<PAGE>

                                                                     Exhibit 4.2

                                                                  Execution Copy

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                            HQI TRANSELEC CHILE S.A.,
                                       and
                            BANKERS TRUST COMPANY, as
                                     Trustee

                                   ----------

                                    INDENTURE

                                   Dated as of

                                 April 17, 2001

                                   ----------

                 Providing for Issuance of Securities in Series

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<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
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Recitals of the Company .....................................................  1

Agreements of the Parties ...................................................  1

                                   ARTICLE ONE

             Definitions and Other Provisions of General Application

Section 101.   Definitions ..................................................  1
Section 102.   Compliance Certificates and Opinions ......................... 12
Section 103.   Form of Documents Delivered to Trustee ....................... 13
Section 104.   Acts of Securityholders ...................................... 14
Section 105.   Notices, etc., to Trustee and Company ........................ 15
Section 106.   Notices to Securityholders; Waiver ........................... 16
Section 107.   Conflict with Trust Indenture Act ............................ 16
Section 108.   Effect of Headings and Table of Contents ..................... 16
Section 109.   Successors and Assigns ....................................... 17
Section 110.   Separability Clause .......................................... 17
Section 111.   Benefits of Indenture ........................................ 17
Section 112.   Governing Law ................................................ 17
Section 113.   Consent to Jurisdiction and Service of Process ............... 17
Section 114.   Waiver of Immunity ........................................... 18
Section 115.   Legal Holidays ............................................... 19
Section 116.   Judgment Currency ............................................ 19
Section 117.   Counterparts ................................................. 20

                                   ARTICLE TWO

                                 Security Forms

Section 201.   Forms Generally .............................................. 20
Section 202.   Forms of Securities .......................................... 20
Section 203.   Form of Trustee's Certificate of Authentication .............. 21
Section 204.   Securities Issuable in the Form of a Global Security ......... 21
<PAGE>

                                  ARTICLE THREE

                                 The Securities

Section 301.   General Title; General Limitations;
                 Issuable in Series; Terms of Particular Series ............. 24
Section 302.   Denominations ................................................ 27
Section 303.   Execution, Authentication and Delivery and Dating ............ 27
Section 304.   Temporary Securities ......................................... 29
Section 305.   Registration, Transfer and Exchange .......................... 30
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities ............. 32
Section 307.   Payment of Interest; Interest Rights Preserved ............... 33
Section 308.   Taxation ..................................................... 34
Section 309.   Persons Deemed Owners ........................................ 36
Section 310.   Cancellation ................................................. 36
Section 311.   Computation of Interest ...................................... 37
Section 312.   Medium-Term Securities ....................................... 37

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.   Satisfaction and Discharge of Indenture ...................... 38
Section 402.   Application of Trust Money ................................... 39

                                  ARTICLE FIVE

                                    Remedies

Section 501.   Events of Default ............................................ 40
Section 502.   Acceleration of Maturity; Rescission and Annulment ........... 41
Section 503.   Collection of Indebtedness and Suits for Enforcement by
                 Trustee .................................................... 43
Section 504.   Trustee May File Proofs of Claim ............................. 44
Section 505.   Trustee May Enforce Claims Without Possession of Securities .. 45
Section 506.   Application of Money Collected ............................... 45
Section 507.   Limitation on Suits .......................................... 46
Section 508.   Unconditional Right of Security-
                 holders to Receive Principal, Premium and Interest ......... 47


                                       ii
<PAGE>

Section 509.   Restoration of Rights and Remedies ........................... 47
Section 510.   Rights and Remedies Cumulative ............................... 47
Section 511.   Delay or Omission Not Waiver ................................. 47
Section 512.   Control by Securityholders ................................... 48
Section 513.   Waiver of Past Defaults ...................................... 48
Section 514.   Undertaking for Costs ........................................ 49
Section 515.   Waiver of Stay or Extension Laws ............................. 49

                                   ARTICLE SIX

                                   The Trustee

Section 601.   Certain Duties and Responsibilities .......................... 50
Section 602.   Notice of Defaults ........................................... 51
Section 603.   Certain Rights of Trustee .................................... 51
Section 604.   Not Responsible for Recitals or Issuance of Securities ....... 53
Section 605.   May Hold Securities .......................................... 53
Section 606.   Money Held in Trust .......................................... 53
Section 607.   Compensation and Reimbursement ............................... 53
Section 608.   Disqualification; Conflicting Interests ...................... 54
Section 609.   Corporate Trustee Required; Eligibility ...................... 54
Section 610.   Resignation and Removal; Appointment of Successor ............ 55
Section 611.   Acceptance of Appointment by Successor ....................... 56
Section 612.   Merger, Conversion, Consolidation or Succession to Business .. 57
Section 613.   Preferential Collection of Claims Against Company ............ 58
Section 614.   Appointment of Authenticating Agent .......................... 62

                                  ARTICLE SEVEN

            Securityholders' Lists and Reports by Trustee and Company

Section 701.   Company to Furnish Trustee Names and Addresses
                 of Security-holders ........................................ 64
Section 702.   Preservation of Information; Communications to
                 Securityholders ............................................ 65
Section 703.   Reports by Trustee ........................................... 66
Section 704.   Reports by Company ........................................... 68
Section 705.   Statements by Officers as to Default ......................... 69


                                       iii
<PAGE>

                                  ARTICLE EIGHT

                  Consolidation, Merger, Conveyance or Transfer

Section 801.   Company May Consolidate, etc., only on Certain Terms ......... 69
Section 802.   Successor Corporation Substituted ............................ 70

                                  ARTICLE NINE

                             Supplemental Indentures

Section 901.   Supplemental Indentures Without
                 Consent of Securityholders ................................. 70
Section 902.   Supplemental Indentures with
                 Consent of Securityholders ................................. 72
Section 903.   Execution of Supplemental Indentures ......................... 73
Section 904.   Effect of Supplemental Indentures ............................ 73
Section 905.   Conformity with Trust Indenture Act .......................... 73
Section 906.   Reference in Securities to Supplemental Indentures ........... 74

                                   ARTICLE TEN

                                    Covenants

Section 1001.  Payment of Principal, Premium and Interest ................... 74
Section 1002.  Maintenance of Office or Agency .............................. 74
Section 1003.  Money for Security Payments To Be Held in Trust .............. 74
Section 1004.  Statement as to Compliance ................................... 76
Section 1005.  Corporate Existence .......................................... 77
Section 1006.  Limitation on Liens .......................................... 77
Section 1007.  Limitations on Sale and Lease-Back Transactions .............. 79
Section 1008.  Maintenance of Properties .................................... 79
Section 1009.  Maintenance of Insurance ..................................... 79
Section 1010.  Maintenance of Books and Records ............................. 80
Section 1011.  Further Assurances ........................................... 80
Section 1012.  Waiver of Certain Covenants .................................. 80


                                       iv
<PAGE>

                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101.  Applicability of Article ..................................... 80
Section 1102.  Election to Redeem; Notice to Trustee ........................ 81
Section 1103.  Selection by Trustee of Securities To Be Redeemed ............ 81
Section 1104.  Notice of Redemption ......................................... 82
Section 1105.  Deposit of Redemption Price .................................. 82
Section 1106.  Securities Payable on  Redemption Date ....................... 83
Section 1107.  Securities Redeemed in Part .................................. 83
Section 1108.  Provisions with Respect to any Sinking Funds ................. 83
Section 1109.  Optional Redemption in the Event of
                 Changes in Chilean Tax Treatment ........................... 85

                                 ARTICLE TWELVE

                       Defeasance and Covenant Defeasance

Section 1201.  Company's Option to Effect Defeasance
                 or Covenant Defeasance ..................................... 86
Section 1202.  Defeasance and Discharge ..................................... 86
Section 1203.  Covenant Defeasance .......................................... 87
Section 1204.  Conditions to Defeasance or Covenant Defeasance .............. 87
Section 1205.  Deposited Money and U.S. Government
                 Obligations to Be Held in Trust;
                 Other Miscellaneous Provisions ............................. 89
Section 1206.  Reinstatement ................................................ 90

Appendix A     Rule 144 and Regulation S Security Provision
Appendix A-1   Form of Global Security
Appendix A-2   Form of Exchange Security


                                        v
<PAGE>

                              CROSS-REFERENCE TABLE

Trust Indenture                                                        Indenture
  Act Section                                                           Section
---------------                                                        ---------

ss.310(a)(1) ............................................................... 609
      (a)(2) ............................................................... 609
      (a)(3) .................................................... Not Applicable
      (a)(4) .................................................... Not Applicable
      (a)(5) ............................................................... 609
      (b) .................................................................. 608
          .................................................................. 610
      (c) ....................................................... Not Applicable
ss.311 ..................................................................... 613
ss.312(a) .................................................................. 701
          ............................................................... 702(a)
      (b) ............................................................... 702(a)
      (c) ............................................................... 702(c)
ss.313(a) ............................................................... 703(a)
      (b) ............................................................... 703(b)
      (c) ............................................................... 703(a)
      (d) ............................................................... 703(c)
ss.314(a)(1)(2)(3) ......................................................... 704
      (a)(4) .............................................................. 1004
      (b) ....................................................... Not Applicable
      (c)(1) ............................................................... 102
      (c)(2) ............................................................... 102
      (c)(3) .................................................... Not Applicable
      (d) ....................................................... Not Applicable
      (e) .................................................................. 102
ss.315(a) ............................................................... 601(a)
          ............................................................... 601(c)
      (b) .................................................................. 602
      (c) ............................................................... 601(b)
      (d)(1) ............................................................ 601(a)
      (d)(2) ......................................................... 601(c)(2)
      (d)(3) ......................................................... 601(c)(3)
      (e) .................................................................. 514
ss.316(a) .................................................................. 101
      (a)(1)(A) ............................................................ 502
          .................................................................. 512
      (a)(1)(B) ............................................................ 513
      (a)(2) .................................................... Not Applicable
      (b) .................................................................. 508
      (c) ............................................................... 104(d)
ss.317(a)(1) ............................................................... 503
      (a)(2) ............................................................... 504
      (b) ................................................................ 10003
ss.318(a) .................................................................. 107

----------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of the Indenture


                                       vi
<PAGE>

                              INDENTURE dated as of April 17, 2001 (the
                        "Indenture"), between HQI TRANSELEC CHILE S.A., a
                        Chilean stock corporation (sociedad anonima) (the
                        "Company"), having its principal office at Santa Rosa
                        76, piso 9, Santiago, Chile, and Bankers Trust Company,
                        a New York banking corporation, as trustee hereunder
                        (the "Trustee").

                             Recitals of the Company

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its debentures, notes, bonds or other
evidences of indebtedness, to be issued in one or more fully registered series.

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

                            Agreements of the Parties

            To set forth or to provide for the establishment of the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered, and in consideration of the premises and the purchase of Securities
by the Holders thereof, it is mutually covenanted and agreed as follows, for the
equal and proportionate benefit of all Holders of the Securities or of a series
thereof, as the case may be:

                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

            Section 101. Definitions. For all purposes of this Indenture and of
any indenture supplemental hereto, except as otherwise expressly provided or
unless the context otherwise requires:

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

            (b) all other terms used herein that are defined in the Trust
      Indenture Act or by Commission rule under the Trust Indenture Act, either
      directly or by

<PAGE>
                                                                               2


      reference therein, have the meanings assigned to them therein;

            (c) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles 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 Republic at the date of such computation;

            (d) all references in this instrument to designated "Articles",
      "Sections" and other subdivisions are to the designated Articles, Sections
      and other subdivisions of this instrument. 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; and

            (e) "including" and words of similar import shall be deemed to be
      followed by "without limitation".

            "Act", when used with respect to any Securityholder, has the meaning
specified in Section 104.

            "Additional Amounts" has the meaning specified in Section 308.

            "Affiliate" means, with respect to any specified Person, 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.

            "Attributable Value" means, as to any particular lease under which
the Company or any Subsidiary is at any time liable as lessee and any date as of
which the amount thereof is to be determined, the total net obligations of the
lessee for rental payments during the remaining term of the lease (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended) discounted from the respective due dates thereof to such
date at a rate per annum equivalent to the interest

<PAGE>
                                                                               3


rate inherent in such lease (as determined in good faith by the Company in
accordance with generally accepted financial practice).

            "Authenticating Agent" means any Person authorized by the Trustee to
authenticate Securities under Section 614.

            "Bankruptcy Law" has the meaning specified in Section 501.

            "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

            "Business Day" means each day which is neither a Saturday, Sunday or
other day on which banking institutions in the pertinent Place or Places of
Payment are authorized or required by law or executive order to be closed.

            "Chilean Bank Indebtedness" means any Indebtedness of the Company or
any of its Subsidiaries to any bank in Chile with respect to which, as a result
of Chilean banking regulations, a Lien in favor of such bank is required to be
created.

            "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 instrument 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.

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

            "Consent" means a written consent signed in the name of the Company
by any two of the following: its Chairman of the Board, Vice Chairman of the
Board, President or a Vice President, its Treasurer, Assistant Treasurer, its
Controller, Assistant Controller, its Secretary or Assistant Secretary, its
principal financial officer, its principal

<PAGE>
                                                                               4


accounting officer or any other officer, employee or agent of the Company, duly
authorized by a Board Resolution and delivered to the Trustee.

            "Consolidated Net Tangible Assets" means the total of all assets
(including revaluations thereof as a result of commercial appraisals,
price-level restatement or otherwise) appearing on a consolidated balance sheet
of the Company, net of all applicable reserves and deductions, but excluding
goodwill, trade names, trademarks, patents, unamortized debt discount and all
other like intangible assets (which term shall not be construed to include such
revaluations), less the aggregate of the current liabilities of the Company and
its Subsidiaries appearing on such balance sheet.

            "Corporate Trust Office" means the principal office of the Trustee
in New York, New York at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
located at 4 Albany Street, New York, New York 10006, attention: Corporate Trust
and Agency Group; and such other offices as the Trustee may designate from time
to time.

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

            "Depositary" means, unless otherwise specified by the Company
pursuant to either Section 204 or 301, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New York,
New York, or any successor thereto registered as a clearing agency under the
Exchange Act or other applicable statute or regulation.

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

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

            "Exchange Securities" has the meaning specified in Appendix A.

            "Global Security" means, with respect to any series of Securities
issued hereunder, a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and an indenture supplemental
hereto, if any, or Board Resolution and pursuant to a Company Request, which
shall be registered in the name of the Depositary or its

<PAGE>
                                                                               5


nominee and which shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the Outstanding Securities of such
series or any portion thereof, in either case having the same terms, including
the same original issue date, date or dates on which principal is due, and
interest rate or method of determining interest and shall include any Rule 144A
Global Security and any Regulation S Global Security (each as defined in
Appendix A).

            "Holder", when used with respect to any Security, means a
Securityholder.

            "Indebtedness" means, with respect to any Person (without
duplication), (a) any liability of such Person (1) for borrowed money or under
any reimbursement obligation relating to a letter of credit, financial bond or
similar instrument or agreement, (2) evidenced by a bond, note, debenture or
similar instrument or agreement (including a purchase money obligation) given in
connection with the acquisition of any business, properties or assets of any
kind (other than a trade payable or a current liability arising in the ordinary
course of business or a performance bond or similar obligation), (3) for the
payment of money relating to any obligations under any capital lease of real or
personal property or (4) for purposes of Section 1006 and 1007 hereof, under any
agreement or instrument in respect of an interest rate or currency swap,
exchange or hedging transaction or other financial derivatives transaction; (b)
any liability of others described in the preceding clause (a) that the Person
has guaranteed or that is otherwise its legal liability; and (c) any amendment,
supplement, modification, deferral, renewal, extension or refunding of any
liability of the types referred to in clauses (a) and (b) above. For the purpose
of determining any particular amount of Indebtedness under this definition,
guarantees of (or obligations with respect to letters of credit or financial
bonds supporting) Indebtedness otherwise included in the determination of such
amount shall also not be included.

            "Indenture" or "this Indenture" means 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
established as contemplated by Section 301.

