:

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

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

                                       22
<PAGE>

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

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

                  (5) the place or places, if any, other than or in addition to
         Canton, Massachusetts, where the principal of (and premium, if any, on)
         and any interest on Securities of the series shall be payable (which in
         the case of Euro Securities shall be outside the United States), any
         Registered Securities of the series may be surrendered for registration
         of transfer, Securities of the series may be surrendered for exchange
         and, if different than the location specified in Section 105, the place
         or places where notices or demands to or upon the Company or, if
         applicable, the Guarantor in respect of the Securities of the series
         and this Indenture may be served;

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

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

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

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

                                       23
<PAGE>

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

                  (11) the currency or currencies, including currency units, in
         which payment of the principal of (and premium, if any, on) and
         interest, if any, on the Securities of the series shall be payable if
         other than the currency of the United States of America;

                  (12) whether the amount of payments of principal of (and
         premium, if any, on) and interest, if any, on the Securities of the
         series may be determined with reference to an index, and the manner in
         which such amounts shall be determined;

                  (13) if the principal of (and premium, if any, on) and
         interest, if any, on the Securities of the series are to be payable, at
         the election of the Company or a Holder thereof, in a currency or
         currencies, including currency units, other than that or those in which
         the Securities are denominated or stated to be payable, the currency or
         currencies in which payment of the principal of (and premium, if any,
         on) and interest on Securities of such series as to which such election
         is made shall be payable, and the period or periods within which and
         the terms and conditions upon which such election may be made;

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

                  (15) any provisions in modification of, in addition to or in
         lieu of the provisions of Article Fifteen that shall be applicable to
         the Securities of the series, and the obligations, if any, under this
         Indenture to which the provisions of Section 1503 shall apply;

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

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

                  (18) whether Securities of the series are to be issuable as
         Registered Securities, Bearer Securities (with or without coupons) or
         both, any restrictions

                                       24
<PAGE>

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

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

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

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

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

                                       25
<PAGE>

                  (23) whether and under what circumstances the Company will pay
         Additional Amounts as contemplated by Section 1007 on the Securities of
         the series to any Holder who is not a United States person (including
         any modification to the definition of such term) in respect of any tax,
         assessment or governmental charge and, if so, whether the Company will
         have the option to redeem such Securities rather than pay such
         Additional Amounts (and the terms of any such option);

                  (24) whether Securities of or within the series are to be
         guaranteed by the Guarantor and any modification of the terms of the
         Guarantees as set forth in Article 13 hereof; and

                  (25) any other terms, conditions, rights and preferences (or
         limitations on such rights and preferences) relating to the series
         (which terms shall not be inconsistent with the requirements of the
         Trust Indenture Act or the provisions of this Indenture) including,
         without limitation, the terms, if any, of any exchangeability or
         prepayment provisions, the price or prices (expressed as a percentage
         of the aggregate principal amount thereof) at which the Securities will
         be issued and any modifications of the definitions set forth herein.

                  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided, in
the Officer's Certificate referred to above or in any such indenture
supplemental hereto. Not all Securities of any one series need be issued at the
same time, and, unless otherwise provided, a series may be reopened for
issuances of additional Securities of such series.

                  If any of the terms of the series are established by action
taken pursuant to one or more Board Resolutions, such Board Resolutions shall be
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth the terms or the manner of determining the terms of
the series.

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

                                       26
<PAGE>

                  SECTION 302.  Denominations.

                  Unless otherwise provided as contemplated by Section 301, with
respect to any series of Securities, any Registered Securities of a series,
other than Registered Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof and any Bearer Securities of a series, other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in the denomination of $5,000.

                  SECTION 303.  Execution, Authentication, Delivery and Dating.

                  The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its Chairman of the Board or the Vice
Chairman of the Board, or its President, or one of its Executive Vice Presidents
or Vice Presidents, or by its Treasurer or one of its Assistant Treasurers and
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities or coupons may be the manual or
facsimile signature of such authorized officer and may be imprinted or otherwise
reproduced on the Securities.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupons appertaining thereto, executed by the Company and (if
Securities of such series were specified as contemplated by Section 301 to be
guaranteed by the Guarantor) having endorsed thereon Guarantees duly executed by
the Guarantor, to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities; provided, however, that, in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Company or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified by or pursuant to a Company Order
delivered to the Trustee prior to the time of the first authentication of
Securities of such series; provided further, however, that, in connection with
its original issuance, no Euro Security shall be mailed or otherwise delivered
to any location in the United States; and provided further, however, that a Euro
Security (other than a Security in temporary global form) may be

                                       27
<PAGE>

delivered in connection with its original issuance only if the Person entitled
to physical delivery of such Euro Security (which, in the case of a Euro
Security to be received in exchange for all or a portion of a Security in
temporary global form, shall be the account holder with Euro-clear or Cedel S.A.
to whose account all or such portion of such Security in temporary global form
has been credited) shall have furnished a certificate in the form set forth in
Exhibit A-1 to this Indenture (or in such other form as may be established
pursuant to Section 301), dated no earlier than 15 days prior to the Exchange
Date. If any Security shall be represented by a permanent global Security, then,
for purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be deemed to be
physical delivery in connection with the original issuance of such beneficial
owner's interest in such permanent global Security. Except as permitted by
Section 306, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled. If not all the Securities of any series are to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth the procedures acceptable to
the Trustee for the issuance of such Securities and determining terms of
particular Securities of such series such as interest rate, maturity date, date
of issuance and date from which interest shall accrue.

                  If the forms or terms of the Securities of the series and any
related coupons, or the form of any Guarantees endorsed thereon, have been
established in or pursuant to one or more Board Resolutions of the Company or
the Guarantor, as the case may be, as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Sections 315(a) through 315(d)) shall
be fully protected in relying upon, an Opinion of Counsel stating:

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

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

                  (c) that such Securities, together with any Guarantees
         endorsed thereon and any coupons appertaining thereto, when
         authenticated and delivered by the Trustee and issued by the Company in
         the manner and subject to any conditions specified in such

                                       28
<PAGE>

         Opinion of Counsel, will constitute valid and legally binding
         obligations of the Company and the Guarantor, respectively, enforceable
         in accordance with their terms, subject to applicable bankruptcy,
         insolvency, reorganization and other laws of general applicability
         relating to or affecting the enforcement of creditors' rights and to
         general equity principles and to such other qualifications as such
         counsel shall conclude do not materially affect the rights of Holders
         of such Securities, such Guarantees and any coupons.

                  Notwithstanding the provisions of Section 301 and of the two
preceding paragraphs, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officer's
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraphs at
or prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be issued.

                  The Trustee shall not be required to authenticate and deliver
any such Securities if the issue of such Securities pursuant to this Indenture
will affect the Trustee's own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.

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

                  Each Registered Security shall be dated the date of its
authentication; and each Bearer Security shall be dated as of the date of
original issuance of the first Security of such series to be issued except as
otherwise provided pursuant to Section 301 in connection with the Securities of
any series.

                  No Security, no Guarantee endorsed thereon and no coupon
appertaining thereto shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security, or
the Security to which such coupon appertains, a certificate of authentication
substantially in the form provided for herein, duly executed by the Trustee by
manual signature of an authorized officer, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. The delivery of any Security by the Trustee after
the authentication thereof hereunder shall

                                       29
<PAGE>

constitute due delivery of any Guarantee endorsed thereon on behalf of the
Guarantor. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 310 together with a written statement (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

                  SECTION 304.  Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, and, if applicable, having endorsed thereon Guarantees duly executed
by the Guarantor substantially of the tenor of the definitive Guarantees, in
registered form or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities, Guarantees or
coupons may determine, as conclusively evidenced by their execution of such
Securities, Guarantees or coupons, as the case may be. In the case of any series
issuable as Bearer Securities, such temporary Securities shall be delivered only
in compliance with the conditions set forth in Section 303 and may be in global
form.
                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company maintained pursuant to Section
1002 in a Place of Payment for such series for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same series and of like tenor
of authorized denominations, having, if applicable, endorsed thereon Guarantees
duly executed by the Guarantor; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security; and
provided further, however, that a definitive Bearer Security shall be delivered
in exchange for a temporary Bearer Security only in compliance

                                       30
<PAGE>

with the conditions set forth in Section 303. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

                  If temporary Securities of any series are issued in global
form, any such temporary global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary
(the "Common Depositary"), for the benefit of Euro-clear and Cedel S.A., for
credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).

                  Without unnecessary delay but in any event not later than 15
days before the date specified in, or determined pursuant to the terms of, any
such temporary global Security of a series (the "Exchange Date"), the Company
shall deliver to the Trustee definitive Securities of that series, in aggregate
principal amount equal to the principal amount of such temporary global Security
and, if applicable, having endorsed thereon Guarantees duly executed by the
Guarantor, executed by the Company. On or after the Exchange Date, such
temporary global Security shall be presented and surrendered by the Common
Depositary to the Trustee, as the Company's agent for such purpose, or to the
Security Registrar, to be exchanged, in whole or from time to time in part, for
definitive Securities of such series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
temporary global Security to be exchanged and, if applicable, having endorsed
thereon Guarantees duly executed by the Guarantor; provided, however, that,
unless otherwise specified in such temporary global Security, upon such
presentation by the Common Depositary, such temporary global Security must be
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euro-clear as to the portion of such temporary global Security held
for its account then to be exchanged and a certificate dated the Exchange Date
or a subsequent date and signed by Cedel S.A. as to the portion of such
temporary global Security held for its account then to be exchanged, each in the
form set forth in Exhibit A-2 to this Indenture (or in such other form as may be
established pursuant to Section 301). The definitive Securities to be delivered
in exchange for any such temporary global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial
owner thereof; provided, however, that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

                  Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series
and of like tenor, and, if applicable, having endorsed

                                       31
<PAGE>

thereon Guarantees duly executed by the Guarantor, upon the receipt by
Euro-clear or Cedel S.A., as the case may be, after the Exchange Date of a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), signed by the account
holder and dated no earlier than 15 days prior to the date on which Euro-clear
or Cedel S.A., as the case may be, furnishes to the Common Depositary in
accordance with the preceding paragraph a certificate in the form set forth in
Exhibit A-2 to this Indenture (or such other form as may be established pursuant
to Section 301) that relates to the interest to be exchanged for definitive
Securities. Copies of the certificate in the form set forth in Exhibit A-1 to
this Indenture (or such other form as may be established pursuant to Section
301) shall be available from the offices of Euro-clear and Cedel S.A., the
Trustee, any Authenticating Agent appointed for such series of Securities and
each Paying Agent. Unless otherwise specified in such temporary global Security,
any such exchange shall be made free of charge to the beneficial owners of such
temporary global Security, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the like in the
event that such Person does not take delivery of such definitive Securities in
person at the offices of Euro-clear or Cedel S.A. Definitive Securities in
bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.

                  Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on any Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euro-clear and
Cedel S.A. on such Interest Payment Date upon delivery by Euro-clear and Cedel
S.A. to the Trustee or the applicable Paying Agent of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture (or in such
other form as may be established pursuant to Section 301), for credit without
further interest on or after such Interest Payment Date to the respective
accounts of the Persons for whom Euro-clear or Cedel S.A., as the case may be,
holds such temporary global Security on such Interest Payment Date and who have
each delivered to Euro-clear or Cedel S.A., as the case may be, a certificate in
the form set forth in Exhibit A-1 to this Indenture (or in such other form as
may be established pursuant to Section 301), dated no earlier than 15 days prior
to the relevant Interest Payment Date occurring prior to the Exchange Date.
Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of
the preceding two paragraphs of this Section and of the third paragraph of
Section 303 of this Indenture and the interests of the Persons who are the
beneficial owners of the temporary global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same
series and of like tenor and, if applicable, having endorsed thereon Guarantees
duly executed by the Guarantor on the Exchange Date or the date of certification
if such date occurs after the

                                       32
<PAGE>

Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a beneficial interest in a temporary global Security will be
made unless and until such interest in such temporary global Security shall have
been exchanged for an interest in a definitive Security. Any interest so
received by Euro-clear and Cedel S.A. and not paid as herein provided shall be
returned to the Trustee or the applicable Paying Agent immediately prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Company in accordance with Section 1003.

                  SECTION 305. Registration, Registration of Transfer and
Exchange.

                  The Company shall cause to be kept at an office or agency to
be maintained by the Company in accordance with Section 1002 a register for each
series of Securities (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and the registration of transfers of
Registered Securities. The Trustee is hereby appointed "Security Registrar" for
the purpose of registering Registered Securities and transfers of Registered
Securities as herein provided, and for facilitating exchanges of temporary
global Securities for permanent global Securities or definitive Securities, or
both, or of permanent global Securities for definitive Securities, or both, as
herein provided.

                  Upon due surrender for registration of transfer of any
Registered Security of any series at the office or agency of the Company
maintained pursuant to Section 1002 for such purpose in a Place of Payment for
such series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees,
one or more new Registered Securities of the same series of any authorized
denomination and of a like aggregate principal amount and tenor, having, if
applicable, endorsed thereon Guarantees duly executed by the Guarantor.

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series of
any authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Registered Securities to be exchanged at any such office
or agency. Whenever any Registered Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Registered Securities which the Holder making the exchange is entitled to
receive, having, if applicable, endorsed thereon Guarantees duly executed by the
Guarantor. Unless otherwise specified with respect to any series of Securities
as contemplated by Section 301, Registered Securities, including Registered
Securities received in exchange for Bearer Securities, may not be exchanged for
Bearer Securities.

                                       33
<PAGE>

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

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

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any permanent global Security shall be
exchangeable pursuant to this Section only as provided in this paragraph. If the
beneficial owners of interests in a permanent global Security are entitled to
exchange such interests for Securities of such series and of like tenor



                                       34
<PAGE>

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

                                       35
<PAGE>

proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is payable
in accordance with the provisions of this Indenture.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1107 or 1405 not involving any
transfer.

                  In the event of any redemption in part, the Company shall not
be required (i) to issue, register the transfer of or exchange any Security of
any series during the period beginning at the opening of business 15 days before
the selection of Securities of like tenor and of the series of which such
Security is a part for redemption, and ending at the close of business on (A) if
Securities of the series are issuable only as Registered Securities, the day of
the mailing of the relevant notice of redemption and (B) if Securities of the
series are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption or, if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption; (ii) to register the transfer of or exchange
any Registered Security so selected for redemption, in whole or in part, except
the unredeemed portion of any Security being redeemed in part; (iii) to exchange
any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series and of like
tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption; or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

                                       36
<PAGE>

                  SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
and Coupons.

                  If any mutilated Security or a Security with a mutilated
coupon appertaining thereto is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount, having,
if applicable, endorsed thereon Guarantees duly executed by the Guarantor,
bearing a number not contemporaneously outstanding, and with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.

                  If there shall be delivered to the Company, the Guarantor (if
related Guarantees are issued) and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company, the Guarantor or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall, subject to the following
paragraph, execute and the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and of
like tenor and principal amount, having, if applicable, endorsed thereon
Guarantees duly executed by the Guarantor, bearing a number not
contemporaneously outstanding and with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

                  In case any such mutilated, destroyed, lost or stolen Security
or coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon,
as the case may be; provided, however, that principal of and premium, if any,
and interest on Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States.

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

                  Every new Security of any series, with any Guarantees endorsed
thereon duly executed by the Guarantor, and with any coupons appertaining
thereto, issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security or in exchange for a Security to which a destroyed, lost or
stolen coupon appertains, shall constitute an original additional contractual
obligation of the Company and, if applicable, the Guarantor, whether or not the
destroyed, lost or stolen Security and any coupons appertaining thereto, or the
destroyed, lost or stolen

                                       37
<PAGE>

coupon shall be at any time enforceable by anyone, and any such new Security,
and any coupons appertaining thereto, shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series, any Guarantees endorsed thereon and their coupons, if any, duly
issued hereunder.