            "Independent", when used with respect to any specified Person, means
such a Person who (a) is in fact

<PAGE>
                                                                               6


independent, (b) does not have any direct financial interest or any material
indirect financial interest in the Company or in any other obligor upon the
Securities, if any or in any Affiliate of the Company or of such other obligor,
if any, and (c) is not at the relevant time connected with the Company or such
other obligor, if any, or any Affiliate of the Company or of such other obligor,
if any, as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions. Whenever it is herein provided
that any Independent Person's opinion or certificate shall be furnished to the
Trustee, such Person shall be appointed by a Company Order and approved by the
Trustee in the exercise of reasonable care, and such opinion or certificate
shall state that the signer has read this definition and that the signer is
Independent within the meaning hereof.

            "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.

            "Interest Payment Date", when used with respect to any series of
Securities, means the Stated Maturity of any installment of interest on those
Securities.

            "Judgment Currency" has the meaning specified in Section 116.

            "Lien" means any mortgage, pledge, lien, security interest, charge
or other encumbrance (including any conditional sale or other title retention
agreement or lease in the nature thereof other than a title retention agreement
in connection with the purchase of goods in the ordinary course of business).

            "Luxembourg Paying Agent" shall mean, initially, DEXIA Banque
Internationale a Luxembourg S.A., a Luxembourg banking corporation, or any
successor, in case any Securities issued under this Indenture are listed on the
Luxembourg Stock Exchange.

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

            "Officers' Certificate" means a certificate signed by any two of the
following: the Chairman of the Board, the Vice Chairman of the Board, the
President or a Vice

<PAGE>
                                                                               7


President, the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company, its
principal financial officer, its principal accounting officer or any other
officer, employee or agent of the Company duly authorized by a Board Resolution
and delivered to the Trustee. Wherever this Indenture requires that an Officers'
Certificate be signed also by an engineer or an accountant or other expert, such
engineer, accountant or other expert (except as otherwise expressly provided in
this Indenture) may be in the employ of the Company, and shall be acceptable to
the Trustee, whose acceptance shall not be unreasonably withheld.

            "OID" has the meaning specified in Section 301.

            "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of or
of counsel to the Company. Such counsel shall be acceptable to the Trustee,
whose acceptance shall not be unreasonably withheld.

            "Order" means a written order signed in the name of the Company by
any two of the following: its Chairman of the Board, Vice Chairman of the Board,
President or a Vice President, its Treasurer, Assistant Treasurer, its
Controller, Assistant Controller, its Secretary or Assistant Secretary, its
principal financial officer, its principal accounting officer or any other
officer, employee or agent of the Company duly authorized by a Board Resolution
and delivered to the Trustee.

            "Original Issue Discount Security" means (a) 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, and (b) any
other Security deemed an Original Issue Discount Security for United States
federal income tax purposes.

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

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

            (b) such Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent in trust for the Holders of such Securities;

<PAGE>
                                                                               8


      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; and

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

In determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of any Original
Issue Discount Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that would be due and payable as of the date of
the taking of such action upon a declaration of acceleration of the Maturity
thereof and (ii) Securities owned by the Company or any other obligor upon the
Securities, if any, or any Affiliate of the Company or of such other obligor, if
any, shall be disregarded and deemed not to be Outstanding. In determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee knows to be owned by the Company or any other
obligor upon the Securities, if any, or any Affiliate of the Company or such
other obligor, if any, shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right to act as
owner 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.

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

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

<PAGE>
                                                                               9


            "Place of Payment" means, with respect to any series of Securities
issued hereunder, the city or political subdivision so designated with respect
to the series of Securities in question in accordance with the provisions of
Section 301, which if not so designated shall be The City of New York.

            "Predecessor Securities" 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 lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

            "Property" means any of the properties or assets, tangible or
intangible owned by the Company or by any Subsidiary, whether at the date of
this Indenture or thereafter acquired.

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

            "Redemption Price", when used with respect to any Security to be
redeemed, means the price specified in such Security or pursuant to this
Indenture at which it is to be redeemed pursuant to this Indenture or, if not so
specified, at 100% of the principal amount thereof.

            "Regular Record Date" for the interest payable on any Security on
any Interest Payment Date means the date specified in such Security or pursuant
to this Indenture as the Regular Record Date, irrespective of whether such date
is a Business Day.

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

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

            "Republic" means the Republic of Chile.

<PAGE>
                                                                              10


            "Request" means a written request signed in the name of the Company
by any two of the following: its Chairman of the Board, Vice Chairman of the
Board, President or a Vice President, its Treasurer, Assistant Treasurer, its
Controller, Assistant Controller, its Secretary or Assistant Secretary, its
principal financial officer, its principal accounting officer or any other
officer, employee or agent of the Company duly authorized by a Board Resolution
and delivered to the Trustee.

            "Required Currency" has the meaning specified in Section 116.

            "Responsible Officer" means any officer assigned to the Corporate
Trust Office, such as any managing director, principal, vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

            "Sale and Leaseback Transaction" means any transaction or series of
related transactions pursuant to which the Company or any Subsidiary sells or
transfers any property to any Person with the intention of taking back a lease
of such property pursuant to which the rental payments are calculated to
amortize the purchase price of such property substantially over the useful life
thereof and such property is in fact so leased.

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

            "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case may
be, of any series authenticated and delivered from time to time under this
Indenture, including any Exchange Securities.

            "Security Register" shall have the meaning specified in Section 305.

            "Security Registrar" means the Person who keeps the Security
Register specified in Section 305.

            "Securityholder" means a Person in whose name a Security is
registered in the Security Register.

<PAGE>
                                                                              11


            "Significant Subsidiary" means any Subsidiary which would be a
"significant subsidiary" within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission as in effect on the date of the Indenture,
assuming the Company is the registrant referred to in such definition.

            "Special Record Date" for the payment of any Defaulted Interest (as
defined in Section 307) means a date fixed by the Trustee pursuant to Section
307.

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

            "Subsidiary" means any corporation or other business entity of which
the Company owns or controls (either directly or through one or more other
Subsidiaries) more than 50% of the issued share capital or other ownership
interests, in each case having ordinary voting power to elect or appoint
directors, managers or trustees of such corporation or other business entity
(whether or not capital stock or other ownership interests or any other class or
classes shall or might have voting power upon the occurrence of any
contingency).

            "Taxes" has the meaning specified in Section 308.

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

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

            "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is

<PAGE>
                                                                              12


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 or any other Person, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any obligation or a specific
payment of principal of or interest on any such obligation held by such
custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian shall not be authorized to make
any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the obligation or the
specific payment of principal of or interest on the obligation evidenced by such
depository receipt.

            "Vice President", when used with respect to the Company 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", including an
assistant vice president.

            Section 102. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of counsel providing such
Opinion 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 by or on
behalf of the Company with a condition or covenant provided for in this
Indenture (except for the written statement required by Section 1004) shall
include

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

            (b) a brief statement as to the nature and scope of the examination
      or investigation upon which the

<PAGE>
                                                                              13


      statements or opinions contained in such certificate or opinion are based;

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

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

            Section 103. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to the other matters, and any such Person may certify or give an opinion as
to such matters in one or several documents.

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon 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 Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless counsel providing
such Opinion of 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 Securityholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be

<PAGE>
                                                                              14


given or taken by Securityholders or Securityholders of any series may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Securityholders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly required, to the Company. If any
Securities are denominated in coin or currency other than that of the United
States, then for the purposes of determining whether the Holders of the
requisite principal amount of Securities have taken any action as herein
described, the principal amount of such Securities shall be deemed to be that
amount of United States dollars that could be obtained for such principal amount
on the basis of the spot rate of exchange into United States dollars for the
currency in which such Securities are denominated (as evidenced to the Trustee
by an Officers' Certificate) as of the date the taking of such action by the
Holders of such requisite principal amount is evidenced to the Trustee as
provided in the immediately preceding sentence. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Securityholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

            (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 to such
execution or by the certificate of any 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 an officer of a corporation or a member of a partnership, on
behalf of such corporation or partnership, 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.

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

            (d) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its

<PAGE>
                                                                              15


option, by 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 action, but the Company shall have no
obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Holders of record at the close of
business on the record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Securities
Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Securities Outstanding shall be computed as of the record date;
provided that no such authorization, agreement or consent by the Holders on the
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

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

            (f) Without limiting the foregoing, a Holder entitled hereunder to
give or take any such action with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.

            Section 105. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of
Securityholders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

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

            (b) the Company by the Trustee or by any Securityholder shall be
      sufficient for every purpose hereunder (except as otherwise expressly
      provided

<PAGE>
                                                                              16


      herein or, in the case of a request for repayment, as specified in the
      Security carrying the right to repayment) if in writing and mailed by
      courier to the Company addressed to it at the address of its principal
      office specified in the first paragraph of this instrument or at any other
      address previously furnished in writing to the Trustee by the Company.

            Section 106. Notices to Securityholders; Waiver. Where this
Indenture or any Security provides for notice to Securityholders of any event,
such notice shall be sufficiently given (unless otherwise herein or in such
Security expressly provided) if in writing and mailed, first-class postage
prepaid, to each Securityholder affected by such event, at its address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Securityholders is given by mail, neither the inadvertent
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Securityholder shall affect the sufficiency of such notice with
respect to other Securityholders. Where this Indenture or any Security 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
Securityholders 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.

            In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be
given pursuant to any provision of this Indenture, then any method of
notification as shall be satisfactory to the Trustee and the Company shall be
deemed to be a sufficient giving of such notice.

            Section 107. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with the duties imposed by any of Sections
310 to 317, inclusive, of the Trust Indenture Act through the operation of
Section 318(c) thereof, such imposed duties shall control.

            Section 108. 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.

<PAGE>
                                                                              17


            Section 109. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

            Section 110. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            Section 111. Benefits of Indenture. Nothing in this Indenture or in
any Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any Authenticating Agent, any
Paying Agent, the Security Registrar and the Securityholders (or such of them as
may be affected thereby), any benefit or any legal or equitable right, remedy or
claim under this Indenture.

            Section 112. Governing Law. This Indenture shall be construed in
accordance with and governed by the laws of the State of New York without giving
effect to applicable principles of conflict of laws. This Indenture may be
subject to the provisions of the Trust Indenture Act that are required to be
part of this Indenture and will, to the extent applicable, be governed by such
provisions.

            Section 113. Consent to Jurisdiction and Service of Process. (a) The
Company irrevocably consents to the nonexclusive jurisdiction of any court of
the State of New York or any United States federal court sitting, in each case,
in the Borough of Manhattan, The City of New York, New York, United States of
America, and any appellate court from any thereof, and waives any immunity from
the jurisdiction of such courts over any suit, action or proceeding that may be
brought in connection with this Indenture or the Securities. The Company
irrevocably waives, to the fullest extent permitted by law, any objection to any
suit, action or proceeding that may be brought in connection with this Indenture
or the Securities in such courts whether on the grounds of venue, residence or
domicile or on the ground that any such suit, action or proceeding has been
brought in an inconvenient forum. The Company agrees that final judgment in any
such suit, action or proceeding brought in such court shall be conclusive and
binding upon the Company and may be enforced in any court to the jurisdiction of
which the Company is subject by a suit upon such judgment; provided that service
of process is effected upon the Company in the manner provided by this
Indenture. Notwithstanding the foregoing, any suit, action

<PAGE>
                                                                              18


or proceeding brought in connection with this Indenture or the Securities
against the Company may be instituted in any competent court in the Republic.

            (b) The Company agrees that service of all writs, process and
summonses in any suit, action or proceeding brought in connection with this
Indenture or the Securities against the Company in any court of the State of New
York or any United States federal court sitting, in each case, in the Borough of
Manhattan, The City of New York, may be made upon CT Corporation System at 111
Eighth Avenue, New York, New York 10011, whom the Company irrevocably appoints
as its authorized agent for service of process. The Company represents and
warrants that CT Corporation System has agreed to act as the Company's agent for
service of process. The Company agrees that such appointment shall be
irrevocable so long as any of the Securities remain outstanding or until the
irrevocable appointment by the Company of a successor in The City of New York as
its authorized agent for such purpose and the acceptance of such appointment by
such successor. The Company further agrees to take any and all action, including
the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid. If CT
Corporation System shall cease to act as the agent for service of process for
the Company, the Company shall appoint without delay another such agent and
provide prompt written notice to the Trustee of such appointment. With respect
to any such action in any court of the State of New York or any United States
federal court, in each case, in the Borough of Manhattan, The City of New York,
service of process upon CT Corporation System, as the authorized agent of the
Company for service of process, and written notice of such service to the
Company shall be deemed, in every respect, effective service of process upon the
Company.

            (c) Nothing in this Section shall affect the right of any party to
serve legal process in any other manner permitted by law or affect the right of
any party to bring any action or proceeding against any other party or its
property in the courts of other jurisdictions.

            Section 114. Waiver of Immunity. To the extent that the Company or
any of its properties, assets or revenues may have or may hereafter become
entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the
giving of any relief in any thereof, from setoff or counterclaim, from the
jurisdiction of any court, from service of process, from attachment upon or

<PAGE>
                                                                              19


prior to judgment, from attachment in aid of execution of judgment, or from
execution of judgment, or from other legal process or proceeding for the giving
of any relief or for the enforcement of any judgment, in any jurisdiction in
which the proceedings may at any time be commenced, with respect to its
obligations, liabilities or any other matter under or arising out of or in
connection with this Indenture or the Securities, the Company, to the fullest
extent permitted by law, hereby irrevocably and unconditionally waives, and
agrees not to plead or claim any such immunity, and consents to such relief and
enforcement.

            Section 115. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then 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, Redemption Date or Stated
Maturity, and no interest shall accrue on such payment for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

            Section 116. Judgment Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, on the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which, in accordance with normal banking procedures, the
Trustee could purchase the Required Currency with the Judgment Currency and (b)
its obligations under this Indenture to make payments in the Required Currency
(i) shall not be discharged or satisfied by any tender, or any recovery pursuant
to any judgment (whether or not entered in accordance with subsection (a)), in
any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the full
amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture.

<PAGE>
                                                                              20


            Section 117. Counterparts. This instrument 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 instrument.

                                   ARTICLE TWO

                                 Security Forms

            Section 201. Forms Generally. The Securities shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with applicable laws
or regulations or with the rules of any securities exchange, or as may,
consistently herewith, be determined by the person or persons executing such
Securities, as evidenced by their execution of the Securities. 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.

            The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods on steel engraved borders or may
be produced in any other manner, all as determined by the officers executing
such Securities, as evidenced by their execution of such Securities, subject,
with respect to the Securities of any series, to the rules of any securities
exchange on which such Securities are listed.

            Section 202. Forms of Securities. Provisions relating to the
Securities, if any, of each series and the Exchange Securities, if any, are set
forth in Appendix A, which is hereby incorporated in and expressly made part of
this Indenture. Each Security shall be in the form of Exhibit A-1 or Exhibit A-2
hereto or in one of the forms approved from time to time by or pursuant to a
Board Resolution or established in one or more indentures supplemental hereto.
Prior to the delivery of a Security to the Trustee for authentication in any
form approved by or pursuant to a Board Resolution, the Company shall deliver to
the Trustee the Board Resolution by or pursuant to which such form of Security
has been approved, which Board Resolution shall have attached thereto a true and
correct copy of the form of Security which has been approved thereby or, if a
Board Resolution authorizes a specific person or persons to approve a form of
Security, a certificate of such

<PAGE>
                                                                              21


person or persons approving the form of Security attached thereto. Any form of
Security approved by or pursuant to a Board Resolution must be acceptable as to
form to the Trustee, such acceptance to be evidenced by the Trustee's
authentication of Securities in that form or a certificate signed by a
Responsible Officer of the Trustee and delivered to the Company.