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

                  SECTION 307. Payment of Interest; Interest Rights Preserved;
Optional Interest Reset.

                  (a) Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest on any Registered Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 1002; provided, however, that
each installment of interest on any Registered Security may at the Company's
option be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 309, to the
address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee located in the United States.

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

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

                  Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such defaulted
interest and, if applicable, interest on such defaulted interest (to the extent
lawful) at the rate specified in the Securities of such series (such defaulted
interest and,


                                       38
<PAGE>

if applicable, interest thereon herein collectively called "Defaulted Interest")
may be paid by the Company, at its election in each case, as provided in Clause
(1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Registered Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on a Special Record Date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on each Registered Security of
         such series and the date of the proposed payment, and at the same time
         the Company shall deposit with the Trustee an amount of money equal to
         the aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this clause provided. Thereupon the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Registered Securities of such series at the
         address of such Holder as it appears in the Security Register, not less
         than 10 days prior to such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been so mailed, such Defaulted Interest shall be paid to the
         Persons in whose names the Registered Securities of such series (or
         their respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following Clause (2).

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

                  (b) The provisions of this Section 307(b) may be made
applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an

                                       39
<PAGE>

"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to an Optional Reset Date for such Note. Not later than 40
days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity Date of such Security (each such period a "Subsequent Interest
Period"), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Subsequent Interest Period.

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

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

                  Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in

                                       40
<PAGE>

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

                  SECTION 308.  Optional Extension of Stated Maturity.

                  The provisions of this Section 308 may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The Stated Maturity of any Security of such series may be extended at the option
of the Company for the period or periods specified on the face of such Security
(each an "Extension Period") up to but not beyond the date (the "Final
Maturity") set forth on the face of such Security. The Company may exercise such
option with respect to any Security by notifying the Trustee of such exercise at
least 50 but not more than 60 days prior to the Stated Maturity of such Security
in effect prior to the exercise of such option (the "Original Stated Maturity").
If the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate applicable to the Extension
Period and (iv) the provisions, if any, for redemption during such Extension
Period. Upon the Trustee's transmittal of the Extension Notice, the Stated
Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.

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

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

                                       41
<PAGE>

                  SECTION 309.  Persons Deemed Owners.

                  Prior to the due presentment of a Registered Security for
registration of transfer, the Company, the Guarantor (if a Guarantee is endorsed
on such Registered Security), the Trustee and any agent of the Company, the
Guarantor (if a Guarantee is endorsed on such Registered Security) or the
Trustee may treat the Person in whose name such Registered Security is
registered as the absolute owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any, on) and (subject to
Sections 305 and 307) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and none of the Company,
the Guarantor (if a Guarantee is endorsed on such Registered Security), the
Trustee or any agent of the Company, the Guarantor (if a Guarantee is endorsed
on such Registered Security) or the Trustee shall be affected by notice to the
contrary.

                  Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Guarantor (if a Guarantee is
endorsed on such Bearer Security), the Trustee and any agent of the Company, the
Guarantor (if a Guarantee is endorsed on such Bearer Security) or the Trustee
may treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupon be overdue, and, to the extent permitted by law,
none of the Company, the Guarantor (if a Guarantee is endorsed on such Bearer
Security), the Trustee or any agent of the Company, the Guarantor (if a
Guarantee is endorsed on such Bearer Security) or the Trustee shall be affected
by notice to the contrary.

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

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

                                       42
<PAGE>

                  SECTION 310.  Cancellation.

                  All Securities and coupons surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee. All Registered
Securities and matured coupons so delivered shall be promptly cancelled by the
Trustee. All Bearer Securities and unmatured coupons so delivered shall be
promptly cancelled by the Trustee. The Company or the Guarantor may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company or the Guarantor, as the case may be,
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company or the Guarantor shall so acquire any of the Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities and coupons held by the Trustee shall be destroyed unless otherwise
directed by a Company Order.

                  SECTION 311.  Computation of Interest.

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

                  SECTION 312.  Judgments.

                  If pursuant to Section 301, the provisions of this Section are
established as terms of a series of Securities, the following provisions shall
apply: (a) the obligation, if any, of the Company to pay the principal of (and
premium, if any, on) and interest on Securities of such series in the currency
or currency unit specified pursuant to Section 301 (the "Specified Currency")
shall be of the essence and the Company agrees that, to the extent permitted
under applicable law, judgments in respect of such Securities shall be given in
the Specified Currency; (b) the obligation of the Company to make payments in
the Specified Currency of the principal of (and premium, if any, on) and
interest on such Securities shall, notwithstanding any payment in any other
currency or currency unit (whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in the Specified Currency that the
Holder receiving such payment may, in accordance with normal banking procedures,
purchase with the sum paid in such other currency or currency unit (after any

                                       43
<PAGE>

premium and cost of exchange) on the Business Day in the country of issue of the
Specified Currency or, in the case of a currency unit, in the international
banking community, immediately following the day on which such Holder receives
such payment; (c) if the amount in the Specified Currency that may be so
purchased for any reason falls short of the amount originally due, the Company
shall pay such additional amounts as may be necessary to compensate for such
shortfall; and (d) any obligation of the Company not discharged by such payment
shall be due as a separate and independent obligation and, until discharged as
provided herein, shall continue in full force and effect.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 401.  Satisfaction and Discharge of Indenture.

                  Except as set forth below, this Indenture shall upon Company
Request cease to be of further effect with respect to any series of Securities
(except as to any surviving rights of registration of transfer or exchange of
Securities of such series herein expressly provided for, any surviving rights of
tender for repayment at the option of the Holders and the obligation of the
Company and, if applicable, the Guarantor to pay any Additional Amounts as
contemplated by Section 1007) and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series when

                  (1)      either

                           (A) all Securities of such series theretofore
                  authenticated and delivered and all coupons, if any,
                  appertaining thereto (other than (i) coupons appertaining to
                  Bearer Securities surrendered for exchange for Registered
                  Securities and maturing after such exchange, whose surrender
                  is not required or has been waived as provided in Section 305,
                  (ii) Securities and coupons of such series which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306, (iii) coupons appertaining to
                  Securities called for redemption and maturing after the
                  relevant Redemption Date, whose surrender has been waived as
                  provided in Section 1106, and (iv) Securities and coupons of
                  such series for whose payment money has theretofore been
                  deposited in trust with the Trustee or any Paying Agent or
                  segregated and held in trust by the Company or the Guarantor,
                  as the case may be, and thereafter repaid to the Company or
                  the Guarantor, as the case may be, or discharged from such
                  trust, as provided in Section 1003) have been delivered to the
                  Trustee for cancellation; or

                                       44
<PAGE>

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

                                    (i) have become due and payable, or

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

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

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

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture with respect to any series of Securities, the obligations of the
Company to the Trustee under Section 606 and to any Authenticating Agent under
Section 611 and, if money shall have been deposited with the Trustee pursuant to
clause (1)(B) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive any termination of this
Indenture.

                                       45
<PAGE>

                  SECTION 402.  Application of Trust Money.

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


                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501.  Events of Default.