            Section 203. Form of Trustee's Certificate of Authentication. The
form of Trustee's Certificate of Authentication for any Security issued pursuant
to this Indenture shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                              Bankers Trust Company, as Trustee,


                                              By:________________________
                                                 Authorized Signatory

            Section 204. Securities Issuable in the Form of a Global Security.
(a) If the Company shall establish pursuant to Sections 202 and 301 that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee or its agent shall, in accordance with Section 303 and the Company
Request delivered to the Trustee or its agent thereunder, authenticate and
deliver such Global Security or Securities which (i) shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, the
Outstanding Securities of such series to be represented by such Global Security
or Securities or such portion thereof as the Company shall specify in a Company
Request, (ii) shall be registered in the name of the Depositary for such Global
Security or Securities or its nominee, (iii) shall be delivered by the Trustee
or its agent to the Depositary or pursuant to the Depositary's instruction and
(iv) shall bear a Global Securities Legend (as defined in Appendix A).

            (b) Notwithstanding any other provisions of this Section 204 or of
Section 305, but subject to the provisions of paragraph (c) below and Appendix
A, unless the terms of a

<PAGE>
                                                                              22


Global Security expressly permit such Global Security to be exchanged in whole
or in part for individual Securities, a Global Security may be transferred, in
whole but not in part and in the manner provided in Section 305, only to a
nominee of the Depositary for such Global Security, to the Depositary, to a
successor Depositary for such Global Security selected or approved by the
Company or to a nominee of such successor Depositary.

            (c) (i) If at any time the Depositary for a Global Security notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time the Depositary for the Securities for such
series ceases to be a clearing agency registered under the Exchange Act or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such Global Security. If a successor Depositary for
such Global Security is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company
will execute, and the Trustee or its agent, upon receipt of a Company Request
for the authentication and delivery of individual Securities of such series in
exchange for such Global Security, will authenticate and deliver, individual
Securities of such series of like tenor and terms in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such
Global Security.

            (ii) The Company may at any time and in its sole discretion
determine that the Securities of any series or portion thereof issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of individual Securities of such series in exchange
in whole or in part for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of such Global
Security or Securities representing such series or portion thereof in exchange
for such Global Security or Securities.

            (iii) If an Event of Default under the Securities of any series has
occurred and is continuing and all principal of and premium, if any, and accrued
interest on such Securities shall have become immediately due and payable as
provided by Section 502 and the Trustee has been advised by counsel that in
connection with such Event of Default it is necessary or appropriate for the
Trustee or the Securityholders to obtain possession of such Securities,

<PAGE>
                                                                              23


the Trustee may, in the reasonable exercise of its discretion, determine that
the Securities of such series represented by Global Securities shall no longer
be represented by such Global Securities. In such event, the Company agrees to
execute and the Trustee will authenticate and deliver, in exchange for such
Global Securities, individual Securities of such series of like tenor and terms
in definitive form in an aggregate principal amount equal to the principal
amount of such Global Securities representing such series or portion thereof.

            (iv) If specified by the Company pursuant to Sections 202 and 301
with respect to Securities issued or issuable in the form of a Global Security
or as set forth in Appendix A, the Depositary for such Global Security may
surrender such Global Security in exchange in whole or in part for individual
Securities of such series of like tenor and terms in definitive form on such
terms as are acceptable to the Company and such Depositary. Thereupon the
Company shall execute, and the Trustee or its agent shall authenticate and
deliver, without service charge, (1) to each Person specified by such
Depositary, a new Security or Securities of the same series of like tenor and
terms and of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person's beneficial
interest in the Global Security; and (2) to such Depositary, a new Global
Security of the same series and of like tenor and terms and in an authorized
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Securities
delivered to the Holders thereof.

            (v) In any exchange provided for in any of the preceding four
paragraphs or in Appendix A, the Company will execute and the Trustee or its
agent will authenticate and deliver individual Securities in definitive
registered form in authorized denominations. Upon the exchange of the entire
principal amount of a Global Security for individual Securities, such Global
Security shall be cancelled by the Trustee or its agent. Except as provided in
the preceding paragraph or in Appendix A, Securities issued in exchange for a
Global Security pursuant to this Section (1) shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or the Security Registrar and (2) shall bear any
legend set forth on such Global Security (other than a legend relating to such
Global Security's status as a Global Security) or which the Company or the
Trustee believes is reasonably necessary

<PAGE>
                                                                              24


to comply with applicable Law. The Trustee or the Security Registrar shall
deliver such Securities to the Persons in whose names such Securities are so
registered.

                                  ARTICLE THREE

                                 The Securities

            Section 301. General Title; General Limitations; Issuable in Series;
Terms of Particular Series. The aggregate principal amount of Securities which
may be authenticated and delivered and Outstanding under this Indenture is not
limited.

            The Securities may be issued in one or more series up to an
aggregate principal amount of Securities as from time to time may be authorized
by the Board of Directors. All Securities of each series under this Indenture
shall in all respects be equally and ratably entitled to the benefits hereof
with respect to such series without preference, priority or distinction on
account of the actual time of the authentication and delivery or Stated Maturity
of the Securities of such series.

            Each series of Securities shall be created either by or pursuant to
a Board Resolution or by or pursuant to an indenture supplemental hereto. The
Securities of each such series may bear such date or dates, be payable at such
place or places, have such Stated Maturity or Maturities, be issuable at such
premium over or discount from their face value, bear interest at such rate or
rates (which may be fixed or floating), from such date or dates, payable in such
installments and on such dates and at such place or places to the Holders of
Securities registered as such on the related Regular Record Dates, or may bear
no interest, and may be redeemable or repayable at such Redemption Price or
Prices or Repayment Price or Prices, as the case may be, whether at the option
of the Holder or otherwise, and upon such terms, all as shall be provided for in
or pursuant to the Board Resolution or in or pursuant to the supplemental
indenture creating that series; provided, however, that any Securities issued
with original issue discount ("OID") for Federal income tax purposes shall not
be issued as part of the same series of any Securities that are issued with a
different amount of OID or are not issued with OID. There may also be
established in or pursuant to a Board Resolution

<PAGE>
                                                                              25


or in or pursuant to a supplemental indenture prior to the issuance of
Securities of each such series, provision for:

            (1) the exchange or conversion of the Securities of that series, at
      the option of the Holders thereof, for or into new Securities of a
      different series or other securities or other property, including shares
      of capital stock of the Company or any subsidiary of the Company or
      securities directly or indirectly convertible into or exchangeable for any
      such shares;

            (2) a sinking or purchase fund or other analogous obligation;

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

            (4) if the principal of (and premium, if any) or interest, if any,
      on the Securities of such series are to be payable, at the election of the
      Company or a holder thereof, in a currency or currencies or units based on
      or related to currencies (including European Currency Units) other than
      that in which the Securities are stated to be payable, the period or
      periods within which, and the terms and conditions upon which, such
      election may be made;

            (5) if the amount of payments of principal of (and premium, if any)
      or interest, if any, on the Securities of such series may be determined
      with reference to an index based on (i) a currency or currencies or units
      based on or related to currencies (including European Currency Units)
      other than that in which the Securities are stated to be payable, (ii)
      changes in the price of one or more other securities or groups or indexes
      of securities or (iii) changes in the prices of one or more commodities or
      groups or indexes of commodities, or any combination of the foregoing, the
      manner in which such amounts shall be determined;

            (6) if the aggregate principal amount of the Securities of that
      series is to be limited, such limitations;

            (7) the exchange of Securities of that series, at the option of the
      Holders thereof, for other Securities of the same series of the same
      aggregate principal

<PAGE>
                                                                              26


      amount of a different authorized kind or different authorized denomination
      or denominations, or both;

            (8) the appointment by the Trustee of an Authenticating Agent in one
      or more places other than the location of the office of the Trustee with
      power to act on behalf of the Trustee and subject to its direction in the
      authentication and delivery of the Securities of any one or more series in
      connection with such transactions as shall be specified in the provisions
      of this Indenture or in or pursuant to the Board Resolution or the
      supplemental indenture creating such series;

            (9) the portion of the principal amount of Securities of the series,
      if other than the total principal amount thereof, which shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 502 or provable in bankruptcy pursuant to Section 504;

            (10) any Event of Default with respect to the Securities of such
      series, if not set forth herein and any additions, deletions or other
      changes to the Events of Default set forth herein that shall be applicable
      to the Securities of such series (including a provision making any Event
      of Default set forth herein inapplicable to the Securities of that
      series);

            (11) any covenant solely for the benefit of the Securities of such
      series and any additions, deletions or other changes to the provisions of
      Article Ten or any definitions relating to such Article that shall be
      applicable to the Securities of such series (including a provision making
      any Section of such Article inapplicable to the Securities of such
      series);

            (12) the applicability of Article Twelve of this Indenture to the
      Securities of such series;

            (13) if the Securities of the series shall be issued in whole or in
      part in the form of a Global Security or Global Securities, the terms and
      conditions, if any, upon which such Global Security or Global Securities
      may be exchanged in whole or in part for other individual Securities; and
      the Depositary for such Global Security or Global Securities (if other
      than the Depositary specified in Section 101 hereof);

            (14) the subordination of the Securities of such series to any other
      indebtedness of the Company, including the Securities of any other series;

<PAGE>
                                                                              27


            (15) whether such Securities shall be issued as part of a new or
      existing series of Securities and the title of such Securities (which
      shall distinguish the Securities of the series from Securities of another
      series);

            (16) if applicable, that such Securities shall not be issued in the
      form of Securities set forth in Exhibit A-1 that are subject to Appendix
      A, but shall be issued in the form of Exchange Securities as set forth in
      Exhibit A-2; and

            (17) any other terms of the series, which shall not be inconsistent
      with the provisions of this Indenture,

all upon such terms as may be determined in or pursuant to a Board Resolution or
in or pursuant to a supplemental indenture with respect to such series. All
Securities of the same series shall be substantially identical in tenor and
effect, except as to denomination.

            The form of the Securities of each series shall be established
pursuant to the provisions of this Indenture in or pursuant to the Board
Resolution or in or pursuant to the supplemental indenture creating such series.
The Securities of each series shall be distinguished from the Securities of each
other series in such manner, reasonably satisfactory to the Trustee, as the
Board of Directors may determine.

            Unless otherwise provided with respect to Securities of a particular
series, the Securities of any series may only be issuable in registered form,
without coupons.

            Any terms or provisions in respect of the Securities of any series
issued under this Indenture may be determined pursuant to this Section by
providing in a Board Resolution or supplemental indenture for the method by
which such terms or provisions shall be determined.

            Section 302. Denominations. The Securities of each series shall be
issuable in such denominations and currency as shall be provided in the
provisions of this Indenture or in or pursuant to the Board Resolution or the
supplemental indenture creating such series. In the absence of any such
provisions with respect to the Securities of any series, the Securities of that
series shall be issuable only in U.S. dollars in fully registered form without
coupons in denominations of $1,000 and any integral multiple thereof.

            Section 303. Execution, Authentication and Delivery and Dating. The
Securities shall be executed on

<PAGE>
                                                                              28


behalf of the Company by any two of the following: its Chairman of the Board,
its Vice Chairman of the Board, its President, one of its Vice Presidents, its
Treasurer, its Secretary or one of its Assistant Secretaries, its principal
financial officer, its principal accounting officer or any other officer,
employee or agent of the Company duly authorized by or pursuant to a Board
Resolution to execute the Securities. The signature of any of these officers,
employees or agents on the Securities may be manual or facsimile.

            Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers, employees or agents 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.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication; and the Trustee shall, upon Company Order,
authenticate and deliver such Securities as provided in this Indenture and not
otherwise.

            Prior to any such authentication and delivery, the Trustee shall be
entitled to receive, in addition to any Officers' Certificate and Opinion of
Counsel required to be furnished to the Trustee pursuant to Section 102, and the
Board Resolution and any certificate relating to the issuance of the series of
Securities required to be furnished pursuant to Section 202, an Opinion of
Counsel stating that:

            (1) the Company has the corporate power to issue such Securities,
      and such Securities have been duly authorized, executed and delivered by
      the Company, and, assuming due authentication and delivery by the Trustee,
      constitute legal, valid and binding obligations of the Company enforceable
      in accordance with their terms (subject to applicable bankruptcy,
      reorganization, insolvency, moratorium or other laws and legal principles
      affecting creditors' rights generally from time to time in effect and to
      general equitable principles, whether applied in an action at law or in
      equity) and entitled to the benefits of this Indenture, equally and
      ratably with all other Securities, if any, of such series Outstanding;

<PAGE>
                                                                              29


            (2) the Indenture is qualified under the Trust Indenture Act or the
      Indenture is not required to be so qualified; and

            (3) such other matters as the Trustee may reasonably request;

and, if the authentication and delivery relates to a new series of Securities
created by an indenture supplemental hereto, also stating that all laws and
requirements with respect to the form and execution by the Company of the
supplemental indenture with respect to that series of Securities have been
complied with, the Company has corporate power to execute and deliver any such
supplemental indenture and has taken all necessary corporate action for those
purposes and any such supplemental indenture has been executed and delivered and
constitutes the legal, valid and binding obligation of the Company enforceable
in accordance with its terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws and legal principles affecting creditors'
rights generally from time to time in effect and to general equitable
principles, whether applied in an action at law or in equity).

            The Trustee shall not be required to authenticate such Securities if
the issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture.

            Unless otherwise provided in the form of Security for any series,
all Securities shall be dated the date of their authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
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.

            Section 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and, upon receipt
of the documents required by Section 303, together with a 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 with such appropriate

<PAGE>
                                                                              30


insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities
may be in global form.

            If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or
agency of the Company in a Place of Payment, without charge to the Holder; and
upon surrender for cancellation of any one or more temporary Securities the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of such series of
authorized denominations and of like tenor and terms. Until so exchanged the
temporary Securities of such series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

            Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Securities represented thereby
pursuant to this Section 304 or Section 305, the temporary Global Security shall
be endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount so exchanged and
endorsed.

            Section 305. Registration, Transfer and Exchange. The Company shall
keep or cause to be kept a register (herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities, or of
Securities of a particular series, and for transfers of Securities or of
Securities of such series. Any such register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. At all reasonable times the information contained in such register or
registers shall be available for inspection by the Trustee at the office or
agency to be maintained by the Company as provided in Section 1002.

            Subject to Section 204, upon surrender for transfer of any Security
of any series at the office or agency of the Company in a Place of Payment for
that series, the Company shall execute and the Trustee shall authenticate

<PAGE>
                                                                              31


and deliver, in the name of the designated transferee or transferees, one or
more new Securities of such series of any authorized denominations, of a like
aggregate principal amount and Stated Maturity and of like tenor and terms.

            Subject to Section 204, at the option of the Holder, Securities of
any series may be exchanged for other Securities of such series of any
authorized denominations, of a like aggregate principal amount and Stated
Maturity and of like tenor and terms, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute and the Trustee shall authenticate and
deliver, the Securities which the Securityholder making the exchange is entitled
to receive.

            All Securities issued upon any 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 transfer or exchange.

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

            Unless otherwise provided in the Security to be transferred or
exchanged, no service charge shall be made on any Securityholder for any
transfer or exchange of Securities, but the Company may (unless otherwise
provided in such Security) require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Securities, other than exchanges pursuant to Section 304 or 906
not involving any transfer.

            The Company shall not be required (i) to issue, transfer or exchange
any Security of any series during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities of
such series selected for redemption under Section 1103 and ending at the close
of business on the date of such mailing, (ii) to transfer or exchange any
Security so selected for redemption in whole or in part, except for the portion
of such Security not so selected for redemption or (iii) to transfer or exchange
any Security between any Regular Record Date and the related Interest Payment
Date.

<PAGE>
                                                                              32


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

            The Company initially appoints the Trustee to act as Security
Registrar for the Securities on its behalf. The Company may at any time and from
time to time authorize any Person to act as Security Registrar in place of the
Trustee with respect to any series of Securities issued under this Indenture.

            Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If
(i) any mutilated Security is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Security, and (ii) there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
has been acquired by a bona fide purchaser, the Company shall execute and upon
its request the Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Security, a new Security
of like tenor, series, Stated Maturity and principal amount, and bearing a
number not contemporaneously Outstanding.

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

            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 issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder.

<PAGE>
                                                                              33


            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.

            Section 307. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided with respect to such Security pursuant to Section 301,
interest on any 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.

            Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of its having
been such a registered Holder; and, except as hereinafter provided, such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (a) or clause (b) below:

            (a) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names any such Securities (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 such 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 nor less than 10 days
      prior to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The
      Trustee shall promptly notify the 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

<PAGE>
                                                                              34


      the Holder of each such Security at its address as it appears in the
      Security Register, not less than 10 days prior to such Special Record
      Date. Notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor having been so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names such Securities (or
      their respective Predecessor Securities) are registered on such Special
      Record Date and shall no longer be payable pursuant to the following
      clause (b).

            (b) The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which such 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.

            If any installment of interest, the Stated Maturity of which is on
or prior to the Redemption Date for any Security called for redemption pursuant
to Article Eleven, is not paid or duly provided for on or prior to the
Redemption Date in accordance with the foregoing provisions of this Section,
such interest shall be payable as part of the Redemption Price of such
Securities.

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

            Section 308. Taxation. (a) All payments of or in respect of
principal, interest and premium, if any, on each Security and all payments to
the Trustee under Section 607 shall be made free and clear of, and without
withholding or deduction for or on account of, any present or future taxes,
penalties, fines, duties, assessments or other governmental charges (or interest
on any of the foregoing) of whatsoever nature (collectively, "Taxes") imposed,
levied, collected, withheld or assessed by, within or on behalf of the Republic
or any political subdivision or governmental authority thereof or therein having
power to tax, unless such withholding or deduction is required by law. In that
event, the Company shall pay such additional amounts ("Additional Amounts") as
may be necessary to ensure that the amounts received by the Holders of such
Securities or the Trustee, as the case may be, after such withholding or
deduction shall equal the respective amounts of

<PAGE>
                                                                              35


principal, interest and premium, if any, that would have been receivable in
respect of such Security in the case of the Holders, or pursuant to Section 607,
in the case of the Trustee, in the absence of such withholding or deduction,
except that no such Additional Amounts shall be payable in respect of any
Security (i) in the case of payments for which presentation of a Security is
required, presentment for payment more than 30 days after the later of (x) the
date on which such payment first became due and (y) if the full amount payable
has not been received in the Place of Payment by the Trustee on or prior to such
due date, the date on which, the full amount having been so received, notice to
that effect shall have been given to the Securityholder by the Trustee, except
to the extent that the Securityholder would have been entitled to such
Additional Amounts on presenting such Security for payment on the last day of
the applicable 30-day period; (ii) held by or on behalf of a Securityholder who
is liable for taxes, penalties, fines, duties, assessments or other governmental
charges in respect of such Security by reason of having some present or former,
direct or indirect, connection with the Republic (or any political subdivision
or governmental authority thereof or therein), respectively, other than the mere
holding of such Security or the receipt of principal, interest or premium, if
any, in respect thereof; or (iii) any combination of (i) and (ii). All
references in this Indenture to principal, interest, premium and other amounts
payable hereunder shall be deemed to include references to any Additional
Amounts payable under this Section with respect to such principal, interest,
premium or other amounts.

            (b) The Company shall promptly pay when due any present or future
stamp, court or documentary taxes or any other excise or property taxes, charges
or similar levies that arise in any jurisdiction from the execution, delivery,
enforcement or registration of each Security or any other document or instrument
referred to herein or therein, excluding any such taxes, charges or similar
levies imposed by any jurisdiction outside of the Republic and except as
provided in Section 305. The Company shall indemnify and make whole the holders
of Securities for any present or future stamp, court or documentary taxes or any
other excise or property taxes, charges or similar levies payable by the Company
as provided in this clause (b) paid by such holders.

            (c) At least 10 Business Days prior to the first Interest Payment
Date for the Securities of each series, and, if there has been any change with
respect to the matters set forth in the below-mentioned certificate, at least 10
Business Days prior to each Interest Payment Date for the Securities of such
series, the Company shall furnish

<PAGE>
                                                                              36


to the Trustee an Officers' Certificate instructing the Trustee as to any
circumstances in which payments of principal of, premium, if any, or interest on
any Securities of such series (including Additional Amounts) due on such date
shall be subject to deduction or withholding for or on account of any taxes and
the rate of any such deduction or withholding. The Company covenants to
indemnify the Trustee and any other Paying Agents for, and to hold each harmless
against, any loss, liability or expense reasonably incurred without gross
negligence, bad faith or wilful misconduct on their part, arising out of or in
connection with actions taken or not taken by any of them in reliance on any
certificate furnished to them pursuant to this paragraph or the failure to
furnish any such certificate. The obligations of the Company under the preceding
sentence shall survive payment of all the Securities of such series, the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee, the Registrar or any Paying Agent. Any certificate required by this
Section to be provided to the Trustee and any other Paying Agent shall be deemed
to be duly provided if telecopied to the Trustee and such other Paying Agent.
Upon request, the Company shall provide the Trustee with documentation
reasonably satisfactory to the Trustee evidencing the payment of taxes in
respect of which the Company has paid any Additional Amounts. Copies of such
documentation shall be made available by the Trustee to the Holders or the other
Paying Agents, as applicable, upon request therefor.

            Section 309. Persons Deemed Owners. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name any
Security is registered in the Security Register as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any), and
(subject to Section 307) interest on, such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and none of the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

            Section 310. Cancellation. All Securities surrendered for payment,
redemption, transfer, conversion or exchange or credit against a sinking fund,
if any, shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and, if not already cancelled, shall be promptly cancelled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. No Security shall be authenticated
in lieu of or in exchange for any Securities

<PAGE>
                                                                              37


cancelled as provided in this Section, except as expressly permitted by this
Indenture. The Trustee shall dispose of all cancelled Securities in accordance
with its customary procedures and shall deliver a certificate of such
disposition to the Company; provided, however, that the Trustee shall not be
required to destroy such cancelled Securities.

            Section 311. Computation of Interest. Unless otherwise provided as
contemplated in Section 301, interest on the Securities of each series shall be
calculated on the basis of a 360-day year of twelve 30-day months.

            Section 312. Medium-Term Securities. Notwithstanding any contrary
provision herein, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary for the Company to deliver to the Trustee
an Officers' Certificate, Board Resolution, supplemental indenture, Opinion of
Counsel or Company Request otherwise required pursuant to Sections 202, 301 and
303 at or prior to the time of authentication of each Security of such series if
such documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first Security of such series to be
issued; provided that any subsequent request by the Company to the Trustee to
authenticate Securities of such series upon original issuance shall constitute a
representation and warranty by the Company that as of the date of such request,
the statements made in the Officers' Certificate delivered pursuant to Section
102 shall be true and correct as if made on such date.

            An Officers' Certificate, supplemental indenture or Board Resolution
delivered by the Company to the Trustee in the circumstances set forth in the
preceding paragraph may provide that Securities which are the subject thereof
will be authenticated and delivered by the Trustee or its agent on original
issue from time to time upon the written order of persons designated in such
Officers' Certificate, Board Resolution or supplemental indenture (any such
telephonic instructions to be confirmed promptly in writing by such persons) and
that such persons are authorized to determine, consistent with such Officers'
Certificate, supplemental indenture or Board Resolution, such terms and
conditions of said Securities as are specified in such Officers' Certificate,
supplemental indenture or Board Resolution.

<PAGE>
                                                                              38


                                  ARTICLE FOUR

                           Satisfaction and Discharge

            Section 401. Satisfaction and Discharge of Indenture. This Indenture
shall, upon a Company Order, cease to be of further effect with respect to any
series of Securities (except as to any surviving rights of conversion, transfer
or exchange of Securities of such series expressly provided for herein or in the
form of Security for such series), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

            (a) either

                  (1) all Securities of that series theretofore authenticated
            and delivered (other than (i) Securities of such series which have
            been destroyed, lost or stolen and which have been replaced or paid
            as provided in Section 306, and (ii) Securities of such series for
            whose payment money has theretofore been deposited in trust or
            segregated and held in trust by the Company and thereafter repaid to
            the Company or discharged from such trust, as provided in Section
            1003) have been delivered to the Trustee cancelled or for
            cancellation; or

                  (2) all such Securities of that series not theretofore
            delivered to the Trustee cancelled or for cancellation

                        (i) have become due and payable, or

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

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

      and the Company, in the case of (i), (ii) or (iii) above, has deposited or
      caused to be deposited with the Trustee as trust funds in trust for the
      purpose an amount sufficient to pay and discharge the entire indebtedness
      on such Securities not theretofore delivered to the Trustee cancelled or
      for cancellation, for principal (and premium, if any) and interest to the

<PAGE>
                                                                              39


      date of such deposit (in the case of Securities which have become due and
      payable), or to the Stated Maturity or Redemption Date, as the case may
      be;

            (b) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company with respect to the Securities of such series;

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

            (d) the Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that payment of amounts deposited in trust with the
      Trustee as provided in clause (a) hereof will not be subject to future
      taxes, duties, fines, penalties, assessments or other governmental charges
      imposed, levied, collected, withheld or assessed by, within or on behalf
      of the Republic or any political subdivision or governmental authority of
      either or in either having power to tax, except to the extent that
      Additional Amounts in respect thereof shall have been deposited in trust
      with the Trustee as provided in clause (a) hereof.

Notwithstanding the satisfaction and discharge of this Indenture with respect to
any series of Securities, the obligations of the Company to the Trustee with
respect to that series under Section 607 shall survive and the obligations of
the Trustee under Sections 402 and 1003 shall survive.

            Section 402. Application of Trust Money. All money and obligations
deposited with the Trustee pursuant to Section 401 or Article Twelve and all
money received by the Trustee in respect of such obligations shall be held in
trust and applied by it, in accordance with the provisions of the series of
Securities in respect of which it was deposited and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money and obligations have been deposited with or received by the
Trustee; but such money and obligations need not be segregated from other funds
except to the extent required by law.

<PAGE>
                                                                              40


                                  ARTICLE FIVE

                                    Remedies

            Section 501. Events of Default. "Event of Default", wherever used
herein, means with respect to any series of Securities any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is either inapplicable
to a particular series (to the extent expressly provided in the form of Security
for such series) or it is specifically deleted or modified in the supplemental
indenture creating such series of Securities or in the form of Security for such
series:

            (1) default in the payment of any principal of the Securities of
      that series when due and payable, whether at Maturity, upon redemption or
      otherwise; or

            (2) default in the payment of any interest or any Additional Amounts
      when due and payable on any Security of that series and the continuance of
      such default for a period of 30 days; or

            (3) default in the performance or observance of any other term,
      covenant, warranty or obligation of the Company in the Securities of such
      series or this Indenture, not otherwise expressly included as an Event of
      Default in (1) or (2) above, and the continuance of such default for more
      than 60 days after there has been given, by registered or certified mail,
      to the Company by the Trustee or by Holders of at least 25% in aggregate
      principal amount of the Securities of that series then Outstanding, a
      written notice specifying such default or breach and requiring it to be
      remedied; or

            (4) a default by the Company or any Subsidiary under any
      Indebtedness of the Company or any Subsidiary which results in
      acceleration of the maturity of such Indebtedness, or the failure to pay
      any such Indebtedness at maturity, in an aggregate amount in excess of
      $15,000,000 or its foreign currency equivalent at the time; or

            (5) the entry of an order for relief against the Company or any
      Significant Subsidiary under any Bankruptcy Law by a court having
      jurisdiction in the premises or a decree or order by a court having

<PAGE>
                                                                              41


      jurisdiction in the premises adjudging the Company or any Significant
      Subsidiary a bankrupt or insolvent under any other applicable law, or the
      entry of a decree or order approving as properly filed a petition seeking
      reorganization, arrangement, adjustment or composition of or in respect of
      the Company or any Significant Subsidiary under any Bankruptcy Law, or
      appointing a receiver, liquidator, assignee, trustee, sequestrator (or
      other similar official under any Bankruptcy Law, including a "sindico") of
      the Company or any Significant Subsidiary 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 unstayed and in effect for
      a period of 60 consecutive days; or

            (6) the consent by the Company or any Significant Subsidiary to the
      institution of bankruptcy or insolvency proceedings against it, or the
      filing by it of a petition or answer or consent seeking reorganization or
      relief under any Bankruptcy Law, or the consent by it to the filing of any
      such petition or to the appointment of a custodian, receiver, liquidator,
      assignee, trustee, sequestrator (or other similar official under any
      Bankruptcy Law, including a "sindico") of the Company or any Significant
      Subsidiary or of any substantial part of its property, or the making by it
      of an assignment for the benefit of creditors, or the admission by it in
      writing of its inability to pay its debts generally as they become due, or
      the taking of corporate action by the Company or any Significant
      Subsidiary in furtherance of any such action; or

            (7) any other Event of Default provided in the supplemental
      indenture under which such series of Securities is issued or in the form
      of Security for such series.

            The term "Bankruptcy Law" as used in this Section means the Chilean
"Ley de Quiebras" (Law No. 18,175, as amended) or any other applicable law that
amends, supplements or supersedes the Ley de Quiebras and any applicable
bankruptcy, insolvency, reorganization or other similar law of any applicable
jurisdiction.

            Section 502. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default described in paragraph (1), (2), (3), (4) or, if applicable,
(7), of Section 501 occurs and is continuing with respect to the Securities of
any series, then and in each and every such case, unless the principal of all
the Securities of such

<PAGE>
                                                                              42


series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding hereunder (each such series acting as a separate
class), by notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal amount (or, if the Securities of such series
are Original Issue Discount Securities, such portion of the principal amount of
such Securities as may be specified in the terms thereof) of all the Securities
of such series then Outstanding and all accrued interest thereon to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities of such series contained to the contrary notwithstanding. If an Event
of Default described in paragraph (5) or (6) of Section 501 occurs and is
continuing, then and in each and every such case, the principal amount (or, if
any Securities are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms thereof) of the Securities
then Outstanding and all accrued interest thereon shall, without any notice to
the Company or any other act on the part of the Trustee or any Holder of the
Securities, become and be immediately due and payable, anything in this
Indenture or in the Securities contained to the contrary notwithstanding.

            At any time after such a declaration of acceleration has been made
with respect to the Securities of any series 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 aggregate principal amount of the
Outstanding Securities of such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

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

                  (A) all overdue installments of interest on the Outstanding
            Securities of such series;

                  (B) the principal of (and premium, if any, on) any Outstanding
            Securities of such series which have become due otherwise than by
            such declaration of acceleration, and interest thereon at the rate
            or rates prescribed therefor by the terms of the Securities of such
            series, to the extent that payment of such interest is lawful;

<PAGE>
                                                                              43


                  (C) interest upon overdue installments of interest at the rate
            or rates prescribed therefor by the terms of the Securities of such
            series, to the extent that payment of such interest is lawful; and

                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel and all other amounts due the
            Trustee under Section 607;

and

            (2) all Events of Default with respect to such series of Securities,
      other than the nonpayment of the principal of the Securities of such
      series which have become due solely by such acceleration, have been cured
      or waived as provided in Section 513.

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

            Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

            (a) default is made in the payment of any installment of interest on
      any Security of any series when such interest becomes due and payable; or

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

            (c) default is made in the payment of any sinking or purchase fund
      or analogous obligation when the same becomes due by the terms of the
      Securities of any series,

and any such default continues for any period of grace provided with respect to
the Securities of such series, the Company will, upon demand of the Trustee, pay
to it, for the benefit of the Holder of any such Security of such series (or the
Holders of any such series in the case of clause (c) above), the whole amount
then due and payable on any such Security (or on the Securities of any such
series in the case of clause (c) above) for principal (and premium, if any) and
interest, with interest, to the extent that payment of such interest shall be
legally enforceable, upon the overdue principal (and premium, if any) and upon
overdue installments of interest, at such rate or rates as may be prescribed
therefor by the terms of any such Security (or of

<PAGE>
                                                                              44


Securities of any such series in the case of clause (c) above); 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 and all other
amounts due the Trustee under Section 607.

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

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

            Section 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 or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise,

            (i) to file and prove a claim for the whole amount of principal (and
      premium, if any) and interest owing and unpaid in respect of the
      Securities and to file such other papers or documents as may be necessary
      and 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 all other amounts due
      the

<PAGE>
                                                                              45


      Trustee under Section 607) and of the Securityholders allowed in such
      judicial proceeding, and

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

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official, including a "sindico") in any such judicial proceeding is hereby
authorized by each Securityholder to make such payment to the Trustee and in the
event that the Trustee shall consent to the making of such payments directly to
the Securityholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan or reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Securityholder 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 of any series may be prosecuted and enforced by the Trustee without
the possession of any of the Securities of such series or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, be for the ratable benefit of the Holders of the Securities of the
series in respect of which such judgment has been recovered.

            Section 506. Application of Money Collected. Any money collected by
the Trustee with respect to a series of Securities 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 of such
series and the

<PAGE>
                                                                              46


notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under Section
607.

            SECOND: To the payment of the amounts then due and unpaid upon the
Securities of that series for principal (and premium, if any) and interest, 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 for principal (and premium, if any) and
interest, respectively.

            THIRD: To the payment of the remainder, if any, to the Company and
any other Person or Persons entitled thereto.

            Section 507. Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture or the Securities or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless

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

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

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

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

            (e) 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 aggregate principal amount of the Outstanding Securities of
      such series;

<PAGE>
                                                                              47


it being understood and intended that no one or more Holders of Securities of
such series 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 such series, or to obtain or to
seek to obtain priority or preference over any other such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and proportionate benefit of all the Holders of all Securities of such
series.

            Section 508. Unconditional Right of Securityholders to Receive
Principal, Premium and Interest. Notwithstanding any other provisions in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or
repayment, on the Redemption Date or Repayment Date, as the case may be) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

            Section 509. Restoration of Rights and Remedies. If the Trustee or
any Securityholder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, then and in every such case the Company, the Trustee and the
Securityholders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Securityholders shall
continue as though no such proceeding had been instituted.

            Section 510. Rights and Remedies Cumulative. Except as otherwise
provided in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders 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.

            Section 511. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any

<PAGE>
                                                                              48


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 Securityholders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Securityholders, as the case may be. No waiver of any Event of
Default, whether by the Trustee or by the Securityholders, shall extend to or
shall affect any subsequent Event of Default or shall impair any remedy or right
consequent thereon.

            Section 512. Control by Securityholders. The Holders of a majority
in principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series; provided that

            (a) the Trustee shall have the right to decline to follow any such
      direction if the Trustee, being advised by counsel, determines that the
      action so directed may not lawfully be taken or would conflict with this
      Indenture or if the Trustee in good faith shall, by a Responsible Officer,
      determine that the proceedings so directed would involve it in personal
      liability or be unjustly prejudicial to the Holders not taking part in
      such direction, and

            (b) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction.

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

            (a) in the payment of the principal of (or premium, if any) or
      interest on any Security of such series, or in the payment of any sinking
      or purchase fund or analogous obligation with respect to the Securities of
      such series, or

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

<PAGE>
                                                                              49


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

            Section 514. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by its acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder, or
group of Securityholders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series to which the suit relates, or
to any suit instituted by any Securityholder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Security on or after
the respective Stated Maturities expressed in such Security (or, in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date).

            Section 515. 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.

<PAGE>
                                                                              50


                                   ARTICLE SIX

                                   The Trustee

            Section 601. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default with respect to any series of Securities,

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

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

            (b) In case an Event of Default with respect to any series of
Securities has occurred and is continuing, the Trustee shall exercise with
respect to the Securities of such series such of the rights and powers vested in
it by this Indenture, and shall only be liable for gross negligence.

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

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

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

            (3) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in aggregate principal amount of
      the Outstanding Securities of any series relating to

<PAGE>
                                                                              51


      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Indenture with respect to the Securities of such
      series; and

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

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

            Section 602. Notice of Defaults. Within 30 days after the Trustee
has knowledge of any default hereunder with respect to Securities of any series,
the Trustee shall transmit by mail to all Securityholders of such series, as
their names and addresses appear in the Security Register, notice of such
default hereunder, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest or Additional Amounts on any
Security of such series or in the payment of any sinking or purchase fund
installment or analogous obligation 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 interests of the Securityholders of such
series; and provided further that in the case of any default of the character
specified in Section 501(3) with respect to Securities of such series no such
notice to Securityholders of such series shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default", with respect to Securities of any series, means any event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

            Section 603. Certain Rights of Trustee. Except as otherwise provided
in Section 601:

            (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution,

<PAGE>
                                                                              52


certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture 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 mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors 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 Officers' 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 Securityholders pursuant to this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred 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 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 determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, 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.

<PAGE>
                                                                              53


            Section 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein, in the Securities, except the certificates of
authentication, shall be taken as the statements of the Company and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities, 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 any Statement of
Eligibility of Form T-1 to be supplied to the Company will be true and accurate,
subject to the qualifications set forth therein. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

            Section 605. May Hold Securities. The Trustee, any Paying Agent, the
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.

            Section 606. 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.

            Section 607. Compensation and Reimbursement. The Company agrees:

            (a) to pay to the 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 upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the 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 wilful
      misconduct; and

<PAGE>
                                                                              54


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

            As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien 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) or interest
on particular Securities.

            Section 608. Disqualification; Conflicting Interests. The Trustee
for the Securities of any series issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded for purposes of the
conflicting interest provisions of such Section 310(b) the Securities of every
other series issued under this Indenture. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
second to last paragraph of Section 310(b) of the Trust Indenture Act.

            Section 609. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder with respect to each series of Securities,
which shall be a corporation organized and doing business under the laws of the
United States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, and subject to supervision or examination by United States federal
or State authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee with respect to any series of Securities 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.

<PAGE>
                                                                              55


            Section 610. 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 under Section 611.

            (b) The Trustee may resign with respect to any series of Securities
at any time by giving written notice thereof to the Company. If an instrument of
acceptance by a successor Trustee 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.

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

            (d) If at any time:

            (1) the Trustee shall fail to comply with Section 310(b) of the
      Trust Indenture Act pursuant to Section 608 with respect to any series of
      Securities after written request therefor by the Company or by any
      Securityholder who has been a bona fide Holder of a Security of that
      series for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 609 with
      respect to any series of Securities and shall fail to resign after written
      request therefor by the Company or by any such Securityholder, or

            (3) the Trustee shall become incapable of acting with respect to any
      series of Securities, or

            (4) the Trustee 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 of that series, or in the case of clause
(4), with respect to all series, or (ii) subject to Section 514, any
Securityholder who has been a bona fide Holder of a Security of such series for
at least 6 months may, on behalf of itself and all others similarly situated,
petition any

<PAGE>
                                                                              56


court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to the series, or, in the case
of clause (4), with respect to all series.

            (e) If the Trustee shall resign, be removed or become incapable of
acting with respect to any series of Securities, or if a vacancy shall occur in
the office of the Trustee with respect to any series of Securities for any
cause, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee for that series of Securities. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to such series of Securities shall be appointed
by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to such series
and supersede the successor Trustee appointed by the Company with respect to
such series. If no successor Trustee with respect to such series shall have been
so appointed by the Company or the Securityholders of such series and accepted
appointment in the manner hereinafter provided, any Securityholder who has been
a bona fide Holder of a Security of that series for at least six months may, on
behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to 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
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities of that series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee and the address of its Corporate Trust Office.

            Section 611. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the predecessor Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the predecessor Trustee shall become
effective with respect to any series as to which it is resigning or being
removed as Trustee, and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the predecessor Trustee

<PAGE>
                                                                              57


with respect to any such series; but, on request of the Company or the successor
Trustee, such predecessor Trustee shall, upon payment of its reasonable charges,
if any, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the predecessor Trustee, and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such predecessor Trustee hereunder with respect to all or any such
series, subject nevertheless to its lien, if any, provided for in Section 607.
Upon request of any such successor Trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

            In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
predecessor Trustee and each successor Trustee with respect to the Securities of
any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not being succeeded shall continue to be vested in the predecessor
Trustee, and 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.

            No successor Trustee with respect to any series of Securities shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible with respect to that series under this
Article.

            Section 612. 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.

<PAGE>
                                                                              58


In case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

            Section 613. Preferential Collection of Claims Against Company. (a)
Subject to subsection (b) of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company
within three months prior to a default, as defined in subsection (c) of this
Section, or subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders of the Securities and the
holders of other indenture securities (as defined in subsection (c) of this
Section):

            (1) an amount equal to any and all reductions in the amount due and
      owing upon any claim as such creditor in respect of principal or interest,
      effected after the beginning of such three-month period and valid as
      against the Company and its other creditors, except any such reduction
      resulting from the receipt or disposition of any property described in
      paragraph (2) of this subsection, or from the exercise of any right of
      set-off which the Trustee could have exercised if a petition in bankruptcy
      had been filed by or against the Company upon the date of such default;
      and

            (2) all property received by the Trustee in respect of any claim as
      such creditor, either as security therefor, or in satisfaction or
      composition thereof, or otherwise, after the beginning of such three-month
      period, or an amount equal to the proceeds of any such property, if
      disposed of, subject, however, to the rights, if any, of the Company and
      its other creditors in such property or such proceeds.

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

                  (A) to retain for its own account (i) payments made on account
            of any such claim by any Person (other than the Company) who is
            liable thereon, and (ii) the proceeds of the bona fide sale of any
            such claim by the Trustee to a third person, and (iii) distributions
            made in cash, securities or other property in respect of claims
            filed against the Company in bankruptcy or receivership or in
            proceedings for reorganization

<PAGE>
                                                                              59


            pursuant to the Federal Bankruptcy Act, or applicable State law or
            other similar law;

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

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

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

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

            If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the holders of other indenture
securities in such manner that the Trustee, the Securityholders and the holders
of other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything
on account of the receipt by it from

<PAGE>
                                                                              60


the Company of the funds and property in such special account and before
crediting to the respective claims of the Trustee and the Securityholders and
the holders of other indenture securities dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, but after
crediting thereon receipts on account of the indebtedness represented by their
respective claims from all sources other than from such dividends and from the
funds and property so held in such special account. As used in this paragraph,
with respect to any claim, the term "dividends" shall include any distribution
with respect to such claim, in bankruptcy or receivership or proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
whether such distribution is made in cash, securities, or other property, but
shall not include any such distribution with respect to the secured portion, if
any, of such claim. The court in which such bankruptcy, receivership or
proceedings for reorganization is pending shall have jurisdiction (i) to
apportion between the Trustee and the Securityholders and the holders of other
indenture securities in accordance with the provisions of this paragraph, the
funds and property held in such special account and proceeds thereof, or (ii) in
lieu of such apportionment, in whole or in part, to give to the provisions of
this paragraph due consideration in determining the fairness of the
distributions to be made to the Trustee and the Securityholders and the holders
of other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.

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

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

<PAGE>
                                                                              61


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

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

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

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

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

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

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

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

            (c) For the purposes of this Section only:

            (1) The term "default" means any failure to make payment in full of
      the principal of (and premium, if any) or interest on any of the
      Securities or upon the

<PAGE>
                                                                              62


      other indenture securities when and as such principal or interest becomes
      due and payable.

            (2) The term "other indenture securities" means securities upon
      which the Company is an obligor outstanding under any other indenture (i)
      under which the Trustee is also trustee, (ii) which contains provisions
      substantially similar to the provisions of this Section and (iii) under
      which a default exists at the time of the apportionment of the funds and
      property held in such special account.

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

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

            (5) The term "Company" means any obligor upon the Securities.

            Section 614. Appointment of Authenticating Agent. At any time when
any of the Securities remain Outstanding, the Trustee, with the approval of the
Company, may appoint an Authenticating Agent or Agents 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 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

<PAGE>
                                                                              63


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 of America, any State thereof or the District of Columbia, authorized
under such laws to act as an Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and, if other than the Company, subject to
supervision or examination by United States 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 an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and, if other than the Company, 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, if other than
the Company, 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,
with the approval of the Company, may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security

<PAGE>
                                                                              64


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

            The Trustee agrees to pay to each Authenticating Agent (other than
an Authenticating Agent appointed at the request of the Company from time to
time) reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

            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.

                                               Bankers Trust Company, as Trustee


                                               By:_________________________
                                                  As Authenticating Agent


                                               By:_________________________
                                                  Authorized Signatory

                                  ARTICLE SEVEN

            Securityholders' Lists and Reports by Trustee and Company

            Section 701. Company to Furnish Trustee Names and Addresses of
Securityholders. The Company will furnish or cause to be furnished to the
Trustee

            (a) semi-annually, not more than 15 days after each Regular Record
      Date, in each year in such form as the Trustee may reasonably require, a
      list of the names and addresses of the Holders of Securities of such
      series as of such date, and

<PAGE>
                                                                              65


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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

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

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

            (i) afford such applicants access to the information preserved at
      the time by the Trustee in accordance with Section 702(a), or

            (ii) inform such applicants as to the approximate number of Holders
      of Securities of such series or all Securities, as the case may be, whose
      names and addresses appear in the information preserved at the time by the
      Trustee in accordance with Section 702(a), and as to the approximate cost
      of mailing to such Securityholders the form of proxy or other
      communication, if any, specified in such application.

            If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Security of such series or to all
Security-

<PAGE>
                                                                              66


holders, as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 702(a), a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless, within five days after such tender, the Trustee shall mail
to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Securities of such series or all Securityholders, as the case may be, or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all Securityholders of such series or all
Securityholders, as the case may be, with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

            (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Securities in accordance with
Section 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 702(b).

            Section 703. Reports by Trustee. (a) The term "reporting date" as
used in this Section means March 15. Within 60 days after the reporting date in
each year, beginning in 2002, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear in the Security Register, a
brief report dated as of such reporting date with respect to any of the
following events which may have occurred during the 12 months preceding the date
of

<PAGE>
                                                                              67


such report (but if no such event has occurred within such period no report need
be transmitted):

            (1) any change to its eligibility under Section 609 and its
      qualifications under Section 608;

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

            (3) the character and amount of any advances (and if the Trustee
      elects so to state, the circumstances surrounding the making thereof) made
      by the Trustee (as such) which remain unpaid on the date of such report,
      and for the reimbursement of which it claims or may claim a lien or
      charge, prior to that of Securities of any series, on any property or
      funds held or collected by it as Trustee, except that the Trustee shall
      not be required (but may elect) to report such advances if such advances
      so remaining unpaid aggregate not more than 1/2 of 1% of the principal
      amount of the Securities of such series outstanding on the date of such
      report;

            (4) any change to the amount, interest rate and maturity date of all
      other indebtedness owing by the Company (or by any other obligor on the
      Securities) to the Trustee in its individual capacity, on the date of such
      report, with a brief description of any property held as collateral
      security therefor, except an indebtedness based upon a creditor
      relationship arising in any manner described in Section 613(b)(2), (3),
      (4) or (6);

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

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

            (7) any action taken by the Trustee in the performance of its duties
      hereunder which it has not previously reported and which in its opinion
      materially affects the Securities, except action in respect of a default,
      notice of which has been or is to be withheld by the Trustee in accordance
      with Section 602.

            (b) The Trustee shall transmit by mail to all Securityholders, as
their names and addresses appear in the Security Register, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making

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                                                                              68


thereof) made by the Trustee (as such) since the date of the last report
transmitted pursuant to subsection (a) of this Section (or if no such report has
yet been so transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Securities of any series, on property or funds held or collected by it as
Trustee, and which it has not previously reported pursuant to this subsection,
except that the Trustee shall not be required (but may elect) to report such
advances if such advances remaining unpaid at any time aggregate 10% or less of
the principal amount of the Securities Outstanding of such series at such time,
such report to be transmitted within 90 days after such time.

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

            Section 704. Reports by Company. The Company will:

            (a) file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Exchange Act; or, if the Company is not required to file information,
      documents or reports pursuant to either of said Sections, then it will
      file with the Trustee an annual income statement, balance sheet and a
      "Operating and Financial Review and Prospects";

            (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 with the conditions and covenants of this Indenture as may
      be required from time to time by such rules and regulations; and

            (c) transmit by mail to all Securityholders, as their names and
      addresses appear in the Security Register, within 30 days after the filing
      thereof with the Trustee, such summaries of any information,

<PAGE>
                                                                              69


      documents and reports required to be filed by the Company 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.