                  "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (1) default in the payment of any interest on any Security of
         that series, or any related coupon, when such interest or coupon
         becomes due and payable, and continuance of such default for a period
         of 30 days; or

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series when due and payable, at its
         Maturity, upon acceleration, redemption or otherwise; or

                  (3) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of a series of
         Securities other than that series) and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 331/3% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                                       46
<PAGE>

                  (4) one or more defaults shall have occurred under any
         agreements, indentures or instruments under which the Company then has
         outstanding Indebtedness in excess of $100,000,000 in the aggregate
         and, if not already matured at its final maturity in accordance with
         its terms, such Indebtedness shall have been accelerated and remains
         unpaid; or

                  (5) the entry by a court having jurisdiction in the premises
         of a money judgment in an amount in excess of $250,000,000 against the
         Company which has become final and not subject to appeal, and the
         continuance of any such judgment unstayed, in effect and unpaid for a
         period of 90 days; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or, if
         Guarantees are issued, the Guarantor in an involuntary case or
         proceeding under any applicable federal or state bankruptcy,
         insolvency, reorganization or other similar law or (B) a decree or
         order adjudging the Company or, if Guarantees are issued, the Guarantor
         a bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company or, if Guarantees are issued, the Guarantor
         under any applicable federal or state law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or, if Guarantees are issued, the Guarantor or
         of any substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order for relief or any such other decree or order unstayed and in
         effect for a period of 60 consecutive days; or

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

                                       47
<PAGE>

         Company or, if Guarantees are issued, the Guarantor in furtherance of
         any such action; or

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

                  SECTION 502. Acceleration of Maturity; Rescission and
Annulment.

                  If an Event of Default with respect to Securities of any
series at the time Outstanding (other than an Event of Default specified in
Section 501(6) or (7)) occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 331/3% in principal amount of the
Outstanding Securities of that series may, and the Trustee at the request of
such Holders shall, declare immediately due and payable, by a notice in writing
to the Company and, if applicable, the Guarantor (and to the Trustee if given by
Holders) the unpaid principal (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) of (and premium, if any)
and accrued interest in respect of each Security then Outstanding in that series
(the "Default Amount"). Upon any such declaration, the Default Amount shall
become immediately due and payable on all Outstanding Securities of that series.
Notwithstanding any other provision of Section 502, if an Event of Default
specified in Section 501(6) or (7) occurs then, the Default Amount on the
Securities then Outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

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

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

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

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

                                       48
<PAGE>

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

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

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

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

                  Notwithstanding the preceding paragraph, in the event of a
declaration of acceleration in respect of the Securities of any series because
an Event of Default specified in Section 501(4) shall have occurred and be
continuing, such declaration of acceleration shall be automatically annulled if
the Indebtedness that is the subject of such Event of Default has been
discharged or the holders thereof have rescinded any declaration of acceleration
in respect of such Indebtedness or waived any default thereunder permitting such
an acceleration, and written notice of such discharge, rescission or waiver, as
the case may be, shall have been given to the Trustee by the Company or the
Guarantor and by the holders of such Indebtedness or a trustee, fiduciary or
agent for such holders, within 30 days after such declaration of acceleration in
respect of the Securities of that series and no other Event of Default has
occurred during such 30-day period which has not been cured or waived during
such period.

                  SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee.

                  The Company covenants that if

                  (1) default is made in the payment of any installment of
         interest on any Security of any series or any related coupon when such
         interest becomes due and payable and such default continues for a
         period of 30 days, or

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security of any series at the Maturity
         thereof,

then the Company will, upon demand of the Trustee, pay to it (such demand and
payment in the case of Euro Securities to occur only outside the United States),
for the benefit of the Holders of such Securities and any coupons appertaining
thereto, the whole amount then due

                                       49
<PAGE>

and payable on such Securities and coupons of that series for principal (and
premium, if any) and interest, and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal (and premium, if
any) and on any overdue interest, at the rate prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company, the Guarantor (if any related Guarantees
are issued) or any other obligor upon such Securities of that series and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company, the Guarantor (if any related Guarantees are
issued) or any other obligor upon such Securities of that series, wherever
situated.

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

                  SECTION 504.  Trustee May File Proofs of Claim.

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

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

                                       50
<PAGE>

         file such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee (including any claim for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel) and of the Holders of the Securities
         of such series and any coupons appertaining thereto allowed in such
         judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of a Security or of a coupon to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to such Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 606.

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

                  SECTION 505. Trustee May Enforce Claims Without Possession of
Securities.

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

                  SECTION 506.  Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the Securities or
coupons, or both, as the case may be (such presentation, in the case of Euro

                                       51
<PAGE>

Securities or coupons, to occur only outside the United States), and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  First: To the payment of all amounts due the Trustee
         hereunder, including under Section 606;

                  Second: To the payment (such payment, in the case of Euro
         Securities, to occur only outside the United States) of the amounts
         then due and unpaid for principal of (and premium, if any, on) and any
         interest on the Securities and coupons in respect of which or for the
         benefit of which such money has been collected, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on such Securities and coupons for principal (and premium, if
         any) and interest, respectively; and

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


                  SECTION 507.  Limitation on Suits.

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

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

                  (2) the Holders of not less than 331/3% in principal amount of
         the Outstanding Securities of that series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

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

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

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of that
         series;

                                       52
<PAGE>

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

                  SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security or any coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any, on)
and (subject to Section 307) interest on, such Security or payment of such
coupon on the Stated Maturity or Maturities expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date or, in the case of
repayment at the option of the Holder, on the Repayment Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

                  SECTION 509.  Restoration of Rights and Remedies.

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

                  SECTION 510.  Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                                       53
<PAGE>

                  SECTION 511.  Delay or Omission Not Waiver.

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

                  SECTION 512.  Control by Holders.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that

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

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

                  (3) the Trustee may refuse to follow any direction which, in
         the Opinion of Counsel to the Trustee, is unduly prejudicial to other
         Holders of Securities of such series or would subject the Trustee to
         personal liability.

                  SECTION 513.  Waiver of Past Defaults.

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

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

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

                                       54
<PAGE>

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default with respect to Securities of such series arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

                  SECTION 514.  Waiver of Stay or Extension Laws.

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


                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601.  Notice of Defaults.

                  Within 90 days after the occurrence of any Default hereunder
with respect to the Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in TIA Section 313(c), notice of such Default
hereunder known to the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of (or premium, if any, on) or interest on any Security of such
series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series and any related coupons; and provided
further that, in the case of any Default or breach of the character specified in
Section 501(3) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.

                                       55
<PAGE>


                  SECTION 602.  Certain Rights of Trustee.

                  Subject to the provisions of TIA Sections 315(a) through
315(d):

                  (a) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, coupon, other evidence of indebtedness 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 or direction of the Company or the Guarantor
         mentioned herein shall be sufficiently evidenced by a Company Request
         or Company Order or Guarantor Request or Guarantor Order, as the case
         may be, or as otherwise expressly provided herein, and any resolution
         of the Board of Directors of the Company or the Guarantor may be
         sufficiently evidenced by a Board Resolution;

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

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

                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders of Securities of any series or any
         related coupons pursuant to this Indenture, unless such Holders shall
         have offered to the Trustee reasonable security or indemnity against
         the costs, expenses and liabilities which might be incurred by it in
         compliance with such request or direction;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, coupon, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall in good
         faith determine to make such further inquiry or investigation, it shall
         be entitled upon reasonable notice and at reasonable times during


                                       56
<PAGE>

         normal business hours to examine the books, records and premises of the
         Company or, if any Guarantees are issued, the Guarantor, personally or
         by agent or attorney; 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 and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

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

                  SECTION 603. Not Responsible for Recitals or Issuance of
Securities.

                  The recitals contained herein and in the Securities (except
for the Trustee's certificates of authentication), including any Guarantees
endorsed thereon, and in any coupons, shall be taken as the statements of the
Company or the Guarantor, as the case may be, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility on Form T-1 supplied to the Company are
true and accurate, subject to the qualifications set forth therein. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

                  SECTION 604.  May Hold Securities.

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

                                       57
<PAGE>

                  SECTION 605.  Money Held in Trust.

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

                  SECTION 606. Compensation, Reimbursement and Indemnification
of Trustee.