            A copy of all such information shall be made available at the
offices of the Luxembourg Paying Agent if any Securities issued hereunder are
listed on the Luxembourg Stock Exchange and the rules of such exchange so
require.

            Section 705. Statements by Officers as to Default. The Company shall
deliver to the Trustee, as promptly as is practicable and in any event within
five days after the Company becomes aware of the occurrence of any Event of
Default, or an event which, with notice or lapse of time or both, would
constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action that the Company
proposes to take with respect thereto.

                                  ARTICLE EIGHT

                  Consolidation, Merger, Conveyance or Transfer

            Section 801. Company May Consolidate, etc., only on Certain Terms.
The Company shall not consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an entirety to any
Person, unless:

            (1) the corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance or transfer
      the properties and assets of the Company substantially as an entirety
      shall be a corporation organized and existing under the laws of the
      Republic, and shall expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form satisfactory to the
      Trustee, the due and punctual payment of the principal of, and interest
      and Additional Amounts, if any, on all the Securities and the performance
      of every covenant of this Indenture on the part of the Company to be
      performed or observed;

            (2) immediately after giving effect to such transaction, no Event of
      Default, and no event which, after notice or lapse of time, or both, would
      become an Event of Default, shall have happened and be continuing; and

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                                                                              70


            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel each stating that such
      consolidation, merger, conveyance or transfer and such supplemental
      indenture comply with this Article and that all conditions precedent
      herein provided for relating to such transaction have been complied with.

            Section 802. Successor Corporation Substituted. Upon any
consolidation or merger, or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein. In the event of any such
conveyance or transfer, the Company as the predecessor corporation may be
dissolved, wound up or liquidated at any time thereafter.

                                  ARTICLE NINE

                             Supplemental Indentures

            Section 901. Supplemental Indentures Without Consent of
Securityholders. Without the consent of the Holders of any Securities, the
Company, 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 satisfactory to the Trustee, for any of the following purposes:

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

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

<PAGE>
                                                                              71


            (3) to cure any ambiguity or defect, 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 or the Securities or make any other
      changes herein or therein; or

            (4) to add to this Indenture such provisions as may be expressly
      permitted by the TIA, excluding, however, the provisions referred to in
      Section 316(a)(2) of the TIA as in effect at the date as of which this
      instrument was executed or any corresponding provision in any similar
      federal statute hereafter enacted; or

            (5) to establish any form of Security, as provided in Article Two,
      and to provide for the issuance of any series of Securities as provided in
      Article Three and to set forth the terms thereof, and/or to add to the
      rights of the Holders of the Securities of any series; or

            (6) to evidence and provide for the acceptance of appointment by
      another corporation as a successor Trustee hereunder with respect to one
      or more series of Securities 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 Section 611; or

            (7) to add any additional Events of Default in respect of the
      Securities of any or all series (and if such additional Events of Default
      are to be in respect of less than all series of Securities, stating that
      such Events of Default are expressly being included solely for the benefit
      of one or more specified series); or

            (8) to provide for the issuance of Securities in bearer form, to the
      extent permitted by law, with coupons as well as fully registered form.

            No supplemental indenture for the purposes identified in clauses
(2), (3) , (5) or (7) above may be entered into if to do so would adversely
affect the interest of the Holders of Securities of any series.

            Section 902. Supplemental Indentures with Consent of
Securityholders. With the consent of the Holders of not less than a majority in
aggregate principal amount of the

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                                                                              72


Outstanding Securities of each series affected by such supplemental indenture or
indentures, by Act of said Holders delivered to the Company and the Trustee, the
Company, 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 or of modifying in any manner the rights of the Holders of the
Securities of each such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security adversely affected thereby,

            (1) change the Maturity of the principal of, or the Stated Maturity
      of any premium on, or any installment of interest on, any Security, or
      reduce the principal amount thereof or the rate of interest or any premium
      thereon, or change the method of computing the amount of principal thereof
      or interest or premium, if any, thereon on any date or change any Place of
      Payment where, or the coin or currency in which, the principal of or any
      premium or interest (including Additional Amounts) on any Security is
      payable, or impair the right of Holders to institute suit for the
      enforcement of any such payment on or after the Maturity or the Stated
      Maturity, as the case may be, thereof (or, in the case of redemption or
      repayment, on or after the Redemption Date or the Repayment Date, as the
      case may be); or

            (2) reduce the percentage in aggregate 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, Section 513 or
      Section 1012, 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.

            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,

<PAGE>
                                                                              73


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 Securityholders 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 (subject to Section
601) 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 (except to the extent required in
the case of a supplemental indenture entered into under Section 901(4) or
901(6)) 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 shall be bound
thereby to the extent provided therein.

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

            Section 906. Reference in Securities to Supplemental Indentures.
Securities 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
so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and such Securities may be delivered by the
Trustee in exchange for Outstanding Securities.

<PAGE>
                                                                              74


                                   ARTICLE TEN

                                    Covenants

            Section 1001. Payment of Principal, Premium and Interest. With
respect to each series of Securities, the Company will duly and punctually pay
the principal of (and premium, if any) and interest on such Securities in
accordance with their terms and this Indenture, and will duly comply with all
the other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

            Section 1002. Maintenance of Office or Agency. The Company will
maintain an office or agency in each Place of Payment where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and of any change in
the location, of such office or agency. If at any time the Company shall fail to
maintain such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the principal Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee 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 shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on, any of the Securities of such series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or 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
to so act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, at least one Business Day prior to each due date
of the principal of (and premium, if any) or interest on, any Securities of such
series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal (and premium, if any) or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or

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                                                                              75


failure to so act. The Company will cause the bank through which payment of
funds to the Paying Agent will be made to deliver to the Paying Agent by 10:00
a.m. (New York time) two Business Days prior to the due date of such payment an
irrevocable confirmation (by confirmed facsimile transmission or authenticated
Swift MT 100 Message) of its intention to make such payment.

            The Company will cause each Paying Agent other than the Trustee for
any series of Securities 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 held by it for the payment of principal of (and
      premium, if any) or interest on Securities of such series in trust for the
      benefit of the Persons entitled thereto until such sums shall be paid to
      such Persons or otherwise disposed of as herein provided;

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

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

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture with respect to any series of
Securities or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent in respect of each and every series of Securities as to which it
seeks to discharge this Indenture or, if for any other purpose, all sums so held
in trust by the Company in respect of all Securities, 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.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest has

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                                                                              76


become due and payable shall be paid to the Company on Request, or (if then held
by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company, as
trustee thereof, shall thereupon cease. The Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
mail to the Holders of the Securities as to which the money to be repaid was
held in trust, as their names and addresses appear in the Security Register, a
notice that such moneys remain unclaimed and that, after a date specified in the
notice, which shall not be less than 30 days from the date on which the notice
was first mailed to the Holders of the Securities as to which the money to be
repaid was held in trust, any unclaimed balance of such moneys then remaining
will be paid to the Company free of the trust formerly impressed upon it.

            The Company initially authorizes the Trustee to act as Paying Agent
for the Securities on its behalf. The Company may at any time and from time to
time authorize one or more Persons to act as Paying Agent in addition to or in
place of the Trustee with respect to any series of Securities issued under this
Indenture.

            Section 1004. Statement as to Compliance. The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year, a written
statement signed by the principal executive officer, principal financial officer
or principal accounting officer of the Company, stating that

            (1) a review of the activities of the Company during such year and
      of the Company's performance under this Indenture and under the terms of
      the Securities has been made under his supervision; and

            (2) to the best of his knowledge, based on such review, the Company
      has complied with all conditions and covenants under this Indenture
      through such year, or, if there has been a default in the fulfillment of
      any such obligation, specifying each such default known to him and the
      nature and status thereof.

            Section 1005. Corporate Existence. Subject to Article Eight, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and will use its best efforts to
do or cause to be done all things necessary to preserve and keep in full force
and effect its rights (charter and statutory) and franchises and such rights and
franchises of

<PAGE>
                                                                              77


its Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries taken as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.

            Section 1006. Limitation on Liens. (a) The Company will not, nor
will it permit any Subsidiary to, issue, assume or guarantee any Indebtedness,
if such Indebtedness is secured by a Lien upon any Property now owned or
hereafter acquired, unless, together with the issuance, assumption or guarantee
of such Indebtedness, the Securities shall be secured equally and ratably with
(or prior to) such Indebtedness; provided, however, that the foregoing
restriction shall not apply to:

            (1) any Lien on any property acquired, constructed or improved by
      the Company or any Subsidiary which is created, incurred or assumed
      contemporaneously with, or within one year after, such acquisition (or in
      the case of any such property constructed or improved, after the
      completion or commencement of commercial operation of such property,
      whichever is later) to secure or provide for the payment of any part of
      the purchase price of such property or the costs of such construction or
      improvement (including costs such as escalation, interest during
      construction and finance costs); provided that in the case of any such
      construction or improvement the Lien shall not apply to any such property
      owned by the Company or any Subsidiary, other than any unimproved real
      property on which the property so constructed, or the improvement, is
      located;

            (2) any Lien on any property existing at the time of its acquisition
      and which is not created as a result of or in connection with or in
      anticipation of such acquisition (unless such Lien was created to secure
      or provide for the payment of any part of the purchase price of such
      property and is otherwise permitted by paragraph (1) above);

            (3) any Lien on any property acquired from a corporation which is
      merged with or into the Company or a Subsidiary, or any Lien existing on
      property of a corporation which existed at the time such corporation
      becomes a Subsidiary and, in either case, which is not created as a result
      of or in connection with or in anticipation of any such transaction
      (unless such Lien was created to secure or provide for the payment of any

<PAGE>
                                                                              78


      part of the purchase price of such corporation and is otherwise permitted
      by paragraph (1) above);

            (4) any Lien which secures only Indebtedness owing by a Subsidiary
      to the Company, to one or more Subsidiaries or to the Company and one or
      more Subsidiaries; and

            (5) any extension, renewal or replacement (or successive extensions,
      renewals or replacements) in whole or in part, of any Lien referred to in
      the foregoing clauses (1) through (4), inclusive; provided, however, that
      the principal amount of Indebtedness secured thereby shall not exceed the
      principal amount of Indebtedness so secured at the time of such extension,
      renewal or replacement, and that such extension, renewal or replacement
      shall be limited to all or a part of the property which secured the Lien
      so extended, renewed or replaced (plus improvements on such property).

            (b) Notwithstanding clause (a) of this Section or the provisions of
Section 1007, the Company or any Subsidiary may issue, assume or guarantee
Indebtedness secured by a Lien which would otherwise be prohibited under the
provisions of paragraph (a) of this Section or enter into Sale and Lease-Back
Transactions that would otherwise be prohibited by Section 1007, provided that
the aggregate amount of such Indebtedness of the Company and its Subsidiaries
together with the aggregate Attributable Value of all such Sale and Lease-Back
Transactions of the Company and its Subsidiaries at any time outstanding shall
not exceed the sum of (x) 10% of Consolidated Net Tangible Assets at the time
any such Indebtedness is issued, assumed or guaranteed by the Company or any of
its Subsidiaries or at the time any such Sale and Lease-Back Transaction is
entered into plus (y) the aggregate amount of any such Indebtedness that is
Chilean Bank Indebtedness, up to an additional 5% of Consolidated Net Tangible
Assets at such time.

            Section 1007. Limitations on Sale and Lease-Back Transactions. The
Company shall not nor shall the Company permit any Subsidiary to enter into any
Sale and Lease-Back Transaction with respect to any Property, unless either (x)
the Company or such Subsidiary would be entitled pursuant to Section 1006 to
issue, assume or guarantee Indebtedness secured by a Lien on such Property
without equally and ratably securing the Securities or (y) the Company or such
Subsidiary shall apply or cause to be applied, in the case of a sale or transfer
for cash, an amount equal to the net proceeds thereof and, in the case of

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                                                                              79


a sale or transfer otherwise than for cash, an amount equal to the fair market
value of the Property so leased to the retirement, within one year after the
effective date of such Sale and Lease-Back Transaction, of Indebtedness of the
Company ranking on a parity with the Securities and owing to a Person other than
the Company or any Affiliate of the Company or to the construction or
improvement of real property or personal property used by the Company or any
Subsidiary in the ordinary course of business. The restrictions set forth in
this Section 1007 will not apply to transactions providing for a lease term,
including any renewal thereof, of not more than three years.

            Section 1008. Maintenance of Properties. The Company will cause all
tangible properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with such equipment and will cause to be made
such repairs, renewals, replacements, betterments and improvements thereof, all
as in the judgment of the Company may be reasonably 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 1008
shall prevent the Company from discontinuing the operation or maintenance of any
of such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

            Section 1009. Maintenance of Insurance. The Company shall maintain,
and shall cause each of its Subsidiaries to maintain, with insurers the Company
reasonably believes to be financially sound and reputable, insurance deemed
adequate by the Company with respect to its properties and business and the
properties and business of its Subsidiaries against loss or damage of the kinds
customarily insured against by Persons in the same or similar business and
owning or operating properties similar to those owned or operated by the Company
or its Subsidiaries. Such insurance may be subject to co-insurance deductibility
or similar clauses which, in effect, result in self-insurance of certain losses,
provided that such self-insurance is in accord with the practices of Persons in
the same or similar businesses.

            Section 1010. Maintenance of Books and Records. The Company shall,
and shall cause each of its Subsidiaries to, maintain books, accounts and
records in accordance with generally accepted accounting principles as applied
in the Republic or in the applicable jurisdiction.

<PAGE>
                                                                              80


            Section 1011. Further Assurances. The Company shall, at its own cost
and expense, execute and deliver to the Trustee all such other documents,
instruments and agreements and do all such other acts and things as may be
reasonably required, in the opinion of the Trustee, to enable the Trustee to
exercise and enforce its rights under this Indenture and under the documents,
instruments and agreements required under this Indenture and to carry out the
intent of this Indenture.

            Section 1012. Waiver of Certain Covenants. The Company may omit in
respect of any series of Securities, in any particular instance, to comply with
any covenant or condition set forth in Sections 1006 and 1007, if before or
after the time for such compliance the Holders of at least a majority in
aggregate principal amount of the Securities at the time Outstanding of such
series shall, by Act of such Securityholders, 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 duties of the Trustee in respect of any
such covenant or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            Redemption of Securities

            Section 1101. Applicability of Article. The Company may reserve the
right to redeem and pay before Stated Maturity all or any part of the Securities
of any series, either by optional redemption, sinking or purchase fund or
analogous obligation or otherwise, by provision therefor in the form of Security
for such series established and approved pursuant to Section 202 and on such
terms as are specified in such form or in the Board Resolution or indenture
supplemental hereto with respect to Securities of such series as provided in
Section 301. Redemption of Securities of any series shall be made in accordance
with the terms of such Securities and, to the extent that this Article does not
conflict with such terms, the succeeding Sections of this Article.

            Section 1102. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities redeemable at the election of the Company
shall be evidenced by, or made pursuant to authority granted by, a Board
Resolution. In case of any redemption at the election of the Company of any
Securities of any series, the Company

<PAGE>
                                                                              81


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.

            In the case of any redemption of Securities (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 Officers' 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 like tenor and terms of any series 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 lot or such
method as the Trustee shall deem fair and appropriate and which may include
provision for the selection for redemption of portions of the principal of
Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series. Unless otherwise provided in the
terms of a particular series of Securities, the portions of the principal of
Securities so selected for partial redemption shall be equal to the minimum
authorized denomination of the Securities of such series, or an integral
multiple thereof, and the principal amount which remains outstanding shall not
be less than the minimum authorized denomination for Securities of such series.
If less than all the Securities of unlike tenor and terms of a series are to be
redeemed, the particular Securities to be redeemed shall be selected by the
Company.

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

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

            Section 1104. Notice of Redemption. Notice of redemption shall be
given by first-class mail, postage

<PAGE>
                                                                              82


prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each holder of Securities to be redeemed, at its address appearing in
the Security Register.

            All notices of redemption shall state:

            (1) the Redemption Date;

            (2) the Redemption Price;

            (3) if less than all Outstanding Securities of any series are to be
      redeemed, the identification (and, in the case of partial redemption, the
      respective principal amounts) of the Securities to be redeemed, from the
      Holder to whom the notice is given;

            (4) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security, and that interest, if any, thereon
      shall cease to accrue from and after said date;

            (5) the place where such Securities are to be surrendered for
      payment of the Redemption Price, which shall be the office or agency of
      the Company in the Place of Payment; and

            (6) if applicable, that the redemption is on account of a sinking or
      purchase fund, or other analogous obligation.

            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. At least one Business Day
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money sufficient to
pay the Redemption Price of all the Securities which are to be redeemed on that
date. The Company will cause the bank through which payment of funds to the
Paying Agent will be made to deliver to the Paying Agent by 10:00 a.m. (New York
Time) two Business Days prior to the due date of such payment an irrevocable
confirmation (by confirmed facsimile transmission or authenticated Swift MT 100
Message) of its intention to make such payment.

            Section 1106. Securities Payable on Redemption Date. Notice of
Redemption having been given as aforesaid,

<PAGE>
                                                                              83


the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such date
(unless the Company shall default in the payment of the Redemption Price) such
Securities shall cease to bear interest. Upon surrender of such Securities for
redemption in accordance with the notice, such Securities shall be paid by the
Company at the Redemption Price. Installments of interest the Stated Maturity of
which is on or prior to the Redemption Date shall be payable to the Holders of
such Securities registered as such on the relevant Regular Record Dates
according to their terms and the provisions of Section 307.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security, or as otherwise
provided in such Security.

            Section 1107. Securities Redeemed in Part. Any Security which is to
be redeemed only in part shall be surrendered at the office or agency of the
Company in the Place of Payment with respect to that series (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or its 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 Security or Securities of
the same series and Stated Maturity and of like tenor and terms, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

            Section 1108. Provisions with Respect to any Sinking Funds. Unless
the form or terms of any series of Securities shall provide otherwise, in lieu
of making all or any part of any mandatory sinking fund payment with respect to
such series of Securities in cash, the Company may at its option (1) deliver to
the Trustee for cancellation any Securities of such series theretofore acquired
by the Company, or (2) receive credit for any Securities of such series (not
previously so credited) acquired by the Company and theretofore delivered to the
Trustee for cancellation or redeemed by the Company other than through the
mandatory sinking fund, and if it does so then (i) Securities so delivered or
credited shall be credited at the applicable sinking fund Redemption Price with
respect to Securities of such series, and (ii) on or before the 60th day next
preceding each sinking fund Redemption Date with respect to such series of
Securities, the Company will deliver to the

<PAGE>
                                                                              84


Trustee (A) an Officers' Certificate specifying the portions of such sinking
fund payment to be satisfied by payment of cash and by delivery or credit of
Securities of such series acquired by the Company or so redeemed, and (B) such
Securities so acquired, to the extent not previously surrendered. Such Officers'
Certificate shall also state the basis for such credit and that the Securities
for which the Company elects to receive credit have not been previously so
credited and were not redeemed by the Company through operation of the mandatory
sinking fund, if any, provided with respect to such Securities and shall also
state that no Event of Default with respect to Securities of such series has
occurred and is continuing. All Securities so delivered to the Trustee shall be
cancelled by the Trustee and no Securities shall be authenticated in lieu
thereof.

            If the sinking fund payment or payments (mandatory or optional) with
respect to any series of Securities made in cash plus any unused balance of any
preceding sinking fund payments with respect to Securities of such series made
in cash shall exceed $50,000 (or a lesser sum if the Company shall so request),
unless otherwise provided by the terms of such series of Securities, that cash
shall be applied by the Trustee on the sinking fund Redemption Date with respect
to Securities of such series next following the date of such payment to the
redemption of Securities of such series at the applicable sinking fund
Redemption Price with respect to Securities of such series, together with
accrued interest, if any, to the date fixed for redemption, with the effect
provided in Section 1106. The Trustee shall select, in the manner provided in
Section 1103, for redemption on such sinking fund Redemption Date a sufficient
principal amount of Securities of such series to utilize that cash and shall
thereupon cause notice of redemption of the Securities of such series for the
sinking fund to be given in the manner provided in Section 1104 (and with the
effect provided in Section 1106) for the redemption of Securities in part at the
option of the Company. Any sinking fund moneys not so applied or allocated by
the Trustee to the redemption of Securities of such series shall be added to the
next cash sinking fund payment with respect to Securities of such series
received by the Trustee and, together with such payment, shall be applied in
accordance with the provisions of this Section 1108. Any and all sinking fund
moneys with respect to Securities of any series held by the Trustee at the
Maturity of Securities of such series, and not held for the payment or
redemption of particular Securities of such series, shall be applied by the
Trustee, together with other moneys, if necessary, to be deposited sufficient
for the purpose, to the payment of the principal of the Securities of such
series at Maturity.

<PAGE>
                                                                              85


            On or before each sinking fund Redemption Date provided with respect
to Securities of any series, the Company shall pay to the Trustee in cash a sum
equal to all accrued interest, if any, to the date fixed for redemption on
Securities to be redeemed on such sinking fund Redemption Date pursuant to this
Section 1108.

            Section 1109. Optional Redemption in the Event of Change in Chilean
Tax Treatment. The Securities of any series may be redeemed at the election of
the Company, as a whole, but not in part, at any time upon the giving of notice
as provided in Section 1104, at the Redemption Price, together with any accrued
interest to the Redemption Date, if (i) the Company certifies to the Trustee
immediately prior to the giving of such notice that it has or will become
obligated to pay Additional Amounts with respect to the Securities in excess of
the Additional Amounts that would be payable were payments of interest on such
Securities subject to a 4% withholding tax as a result of any change in or
amendment to the laws or regulations of the Republic or any political
subdivision or governmental authority thereof or therein having power to tax, or
any change in the application or official interpretation of such laws or
regulations, which change or amendment occurs after the date of issuance of such
Securities and (ii) such obligation cannot be avoided by the Company taking
reasonable measures available to it; provided, however, that no such notice of
redemption shall be given earlier than 60 days prior to the earliest date on
which the Company would be obligated to pay such Additional Amounts, if a
payment in respect of such Securities were then due. Prior to the giving of any
notice of redemption of such Securities pursuant to this Section 1109, the
Company shall deliver to the Trustee an Officers' Certificate, stating that the
Company is entitled to effect such a redemption in accordance with the terms of
this Indenture, and setting forth in reasonable detail a statement of the facts
giving rise to such right of redemption (together with a written Opinion of
Counsel to the effect, among other things, that the Company has become obligated
to pay such Additional Amounts as a result of a change or amendment described in
this Section and that the Company cannot avoid payment of such Additional
Amounts by taking reasonable measures available to it and that all governmental
approvals necessary for the Company to effect such redemption have been obtained
and are in full force and effect or specifying any such necessary approvals that
as of the date of such opinion have not been obtained).

<PAGE>
                                                                              86


                                 ARTICLE TWELVE

                       Defeasance and Covenant Defeasance

            Section 1201. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may at its option by Board Resolution, at any time,
elect to have either Section 1202 or Section 1203 applied to the Outstanding
Securities of any series upon compliance with the conditions set forth below in
this Article Twelve.

            Section 1202. Defeasance and Discharge. Upon the Company's exercise
of the option provided in Section 1201 to have this Section 1202 applied to all
the Outstanding Securities of any series, the Company shall be deemed to have
been discharged from its obligations with respect to such Outstanding Securities
on the date the conditions in Section 1204 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by all
the Outstanding Securities of any series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
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 Securities to receive, solely from the trust fund described in
Section 1204 and as more fully set forth in such Section, payments in respect of
the principal of and premium, if any, and interest (including Additional
Amounts) on such Securities when such payments are due, (b) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 308,
1002 and 1003, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (d) this Article Twelve and the Company's obligations to
the Trustee under Section 607. Subject to compliance with this Article Twelve,
the Company may exercise its option under this Section 1202 notwithstanding the
prior exercise of its option under Section 1203.

            Section 1203. Covenant Defeasance. Upon the Company's exercise of
the option provided in Section 1201 to have this Section 1203 applied to all the
Outstanding Securities of any series, (i) the Company shall be released from its
obligations under Sections 1006 and 1007 with respect to such Securities and
(ii) the occurrence of an event with respect to such Securities specified in
Sections 501(3) (with respect to any of Sections 1006 and 1007), 501(4) or
501(5) shall not be deemed to be an Event of Default on and after the date the
conditions set forth in

<PAGE>
                                                                              87


Section 1204 are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section or clause,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or clause or by reason of any reference in any such Section or
clause to any other provision herein or in any other document, but the remainder
of this Indenture, with respect to such Securities and Securities of another
series as to which the Company has not elected to have either Section 1202 or
1203 applied, shall be unaffected thereby.

            Section 1204. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 1202 or
Section 1203 to the then Outstanding Securities of the applicable series:

            (1) The Company shall irrevocably have deposited with the Trustee
      (or another trustee satisfying the requirements of Section 609 who shall
      agree to comply with the provisions of this Article Twelve applicable to
      it) in trust for the purpose of making the following payments specifically
      pledged as security for, and dedicated solely to, the benefit of the
      Holders of all Outstanding Securities of the applicable series, (A) money
      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, money in an amount, or (C) a combination
      thereof, sufficient, in the opinion of an internationally recognized firm
      of independent public accountants expressed in a written certification
      thereof delivered to the Trustee, to pay and discharge, and which shall be
      applied by the Trustee (or other qualifying trustee) to pay and discharge,
      the principal of (and premium, if any) and each installment of interest
      (including Additional Amounts) on the applicable series of Securities on
      the Stated Maturity of such principal of (and premium, if any,) or
      installment of interest (including Additional Amounts) in accordance with
      the terms of this Indenture and of such series of Securities.

            (2) In the case of an election under Section 1202, 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 this Indenture there
      has been a change in

<PAGE>
                                                                              88


      the applicable United States federal income tax law or regulations, in
      either case to the effect that, and based thereon such opinion shall
      confirm that, the Holders of the Outstanding Securities with respect to
      such series of Securities will not recognize gain or loss for United
      States federal income tax purposes as a result of such deposit, defeasance
      and discharge and will be subject to United States federal income tax on
      the same amount, in the same manner and at the same times as would have
      been the case if such deposit, defeasance and discharge had not occurred.

            (3) In the case of an election under Section 1203, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of the Outstanding Securities of the applicable series will not
      recognize gain or loss for United States federal income tax purposes as a
      result of such deposit and covenant defeasance and will be subject to
      United States federal income tax on the same amount, in the same manner
      and at the same times as would have been the case if such deposit and
      covenant defeasance had not occurred.

            (4) The Company shall have delivered to the Trustee an Officers'
      Certificate to the effect that such series of Securities, if then listed
      on any securities exchange, will not be delisted as a result of such
      deposit.

            (5) No Event of Default or event which with notice or lapse of time
      or both would become an Event of Default shall have occurred and be
      continuing on the date of such deposit or, insofar as subsections 501(6)
      and (7) inclusive are concerned, at any time during the period ending on
      the 121st day after the date of such deposit (it being understood that
      this condition shall not be deemed satisfied until the expiration of such
      period).

            (6) Such defeasance or covenant defeasance shall not cause the
      Trustee to have a conflicting interest as defined in Section 608 and for
      purposes of the Trust Indenture Act with respect to any securities of the
      Company.

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

<PAGE>
                                                                              89


            (8) The Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that payment of amounts deposited in trust with the
      Trustee as provided in clause (1) hereof will not be subject to future
      taxes, duties, fines, penalties, assessments or other governmental charges
      imposed, levied, collected, withheld or assessed by, within or on behalf
      of the Republic or any political subdivision or governmental authority
      thereof or therein having power to tax, except to the extent that
      Additional Amounts in respect thereof shall have been deposited in trust
      with the Trustee as provided in clause (1) hereof.

            (9) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel each stating that all conditions
      precedent provided for relating to either the defeasance under Section
      1202 or the covenant defeasance under Section 1203, as the case may be,
      have been complied with.

            (10) Such defeasance or covenant defeasance shall not result in the
      trust arising from such deposit constituting an investment company as
      defined in the Investment Company Act of 1940, as amended.

            Section 1205. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of
Section 1003, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively,
for purposes of this Section, the "Trustee") pursuant to Section 1204 in respect
of the Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such series of Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
holders of such Securities, 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 U.S. Government Obligations
deposited pursuant to Section 1204 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the applicable series of Outstanding Securities.

<PAGE>
                                                                              90


            Anything in this Article Twelve 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 held by it as provided in
Section 1204 which, in the opinion of an internationally 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.

            Section 1206. Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with Section 1202 or 1203 by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations of
the Company under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Twelve
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 1202 or 1203; provided, however, that if the
Company makes any payment of principal of or interest on or Additional Amounts
in respect of any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such series of
Securities to receive such payment from the money held by the Trustee or the
Paying Agent.

<PAGE>
                                                                              91


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

                                     HQI TRANSELEC CHILE S.A.,

                                     by /s/ Guillermo Espinosa Ihnen
                                        -------------------------------
                                        Name:  Guillermo Espinosa Ihnen
                                        Title: Chief Executive Officer

                                     by /s/ Real Paul-Hus
                                        -------------------------------
                                        Name:  Real Paul-Hus
                                        Title: Chief Financial Officer


                                     Bankers Trust Company,

                                     by /s/ Eileen M. Hughes
                                        -------------------------------
                                        Name:  Eileen M. Hughes
                                        Title: Vice President

<PAGE>

                                                                      APPENDIX A

           FOR OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO
          RULE 144A AND TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN
                            RELIANCE ON REGULATION S

                       PROVISIONS RELATING TO SECURITIES,
               PRIVATE EXCHANGE SECURITIES AND EXCHANGE SECURITIES

      1. Definitions

      1.1 Definitions

      For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

            "Applicable Procedures" means, with respect to any transfer or
transaction involving a Regulation S Global Security or beneficial interest
therein, the rules and procedures of the Depositary for such Global Security, of
Euroclear and of Clearstream, Luxembourg, in each case to the extent applicable
to such transaction and as in effect from time to time.

            "Clearstream, Luxembourg" means Clearstream Banking, Societe
Anonyme, or any successor securities clearing agency.

            "Definitive Security" means a certificated Security (bearing the
Restricted Securities Legend if the transfer of such Security is restricted by
applicable law) that does not include the Global Securities Legend.

            "Euroclear" means the Euroclear Clearance System, or any successor
securities clearing agency.

            "Exchange Securities" means Securities to be issued pursuant to this
Indenture (i) in connection with a Registered Exchange Offer pursuant to a
Registration Agreement in exchange for Securities of the same series with
interest payable on such Exchange Securities accruing from the last date on
which interest was paid on the Securities for which they were exchanged or, if
no such interest has been paid, from the date of issuance of the Securities, or
(ii) as otherwise set forth in or pursuant to a Board Resolution or indenture
supplemental hereto.

            "Global Securities Legend" means the legend set forth under that
caption in Exhibit A-1 to this Indenture.

<PAGE>
                                                                               2


            "IAI" means an institutional "accredited investor" as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

            "Initial Purchasers" means initial purchasers, underwriters,
managers, dealers, agents or other distributors set forth in the Purchase
Agreement relating to a particular series of Securities to be issued under the
Indenture.

            "Private Exchange" means an offer by the Company, pursuant to a
Registration Agreement, to issue and deliver to certain purchasers, in exchange
for the Securities held by such purchasers as part of their initial
distribution, a like aggregate principal amount of Private Exchange Securities.

            "Private Exchange Securities" means the Securities to be issued
pursuant to this Indenture in connection with a Private Exchange pursuant to a
Registration Agreement in exchange for Securities of the same series with
interest payable on such Private Exchange Securities accruing from the last date
on which interest was paid on the Securities for which they were exchanged or,
if no such interest has been paid, from the date of issuance of the Securities
pursuant to this Indenture.