                  The Company agrees:

                  (a) to pay to the Trustee or any predecessor Trustee from time
         to time reasonable compensation for all services rendered by it
         hereunder (which compensation shall not be limited by any provision of
         law in regard to the compensation of a trustee of an express trust);

                  (b) except as otherwise expressly provided herein, to
         reimburse the Trustee or any predecessor Trustee upon its request for
         all reasonable expenses, disbursements and advances incurred or made by
         the Trustee or such predecessor Trustee in accordance with any
         provision of this Indenture (including the reasonable compensation and
         the expenses and disbursements of its agents and counsel), except any
         such expense, disbursement or advance as may be attributable to its
         negligence or bad faith; and

                  (c) to indemnify the Trustee or any predecessor Trustee for,
         and to hold it harmless against, any loss, liability or expense
         incurred without negligence or bad faith on its part, arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of defending itself
         against any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder.

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

                  SECTION 607.  Corporate Trustee Required; Eligibility

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to

                                       58
<PAGE>

law or to the requirements of federal, state, territorial or District of
Columbia supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                  SECTION 608. Resignation and Removal; Appointment of
Successor.

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

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the Company
and, if applicable, the Guarantor. If the instrument of acceptance by a
successor Trustee required by Section 609 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by (i) the Company, by a Board Resolution delivered to
the Trustee, provided that, contemporaneously therewith (x) the Company
immediately appoints a successor Trustee with respect to the Securities of such
series meeting the requirements of Section 607 hereof and (y) the terms of
Section 609 hereof are complied with in respect of such appointment (the Trustee
being removed hereby agreeing to execute the instrument contemplated by Section
609(b) hereof, if applicable, under such circumstances) and provided further
that, no Default with respect to such Securities shall have occurred and then be
continuing at such time, or (ii) Act of the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series delivered to
the Trustee, the Company and, if applicable, the Guarantor.

                  (d)      If at any time:

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

                                       59
<PAGE>


                  (2) the Trustee shall cease to be eligible under Section 607
         hereof and shall fail to resign after written request therefor by the
         Company, the Guarantor or by any such Holder, or

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to the Securities, or (ii) subject to TIA Section 315(e),
any Holder of a Security who has been a bona fide Holder of a Security for at
least six months (and, in the case of Section 608(d)(1) above, who is a Holder
of a Security of the series as to which the Trustee has a conflicting interest)
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to the
Securities and the appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 609. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
609, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities of that series and
accepted appointment in the manner required by Section 609, any
Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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

                                       60
<PAGE>

the manner provided for in Section 106. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

                  SECTION 609.  Acceptance of Appointment by Successor.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company, the Guarantor
and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company, the Guarantor or
the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

                  (b) In the case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the Guarantor, if applicable, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company, the Guarantor or any successor Trustee, such retiring

                                       61
<PAGE>

Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates. Whenever there is a successor Trustee with respect to one or
more (but less than all) series of securities issued pursuant to this Indenture,
the terms "Indenture" and "Securities" shall have the meanings specified in the
provisos to the respective definitions of those terms in Section 101 which
contemplate such situation.

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

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

                  SECTION 610. Merger, Conversion, Consolidation or Succession
to Business.

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

                                       62
<PAGE>


                  SECTION 611.  Appointment of Authenticating Agent.

                  The Trustee may appoint an Authenticating Agent or Agents
(which may be an Affiliate or Affiliates of the Company) with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue or
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by federal or
state authority. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, then, for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section.

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

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall promptly
give written notice of such appointment to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve, in the manner
provided for in Section 106. Any successor Authenticating Agent upon

                                       63
<PAGE>

acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

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

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

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

                               THE FIRST NATIONAL BANK OF
                                   BOSTON, as Trustee


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


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

                  If all of the Securities of a series may not be originally
issued at one time, and the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel), shall appoint in accordance with this Section an
Authenticating Agent (which, if so requested by the Company, shall be an
Affiliate of the Company) having an office in a Place of Payment designated by
the Company with respect to such series of Securities, provided that the terms
and conditions of such appointment are acceptable to the Trustee.

                                       64
<PAGE>


                                  ARTICLE SEVEN

                 HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY
                                  AND GUARANTOR

                  SECTION 701.  Disclosure of Names and Addresses of Holders.

                  Every Holder of Securities or coupons, by receiving and
holding the same, agrees with the Company, the Guarantor and the Trustee that
none of the Company, the Guarantor or the Trustee or any agent of any of them
shall be held accountable by reason of the disclosure of any information as to
the names and addresses of the Holders of Securities in accordance with TIA
Section 312, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).

                  SECTION 702.  Reports by Trustee.

                  Within 60 days after May 15 of each year commencing with the
May 15 occurring after the initial issuance of Securities hereunder, the Trustee
shall transmit by mail to the Holders of Securities of any series with respect
to which it acts as Trustee, in the manner and to the extent provided in TIA
Section 313(c), and to the Company and the Guarantor, a brief report dated as of
such May 15 which satisfies the requirements of TIA Section 313(a).

                  SECTION 703.  Reports by Company and the Guarantor.

                  The Company and, so long as any Securities in respect of which
Guarantees have been issued are Outstanding, the Guarantor shall:

                  (a) file with the Trustee, within 15 days after the Company or
         the Guarantor, as the case may be, is required to file the same with
         the Commission, copies of the annual reports and of the information,
         documents and other reports (or copies of such portions of any of the
         foregoing as the Commission may from time to time by rules and
         regulations prescribe) which the Company or the Guarantor, as the case
         may be, may be required to file with the Commission pursuant to Section
         13 or Section 15(d) of the Exchange Act; or, if the Company or the
         Guarantor, as the case may be, is not required to file information,
         documents or reports pursuant to either of such Sections, then the
         Company or the Guarantor, as the case may be, shall file with the
         Trustee and the Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of


                                       65
<PAGE>

         the Exchange Act 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; and

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

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


                                  ARTICLE EIGHT

                             [Intentionally Omitted]


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  SECTION 901. Supplemental Indentures Without Consent of
Holders.

                  Without the consent of any Holders of Securities or coupons,
the Company, when authorized by a Board Resolution, the Guarantor, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
reasonably satisfactory to the Trustee, for any of the following purposes:

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

                                       66
<PAGE>

                  (2) to add any additional Events of Default (and if such
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such Events of Default are being included
         solely for the benefit of such series); or

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

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

                  (5) to secure the Securities; or

                  (6) to establish the form or terms of Securities of any series
         and any related coupons as permitted by Sections 201 and 301; or

                  (7) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 609(b); or

                  (8) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture; provided that such action shall
         not adversely affect the interests of the Holders of Securities of any
         series or any related coupons in any material respect.

                  SECTION 902.  Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company,

                                       67
<PAGE>

when authorized by a Board Resolution, the Guarantor, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture which affect
such series of Securities or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security of each such series affected thereby:

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, or the terms of any sinking
         fund or analogous payment with respect to, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof or repayment thereof at the option
         of the Holder, or change any obligation of the Company to pay
         Additional Amounts contemplated by Section 1007 (except as permitted by
         Section 901(1)), or reduce the amount of the principal of an Original
         Issue Discount Security or Indexed Security that would be due and
         payable upon a declaration of acceleration of the Maturity thereof
         pursuant to Section 502 or upon the redemption thereof or the amount
         thereof provable in bankruptcy pursuant to Section 504 or change the
         coin or currency in which any Security or any premium or the interest
         thereon is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date, or, in
         the case of repayment at the option of the Holder, on or after the
         Repayment Date), or modify the provisions of this Indenture with
         respect to the mandatory redemption of Securities or repayment of the
         Securities at the option of the Holder in a manner adverse to any
         Holder of any Securities or any coupons appertaining thereto, or

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

                  (3) modify any of the provisions of this Section or Sections
         513 and 1009, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Outstanding Security affected
         thereby; provided, however, that this clause shall not be deemed to
         require the consent of any Holder of a Security or coupon with respect
         to changes in the references to "the Trustee" and concomitant changes
         in this Section, or the deletion of this proviso, in accordance with
         the requirements of Sections 609(b) and 901(7), or

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<PAGE>
                  (4) reduce the terms and conditions of any obligations of the
         Guarantor in respect of the due and punctual payment of the principal
         thereof and premium, if any, and interest, if any, thereon, any
         Additional Amounts payable under Section 1007 in respect thereof or any
         sinking fund or analogous payments provided in respect thereof.

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

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

                  SECTION 903.  Execution of Supplemental Indentures.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                  SECTION 904.  Effect of Supplemental Indentures.

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

                  SECTION 905.  Conformity with Trust Indenture Act.

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

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<PAGE>

                  SECTION 906. Reference in Securities to Supplemental
Indentures.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee, the Company and, if applicable, the Guarantor, to any
such supplemental indenture may be prepared and executed by the Company, having,
if applicable, Guarantees endorsed thereon and executed by the Guarantor, and
authenticated and delivered (which delivery, in the case of Euro Securities,
shall occur only outside the United States) by the Trustee in exchange for
Outstanding Securities of such series.


                                   ARTICLE TEN

                                    COVENANTS

                  SECTION 1001. Payment of Principal, Premium, if Any, and
Interest.

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

                  SECTION 1002.  Maintenance of Office or Agency.

                  If Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for such series
an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served, which agency initially shall be The First National Bank of Boston at
150 Royall Street, Mail Stop 45-02-15, Canton, Massachusetts 02021, Attention:
Corporate Trust Administration. If Securities of a series are issuable as Bearer
Securities, the Company will maintain (A) in the Borough of Manhattan, The City
of New York, an office or agency where any Registered

                                       70
<PAGE>

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

                  Unless otherwise specified with respect to any Securities
pursuant to Section 301, no payment of principal, premium, if any, or interest
on Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to any account maintained with a financial institution located in the
United States; provided, however, that, if the Securities of a series are
denominated and payable in Dollars, payment of principal of (and premium, if
any, on) and any interest on any Bearer Security (including any Additional
Amounts payable on Securities of such series pursuant to Section 1007) shall be
made at the office of the Company's Paying

                                       71
<PAGE>

Agent in the Borough of Manhattan, The City of New York, or the office or agency
of the Company in Canton, Massachusetts, if (but only if) payment in Dollars of
the full amount of such principal, premium, if any, interest or Additional
Amounts, as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee and the Holders of any such designation or rescission and
of any change in the location of any such other office or agency. Unless
otherwise specified with respect to any Securities as contemplated by Section
301 with respect to a series of Securities, the Company hereby designates as a
Place of Payment for each series of Securities the office or agency of the
Company in Canton, Massachusetts, and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent in Canton, Massachusetts and as its agent
to receive all such presentations, surrenders, notices and demands.

                  SECTION 1003. Money for Security Payments to Be Held in Trust.

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

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

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<PAGE>

the Trustee) the Company will promptly notify the Trustee of such action or any
failure so to act.

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

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

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

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

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

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

                                       73
<PAGE>

liability of the Company or the Guarantor as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper in each Place of
Payment, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

                  SECTION 1004.  Corporate Existence.

                  Subject to any supplemental indentures hereto or Officer's
Certificates creating any series, the Company and, so long as any Securities in
respect of which Guarantees have been issued are Outstanding, the Guarantor will
do or cause to be done all things necessary to preserve and keep in full force
and effect their respective corporate existence, rights (charter and statutory)
and franchises; provided, however, that neither the Company nor the Guarantor
shall be required to preserve any such right or franchise if its Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of its business, and that the loss thereof is not disadvantageous
in any material respect to the Holders of the Securities or any coupons
appertaining thereto.

                  SECTION 1005.  Maintenance of Principal Properties.

                  The Company will cause all Principal Properties used or useful
in the conduct of its business or the business of the Guarantor or Restricted
Subsidiary of the Company to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the maintenance of any of such properties
or prevent or restrict the sale, abandonment or other disposition of any of such
properties if such action is, in the judgment of the Company, desirable in the
conduct of the business of the Company and its Subsidiaries as a whole, and not
disadvantageous in any material respect to the Holders.

                  SECTION 1006.  Payment of Taxes and Other Claims.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary of the Company or upon the income, profits or property of the Company
or any Subsidiary of the Company, and (b) all material lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Company or any Subsidiary of the Company; provided, however,
that

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<PAGE>

the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

                  SECTION 1007.  Additional Amounts.

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

                  Except as otherwise specified as contemplated by Section 301,
if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal (and premium,
if any) is made), and at least 10 days prior to each date of payment of
principal (and premium, if any) or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officer's Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officer's Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of (and premium, if any, on) or interest on the Securities
of that series shall be made to Holders of Securities of that series or any
related coupons who are not United States Persons without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such
Officer's Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. In the event that
the Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled to (i) assume that no such withholding or deduction is required with
respect to any payment of principal (and premium, if any) or any interest with
respect to any Securities of a series or related coupons until it shall have
received a certificate advising

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<PAGE>

otherwise and (ii) make all payments of principal (and premium, if any) and
interest with respect to the Securities of a series or related coupons without
withholding or deductions until otherwise advised. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officer's Certificate furnished
pursuant to this Section or in the event the Trustee shall not withhold or
deduct any sums as a result of the non-receipt of an Officer's Certificate
pursuant to this Section.

                  SECTION 1008.  Compliance Certificate.

                  (a) The Company and, so long as any Securities in respect of
Guarantees have been issued are Outstanding, the Guarantor each shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company or
the Guarantor, as the case may be, a brief certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company's or the Guarantor's, as the case may
be, compliance with all conditions and covenants under this Indenture. For
purposes of this Section 1008(a), such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

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

                  SECTION 1009.  Waiver of Certain Covenants.

                  With respect to the Securities of any series, the Company and
the Guarantor may omit in any particular instance to comply with any covenant or
condition specified pursuant to Section 301 as being subject to this Section
1009, if, before the time for such compliance, the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the Guarantor and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.


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                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 1101.  Applicability of Article.

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

                  SECTION 1102.  Election to Redeem; Notice to Trustee.

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

                  SECTION 1103. Selection by Trustee of Securities to Be
Redeemed.

                  If less than all the Securities of any series are to be
redeemed (unless all of the Securities of a specified tenor are to be redeemed),
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate, provided such method complies with the rules of
any national securities exchange or quotation system on which the Securities are
then listed, and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal of Registered Securities of such
series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Security not redeemed to less than the
minimum authorized denomination for Securities of such series established
pursuant to Section 301.

                                       77
<PAGE>

                  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.

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

                  SECTION 1104.  Notice of Redemption.

                  Except as otherwise specified as contemplated by Section 301,
notice of redemption shall be given in the manner provided for in Section 106 to
the Holders of Securities to be redeemed not less than 30 nor more than 60 days
prior to the Redemption Date.

                  All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

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

                  (4) that on the Redemption Date the Redemption Price (together
         with accrued interest, if any, to the Redemption Date payable as
         provided in Section 1106) will become due and payable upon each such
         Security, or the portion thereof, to be redeemed and, if applicable,
         that interest thereon will cease to accrue on and after said date,

                  (5) the place or places (which must include the applicable
         Place or Places of Payment and which in the case of Bearer Securities
         shall be outside the United States) where such Securities, together in
         the case of Bearer Securities with all coupons appertaining thereto, if
         any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price,

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

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<PAGE>

                  (7) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all coupons maturing subsequent to the Redemption Date
         or the amount of any such missing coupon or coupons will be deducted
         from the Redemption Price unless security or indemnity satisfactory to
         the Company, the Guarantor, if applicable, the Trustee and any Paying
         Agent is furnished, and

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

A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

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

                  SECTION 1105.  Deposit of Redemption Price.

                  Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

                  SECTION 1106.  Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) (together with accrued interest,
if any, to the Redemption Date), and from and after such date (unless the
Company and the Guarantor shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest and the
coupons for such interest appertaining to any Bearer Securities so

                                       79
<PAGE>

to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, to the Redemption Date; provided,
however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of coupons for such interest; and provided
further that, unless otherwise specified as contemplated by Section 301,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company, the Guarantor and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in the Security.

                  SECTION 1107.  Securities Redeemed in Part.

                  Any Registered Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company, the
Guarantor or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Guarantor and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Registered Security or Securities of the same series and of like tenor, of
any

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<PAGE>

authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered with, if applicable, Guarantees endorsed thereon
duly executed by the Guarantor. If a temporary global Security or permanent
global Security is so surrendered, such new Security so issued shall be a new
temporary global Security or permanent global Security, respectively.


                                 ARTICLE TWELVE

                                  SINKING FUNDS

                  SECTION 1201.  Applicability of Article.

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

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

                  SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities.

                  Subject to Section 1203, 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 (1) deliver to the Trustee Outstanding
Securities of such series (other than any previously called for redemption or
presented for repayment at the option of the Holder) theretofore purchased or
otherwise acquired by the Company, together in the case of any Bearer Securities
of such series with all unmatured coupons appertaining thereto, and (2) receive
credit for the principal amount of previously Outstanding Securities of such
series which have been previously purchased or otherwise acquired by the Company
and delivered to the Trustee by the Company or for Outstanding Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities,
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto, in each case in satisfaction of all or any part of
any mandatory sinking fund payment with respect to the Securities of the same
series required to be made

                                       81
<PAGE>

pursuant to the terms of such Securities as provided for by the terms of such
series; provided, however, 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 sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

                  SECTION 1203.  Redemption of Securities for Sinking Fund.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officer's Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash, in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202 (which Securities will, if not
previously delivered, accompany such certificate), the basis for such credit and
that such Securities have not been previously so credited, and whether the
Company intends to exercise its right to make a permitted optional sinking fund
payment with respect to such series. Not more than 60 days before each such
sinking fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1105, 1106 and 1107.


                                ARTICLE THIRTEEN

                                   GUARANTEES

                  SECTION 1301.  Guarantees.

                  If Securities of or within a series are specified, as
contemplated by Section 301, to be guaranteed by the Guarantor, then the
Guarantor hereby fully and unconditionally guarantees to each Holder of any such
Security which is authenticated and delivered by the Trustee and to each Holder
of any coupon appertaining to any such Security, and to the Trustee on behalf of
each such Holder, the due and punctual payment of the principal of (and premium,
if any, on) and interest (including, in case of default, interest on principal
and, to the extent permitted by applicable law, on overdue interest and
including any additional interest required to be paid according to the terms of
any such Security or any coupon appertaining

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<PAGE>

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

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

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

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<PAGE>

                  The Guarantor shall be subrogated to all rights of the Holders
of the Securities of a series (and of any coupons appertaining thereto) against
the Company in respect of any amounts paid by the Guarantor on account of such
Securities or any coupons appertaining thereto or this Indenture; provided,
however, that the Guarantor shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation until the
principal of (and premium, if any, on) and interest, if any, on all Securities
of such series shall have been indefeasibly paid in full.

                  SECTION 1302.  Execution and Delivery of Guarantees.

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

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

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

                  SECTION 1303.  Limitation of Guarantor's Liability.

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

                                       84
<PAGE>

violation, then the liability of the Guarantor under its Guarantees in respect
of the Securities of such series shall be reduced to the extent necessary to
eliminate such fraudulent transfer or conveyance or violation under the
applicable fraudulent transfer or conveyance or similar law.


                                ARTICLE FOURTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

                  SECTION 1401.  Applicability of Article.

                  Repayment of Securities of any series before their Stated
Maturity at the option of the Holders thereof shall be made in accordance with
the terms of such Securities and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

                  SECTION 1402.  Repayment of Securities.

                  Securities of any series subject to repayment in whole or in
part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price (the "Repayment Price") equal to
the principal amount thereof, together with interest, if any, thereon accrued to
the repayment date specified in or pursuant to the terms of such Securities (the
"Repayment Date"). The Company covenants that on or before the Repayment Date it
will deposit with the Trustee or with a Paying Agent (or, if the Company or the
Guarantor is acting as a Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.

                  SECTION 1403.  Exercise of Option.

                  Securities of any series subject to repayment at the option of
the Holders thereof will contain an "Option to Elect Repayment" form on the
reverse of such Securities. To be repaid at the option of the Holder, any
Security so providing for such repayment, with the "Option to Elect Repayment"
form on the reverse of such Security duly completed by the Holder (or by the
Holder's attorney duly authorized in writing), must be received by the Company
at the Place of Payment therefor specified in the terms of such Security (or at
such other place or places of which the Company shall from time to time notify
the Holders of such

                                       85
<PAGE>

Securities) not earlier than 45 days nor later than 30 days prior to the
Repayment Date. If less than the entire principal amount of such Security is to
be repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

                  SECTION 1404. When Securities Presented for Repayment Become
Due and Payable.

                  If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company and,
if applicable, the Guarantor shall default in the payment of such Securities on
such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be repaid, except to the extent provided below, shall be
void. Upon surrender of any such Security for repayment in accordance with such
provisions, together with all coupons, if any, appertaining thereto maturing
after the Repayment Date, the principal amount of such Security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the
Repayment Date; provided, however, that coupons whose Stated Maturity is on or
prior to the Repayment Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of such coupons, and provided further that, unless
otherwise specified as contemplated by Section 301, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

                  If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1402 an amount equal to

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<PAGE>

the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company, the Guarantor, if applicable,
and the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive the
amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons.

                  If the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

                  SECTION 1405.  Securities Repaid in Part.

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


                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1501. Company's Option to Effect Defeasance or
Covenant Defeasance.

                  If pursuant to Section 301 provision is made for either or
both of (a) defeasance of the Securities of a series under Section 1502 or (b)
covenant defeasance of the Securities of a series under Section 1503, then the
provisions of such Section 1502 or Section 1503, as the case may be, together
with Sections 1504, 1505 and 1506, shall be applicable to the Securities

                                       87
<PAGE>

of such series, and the Company may, at its option by Officer's Certificate, at
any time, with respect to the Securities of such series, elect to have either
Section 1502 (if applicable) or Section 1503 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the conditions set
forth below in this Article Fifteen.

                  SECTION 1502.  Defeasance and Discharge.

                  Upon the Company's exercise of the above option applicable to
this Section with respect to any Securities of or within a series and subject to
Sections 1505 and 1506, the Company and the Guarantor shall be deemed to have
been discharged from their respective obligations with respect to the
Outstanding Securities of such series and any related coupons on and after the
date the conditions precedent set forth below are satisfied but subject to
satisfaction of the conditions subsequent set forth below (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company and the
Guarantor shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and any related
coupons, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 1505 and the other Sections of this Indenture referred to in
(A) and (B) below, and to have satisfied all their other obligations under such
Securities and any related coupons and this Indenture insofar as such Securities
and any related coupons are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities of such
securities and any related coupons to receive, solely from the trust fund
described in Section 1504 and as more fully set forth in such Section, payments
in respect of the principal of (and premium, if any, on) and interest on such
Securities and any related coupons when such payments are due, (B) the Company's
obligations and, to the extent applicable, the Guarantor's obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1007, and such obligations as shall be ancillary
thereto, (C) the rights, powers, trusts, duties, immunities and other provisions
in respect of the Trustee hereunder and (D) this Article Fifteen. Subject to
compliance with this Article Fifteen, the Company may exercise its option under
this Section 1502 notwithstanding the prior exercise of its option under Section
1503 with respect to such Securities and any related coupons. Following a
defeasance, payment of the Securities of such series may not be accelerated
because of an Event of Default.

                  SECTION 1503.  Covenant Defeasance.

                  Upon the Company's exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
and the Guarantor shall each be released from their respective obligations under
any Section(s) of this Indenture applicable to

                                       88
<PAGE>

such Securities that are determined pursuant to Section 301 to be subject to
this provision with respect to the Outstanding Securities of such series and any
related coupons on and after the date the conditions precedent set forth below
are satisfied but subject to satisfaction of the conditions subsequent set forth
below (hereinafter, "covenant defeasance"), and such Securities and any related
coupons shall thereafter be deemed not to be "Outstanding" for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such Sections, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities of such series and any related coupons, the Company and the Guarantor
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
by reason of reference in any such Section to any other provision herein or in
any other document and such omission to comply shall not constitute a Default or
an Event of Default hereunder, but, except as specified above, the remainder of
this Indenture and such Securities and any related coupons shall be unaffected
thereby. Following a covenant defeasance, payment of the Securities of such
series may not be accelerated because of an Event of Default solely by reference
to such Sections specified above in this Section 1503.

                  SECTION 1504. Conditions to Defeasance or Covenant Defeasance.

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

                  (1) The Company shall have irrevocably deposited or caused to
         be irrevocably deposited with the Trustee (or another trustee
         satisfying the requirements of Section 607 who shall agree to comply
         with the provisions of this Article Fifteen applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for the benefit of, and dedicated
         solely to, the Holders of such Securities and any related coupons, (A)
         Dollars in an amount, or (B) U.S. Government Obligations which through
         the scheduled payment of principal and interest in respect thereof in
         accordance with their terms will provide, not later than one day before
         the due date of any payment, Dollars in an amount, or (C) a combination
         thereof, sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee (or other qualifying trustee), to pay
         and discharge, and which shall be applied by the Trustee (or other
         qualifying trustee) to pay and discharge, (i) each installment of
         principal of (and premium, if any, on) and interest on such Outstanding
         Securities and any related coupons on the Stated Maturity (or
         Redemption Date, if applicable) of such principal (and premium, if any)
         or interest on the day on which such

                                       89
<PAGE>

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

                  (2) No Default or Event of Default with respect to such
         Securities or any related coupons shall have occurred and be continuing
         (A) on the date of such deposit or (B) insofar as paragraphs (6) and
         (7) of Section 501 are concerned, at any time during the period ending
         on the 91st day after the date of such deposit or, if longer, ending on
         the day following the expiration of the longest preference period
         applicable to the Company in respect of such deposit (it being
         understood that the condition in this clause (B) is a condition
         subsequent and shall not be deemed satisfied until the expiration of
         such period).

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

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

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

                  (6) In the case of an election under Section 1502, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (x) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (y) since the date of execution
         of this Indenture, there has been a change in the applicable federal
         income tax law, in either case to the effect that, and based thereon
         such opinion shall confirm that, the Holders of such Outstanding
         Securities of such series and any related coupons will not recognize
         income, gain or loss for federal

                                       90
<PAGE>

         income tax purposes as a result of such defeasance and will be subject
         to federal income tax on the same amounts, in the same manner and at
         the same times as would have been the case if such defeasance had not
         occurred.

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

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

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

                  SECTION 1505. Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.

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

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

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<PAGE>

                  Anything in this Article Fifteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 1504
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article.

                  SECTION 1506.  Reinstatement.

                  Anything herein to the contrary notwithstanding, if and to the
extent the deposited money or U.S. Government Obligations (or the proceeds
thereof) either (i) cannot be applied by the Trustee or any Paying Agent in
accordance with Section 1505 because of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application or (ii) are for any reason insufficient in amount, then (x) the
Company's and the Guarantor's obligations, if any, to pay principal of and any
premium and interest on the Securities of such series and any related coupons
shall be reinstated to the extent necessary to cover the deficiency on any due
date for payment and (y) in the case of a covenant defeasance under Section
1503, the Company's and the Guarantor's obligations, if any, under any Sections
applicable to such Securities that are determined pursuant to Section 301 to be
subject to this provision shall be reinstated unless and until all deficiencies
on any due date for payment are covered. In any case specified in clause (i),
the Company's interest in the deposited money and U.S. Government Obligations
(and proceeds thereof) shall be reinstated to the extent the Company's payment
obligations are reinstated.


                                 ARTICLE SIXTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION 1601. Purposes for Which Meetings May Be Called.

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

                                       92
<PAGE>

                  SECTION 1602.  Call, Notice and Place of Meetings.

                  (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1601, to be held
at such time and at such place in the Borough of Manhattan, The City of New York
or in London as the Trustee shall determine. Notice of every meeting of Holders
of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.

                  (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 331/3% in aggregate principal amount of
the Outstanding Securities of any series shall have requested the Trustee to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 1601, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
made the first publication or mailing of the notice of such meeting within 21
days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New
York or in London for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.

                  SECTION 1603.  Persons Entitled to Vote at Meetings.

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

                  SECTION 1604.  Quorum; Action.

                  The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent, waiver, request,
demand, notice, authorization, direction or other action which this Indenture
expressly provides may be made, given or taken by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons

                                       93
<PAGE>

holding or representing such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1602(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

                  Except as limited by the proviso to the first paragraph of
Section 902, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of not less than a majority in principal amount
of the Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to the first paragraph of Section 902, any resolution
with respect to any consent, waiver, request, demand, notice, authorization,
direction or other action which this Indenture expressly provides may be made,
given or taken by the Holders of not less than a specified percentage in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid only by the affirmative vote of the Holders of not less than such
specified percentage in principal amount of the Outstanding Securities of that
series.

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

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

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

                                       94
<PAGE>

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

                  SECTION 1605. Determination of Voting Rights; Conduct and
Adjournment of Meetings.

                  (a) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1602(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                  (c) At any meeting of the Holders of Securities of any series
each Holder of a Security of such series or proxy shall be entitled to one vote
for each $1,000 principal amount of Outstanding Securities of such series held
or represented by him (determined as specified in the definition of
"Outstanding" in Section 101); provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote, except as a Holder of a Security of
such series or proxy.

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1602 at which a quorum is present may be adjourned
from time to time by Persons

                                       95
<PAGE>

entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting; and the meeting may be held as so
adjourned without further notice.

                  SECTION 1606. Counting Votes and Recording Action of Meetings.

                  The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1602 and, if
applicable, Section 1604. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

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

                                       96
<PAGE>

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

                                      VIACOM INC.,
                                           as Issuer


                                      By:  /s/  Vaughn A. Clarke
                                         ---------------------------------------
                                         Name:  Vaughn A. Clarke
                                         Title: Senior Vice President, Treasurer

Attest:

By:  /s/  Lawrence Rubin
   ----------------------------
   Name:  Lawrence Rubin
   Title: Assistant Treasurer

                                      VIACOM INTERNATIONAL INC.,
                                           as Guarantor


                                      By:  /s/  Vaughn A. Clarke
                                         ---------------------------------------
                                         Name:  Vaughn A. Clarke
                                         Title: Senior Vice President, Treasurer

Attest:

By:  /s/  Lawrence Rubin
   ----------------------------
   Name:  Lawrence Rubin
   Title: Assistant Secretary

                                      THE FIRST NATIONAL BANK OF
                                             BOSTON,
                                           as Trustee



                                      By:  /s/  James E. Schultz
                                         ---------------------------------------
                                         Name:  James E. Schultz
                                         Title: Account Manager
Attest:

By:  /s/  Emily Grier Lea
   ----------------------------
   Name:  Emily Grier Lea
   Title: Account Manager

                                       97
<PAGE>


                                    EXHIBIT A

                             FORMS OF CERTIFICATION


                                   EXHIBIT A-1

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

                                   CERTIFICATE


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


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

<PAGE>

                                     A-1-2

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

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

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

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

Dated:

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


                                                  [Name of Person Making
                                                   Certification]



                                                   -----------------------------
                                                  (Authorized Signatory)
                                                  Name:
                                                  Title:



<PAGE>
                                   EXHIBIT A-2

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

                                   CERTIFICATE


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


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

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

<PAGE>

                                     A-2-2

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

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

Dated:

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


                                                  [MORGAN GUARANTY TRUST COMPANY
                                                  OF NEW YORK, BRUSSELS
                                                  OFFICE, as Operator of the
                                                  Euroclear System]
                                                  [Cedel S.A.]


                                                  By
                                                    ----------------------------



<PAGE>