            "Purchase Agreement" means a purchase, underwriting, subscription or
agency agreement among the Company and the Initial Purchasers in respect of the
sale and distribution of the Securities of a series.

            "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

            "Registered Exchange Offer" means an offer by the Company, pursuant
to a Registration Agreement, to certain Holders of Securities, to issue and
deliver to such Holders, in exchange for their Securities, a like aggregate
principal amount of Exchange Securities registered under the Securities Act.

            "Registration Agreement" means an agreement among the Company and
the Initial Purchasers relating to an offer by the Company to Holders of
Securities to exchange such Securities for Exchange Securities or Private
Exchange Securities.

            "Regulation S" means Regulation S under the Securities Act.

<PAGE>
                                                                               3


            "Regulation S Securities" means all Securities offered and sold
outside the United States in reliance on Regulation S.

            "Restricted Period", with respect to any Securities, means the
period of 40 consecutive days beginning on and including the later of (i) the
day on which such Securities are first offered to persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the date on which the closing of the offering thereof
occurs.

            "Restricted Securities Legend" means the legend set forth under that
caption in Exhibit A-1 to this Indenture.

            "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

            "Rule 144A" means Rule 144A under the Securities Act.

            "Rule 144A Securities" means all Securities offered and sold to QIBs
in reliance on Rule 144A.

            "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depositary) or any successor person thereto, which
shall initially be the Trustee.

            "Shelf Registration Statement" means a registration statement filed
by the Company in connection with the offer and sale of Securities pursuant to a
Registration Agreement.

            "Transfer Restricted Securities" means Definitive Securities and any
other Securities that bear or are required to bear the Restricted Securities
Legend.

      1.2 Other Definitions

      Term:                                                  Defined in Section:
      -----                                                  -------------------

"Agent Members" ......................................................... 2.1(b)
"IAI Global Security" ................................................... 2.1(a)
"Global Security" ....................................................... 2.1(a)
"Regulation S Global Security" .......................................... 2.1(a)
"Rule 144A Global Security" ............................................. 2.1(a)

<PAGE>
                                                                               4


      2. The Securities

      2.1 Form and Dating

            Securities sold pursuant to a Purchase Agreement by the Company to
Initial Purchasers will be resold, initially only to (A) QIBs in reliance on
Rule 144A, (B) IAIs in reliance on Rule 501 and (C) Persons other than U.S.
persons (as defined in Regulation S) in reliance on Regulation S. Such
Securities and any other Securities issued hereunder may thereafter be
transferred to any Person, but subject to the restrictions on transfers set
forth therein and herein.

            (a) Global Securities. Each of the Rule 144A Securities and the
Regulation S Securities shall be issued initially in the form of one or more
permanent Global Securities (collectively, with respect to any series, the "Rule
144A Global Security" and the "Regulation S Global Security", respectively) in
definitive, fully registered form, in each case without interest coupons and
bearing the Global Securities Legend and Restricted Securities Legend, which
shall be deposited with the Trustee, at its New York office, as Securities
Custodian (or with such other custodian as the Depositary may direct), and
registered in the name of the Depositary or a nominee of the Depositary. One or
more Global Securities in definitive, fully registered form without interest
coupons and bearing the Global Securities Legend and the Restricted Securities
Legend (collectively, with respect to any series, the "IAI Global Security")
shall also be issued on the date on which the closing of the offering of each
series of Securities occurs, and shall be deposited with the Securities
Custodian, and registered in the name of the Depositary or a nominee of the
Depositary to accommodate transfers of beneficial interests in the Securities to
IAIs subsequent to the initial distribution; provided, however, that the Company
may instead decide to issue Definitive Securities to IAIs, in which case such
Securities will not be eligible for book-entry system and the form of such
Definitive Securities shall contain special provisions regarding payment of
interest and principal. Beneficial ownership interests in the Regulation S
Global Security shall not be exchangeable for interests in any other Security
without a Restricted Securities Legend until the expiration of the Restricted
Period. The aggregate principal amount of the Global Securities may from time to
time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary or its nominee as hereinafter provided.

            (b) Book-Entry Provisions.

<PAGE>
                                                                               5


            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary or by the Trustee as Securities Custodian
or under such Global Security, and the Depositary may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

            (c) Definitive Securities. Except as provided in Section 204,
Section 2.3 or this Section 2.1 or as otherwise provided in the Indenture,
owners of beneficial interests in Global Securities will not be entitled to
receive physical delivery of certificated Securities.

            2.2 Exchange Securities and Private Exchange Securities. Exchange
Securities shall be issued hereunder only in a Registered Exchange Offer and
Private Exchange Securities shall be issued hereunder only in a Private
Exchange, in each case, pursuant to a Registration Agreement and for a like
principal amount of Securities exchanged pursuant thereto. All Private Exchange
Securities and Exchange Securities shall be deemed to be part of and constitute
a single series consisting of such Exchange Securities or Private Exchange
Securities and the Securities for which such Exchange Securities or Private
Exchange Securities were exchangeable and, without limiting the generality of
the foregoing, such Exchange Securities, Private Exchange Securities and
Securities shall vote together as one series of Securities under this Indenture.

            2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive
Securities. When Definitive Securities are presented to the Security Registrar
with a request:

            (x) to register the transfer of such Definitive Securities; or

            (y) to exchange such Definitive Securities for an equal principal
      amount of Definitive Securities of other authorized denominations,

the Security Registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such

<PAGE>
                                                                               6


transaction are met; provided, however, that the Definitive Securities
surrendered for transfer or exchange:

            (i) shall be duly endorsed or accompanied by a written instrument of
      transfer in form reasonably satisfactory to the Company and the Security
      Registrar, duly executed by the Holder thereof or his attorney duly
      authorized in writing; and

            (ii) are being transferred or exchanged pursuant to an effective
      registration statement under the Securities Act, pursuant to Section
      2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by
      the following additional information and documents, as applicable:

                  (A) if such Definitive Securities are being delivered to the
            Security Registrar by a Holder for registration in the name of such
            Holder, without transfer, a certification from such Holder to that
            effect (in the form set forth on the reverse of the Security); or

                  (B) if such Definitive Securities are being transferred to the
            Company, a certification to that effect (in the form set forth on
            the reverse of the Security); or

                  (C) if such Definitive Securities are being transferred
            pursuant to an exemption from registration in accordance with Rule
            144 or in reliance on another exemption from the registration
            requirements of the Securities Act, (i) a certification to that
            effect (in the form set forth on the reverse of the Security) and
            (ii) if the Company or Security Registrar so requests, an opinion of
            counsel or other evidence reasonably satisfactory to it as to the
            compliance with the restrictions set forth in the legend set forth
            in Section 2.3(e)(i).

            (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by appropriate instruments
of transfer in form satisfactory to the Trustee, together with:

<PAGE>
                                                                               7


            (i) certification (in the form set forth on the reverse of the
      Security) that such Definitive Security is being transferred (A) to a QIB
      in accordance with Rule 144A, (B) to an IAI that has furnished a signed
      letter to the Trustee containing certain representations and agreements
      (the form of which letter can be obtained from the Trustee or the
      Company), or (C) outside the United States in an offshore transaction
      within the meaning of Regulation S and in compliance with Rule 904 under
      the Securities Act; and

            (ii) written instructions directing the Trustee to make, or to
      direct the Securities Custodian to make, an adjustment on its books and
      records with respect to such Global Security to reflect an increase in the
      aggregate principal amount of the Securities represented by the Global
      Security, such instructions to contain information regarding the
      Depositary account to be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the principal amount of the Definitive Security so canceled. If no
Global Securities are then outstanding and the Global Security has not been
previously exchanged for individual securities pursuant to Section 204, the
Company shall issue and the Trustee shall authenticate, upon Company Order, a
new Global Security in the appropriate principal amount.

            (c) Transfer and Exchange of Global Securities. (i) The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Security
shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in the Global Security and
such account shall be credited in accordance with such order with a beneficial
interest in the Global Security and the account of the Person making the
transfer shall be debited by an amount equal to the

<PAGE>
                                                                               8


beneficial interest in the Global Security being transferred. Transfers by an
owner of a beneficial interest in the Rule 144A Global Security or the IAI
Global Security to a transferee who takes delivery of such interest through the
Regulation S Global Security, whether before or after the expiration of the
Restricted Period, shall be made only upon receipt by the Trustee of a
certification from the transferor to the effect that such transfer is being made
in accordance with Regulation S or (if available) Rule 144 under the Securities
Act and that, if such transfer is being made prior to the expiration of the
Restricted Period, the interest transferred shall be held immediately thereafter
through Euroclear or Clearstream, Luxembourg. In the case of a transfer of a
beneficial interest in either the Regulation S Global Security or the Rule 144A
Global Security for an interest in the IAI Global Security, the transferee must
furnish a signed letter to the Trustee containing certain representations and
agreements (the form of which letter can be obtained from the Trustee or the
Company).

            (ii) If the proposed transfer is a transfer of a beneficial interest
      in one Global Security to a beneficial interest in another Global
      Security, the Security Registrar shall reflect on its books and records
      the date and an increase in the principal amount of the Global Security to
      which such interest is being transferred in an amount equal to the
      principal amount of the interest to be so transferred, and the Security
      Registrar shall reflect on its books and records the date and a
      corresponding decrease in the principal amount of Global Security from
      which such interest is being transferred.

            (iii) Notwithstanding any other provisions of this Appendix (other
      than the provisions set forth in Section 204), a Global Security may not
      be transferred as a whole except by the Depositary to a nominee of the
      Depositary or by a nominee of the Depositary to the Depositary or another
      nominee of the Depositary or by the Depositary or any such nominee to a
      successor Depositary or a nominee of such successor Depositary.

            (iv) In the event that a Global Security is exchanged for Securities
      in definitive registered form pursuant to Section 204, prior to the
      consummation of a Registered Exchange Offer or the sale of a Security
      pursuant to an effective Shelf Registration Statement with respect to such
      Securities, such Securities may be transferred or exchanged only in
      accordance with such procedures as are substantially consistent with the
      provisions of this Section 2.3 (including the

<PAGE>
                                                                               9


      certification requirements set forth on the reverse of the Securities
      intended to ensure that such transfers comply with Rule 144A, Regulation S
      or such other applicable exemption from registration under the Securities
      Act, as the case may be) and such other reasonable procedures as may from
      time to time be adopted by the Company.

            (d) Restrictions on Transfer of Regulation S Global Security. (i)
Prior to the expiration of the Restricted Period, interests in the Regulation S
Global Security may only be held through Euroclear or Clearstream, Luxembourg.
During the Restricted Period, beneficial ownership interests in the Regulation S
Global Security may only be sold, pledged or transferred through Euroclear or
Clearstream, Luxembourg in accordance with the Applicable Procedures and only
(A) to the Company, (B) so long as such security is eligible for resale pursuant
to Rule 144A, to a person whom the transferor reasonably believes is a QIB that
purchases for its own account or for the account of a QIB to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule
144A, (C) in an offshore transaction in accordance with Regulation S, (D)
pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if applicable) under the Securities Act, (E) to an IAI purchasing for
its own account, or for the account of such an IAI, in a minimum principal
amount of Securities of $250,000 or (F) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States. Prior to the
expiration of the Restricted Period, transfers by an owner of a beneficial
interest in the Regulation S Global Security to a transferee who takes delivery
of such interest through the Rule 144A Global Security or the IAI Global
Security shall be made only in accordance with Applicable Procedures and upon
receipt by the Trustee of a written certification from the transferor of the
beneficial interest in the form provided on the reverse of the Security to the
effect that such transfer is being made to (i) a person whom the transferor
reasonably believes is a QIB within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A or (ii) an IAI purchasing for its own
account, or for the account of such an IAI, in a minimum principal amount of the
Securities of $250,000. Such written certification shall no longer be required
after the expiration of the Restricted Period. In addition, in the case of a
transfer of a beneficial interest in the Regulation S Global Security for an
interest in the IAI Global Security, the transferee must furnish a signed letter
to the Trustee containing certain representations and agreements (the form of
which letter can be obtained from the Trustee or the Company).

<PAGE>
                                                                              10


            (ii) Upon the expiration of the Restricted Period, beneficial
      ownership interests in the Regulation S Global Security shall be
      transferable in accordance with applicable law and the other terms of this
      Indenture.

      (e) Legend. (i) Except as permitted by the following paragraphs (ii),
(iii), (iv), (vi) or (vii), each Security certificate evidencing the Global
Securities and the Definitive Securities (and all Securities issued in exchange
therefor or in substitution thereof) shall bear a Restricted Securities Legend.
Each Definitive Security will also bear the following additional legend:

            "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
            SECURITY REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
            INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
            THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS."

            (ii) Upon any sale or transfer pursuant to Rule 144 of a Transfer
      Restricted Security that is a Definitive Security, the Security Registrar
      shall permit the Holder thereof to exchange such Transfer Restricted
      Security for a Definitive Security that does not bear the legends set
      forth above and rescind any restriction on the transfer of such Transfer
      Restricted Security if the Holder certifies in writing to the Security
      Registrar that its request for such exchange was made in reliance on Rule
      144 (such certification to be in the form set forth on the reverse of the
      Security).

            (iii) After a transfer of any Securities pursuant to an effective
      Shelf Registration Statement with respect to such Securities, all
      requirements pertaining to the Restricted Securities Legend on such
      Securities will cease to apply, and a Global Security without the
      Restricted Securities Legend will be available to the transferee of the
      beneficial interests in such Securities. Upon the occurrence of any of the
      circumstances described in this paragraph, the Company will deliver an
      Officers' Certificate to the Trustee instructing the Trustee to issue
      Securities without legends.

            (iv) Upon the consummation of a Registered Exchange Offer with
      respect to any Securities pursuant to which certain Holders of such
      Securities are offered Exchange Securities (other than Private Exchange
      Securities) in exchange for their Securities, Exchange Securities (other
      than Private Exchange Securities) in global form without

<PAGE>
                                                                              11


the Restricted Securities Legend will be available to Holders that exchange such
Securities in such Registered Exchange Offer. Upon the occurrence of any of the
circumstances described in this paragraph, the Company will deliver an Officers'
Certificate to the Trustee instructing the Trustee to issue Securities without
the Restricted Securities Legend.

      (v) Upon the consummation of a Private Exchange with respect to the
Securities pursuant to which Holders of such Securities are offered Private
Exchange Securities in exchange for their Securities, Private Exchange
Securities in global form with the Restricted Securities Legend shall be
available to Holders that exchange such Securities in such Private Exchange.

      (vi) Upon a sale or transfer after the expiration of the Restricted Period
of any Security acquired pursuant to Regulation S, all requirements that such
Security bear the Restricted Securities Legend shall cease to apply and a
Security in global form without the Restricted Securities Legend may be issued
to the transferee of such Security.

      (vii) Any Securities sold in a registered offering shall not be required
to bear the Restricted Securities Legend.

<PAGE>

                                                                     EXHIBIT A-1

                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [Restricted Securities Legend]

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS
SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE
SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)
OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE
THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1)
TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED
BY

<PAGE>
                                                                               2


THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY),
(3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN INSTITUTION
THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON
THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING
THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND
ONLY UPON DELIVERY BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE OF A
CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE, (5) PURSUANT
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. THE COMPANY AND THE TRUSTEE HAVE THE RIGHT
PRIOR TO ANY REOFFER, SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER
DISPOSAL OF THIS SECURITY PURSUANT TO CLAUSES (3), (4) OR (5) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN INSTITUTION THAT
IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT AND THAT IT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT
PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF
PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.

                         [Definitive Securities Legend]

[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.]

<PAGE>
                                                                               3


                            HQI TRANSELEC CHILE S.A.

                            [    ]% Notes due [    ]

Registered                                                        $[           ]

No. R-[ ]                                                        CUSIP [       ]

            HQI Transelec Chile S.A., a Chilean stock company ("sociedad anonima
abierta") duly organized and existing under the laws of the Republic of Chile
(herein called the "Company", which term includes any successor under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to

                                   Cede & Co.

or registered assigns, the principal sum as set forth on the Schedule of
Increases or Decreases annexed hereto at the office or agency of the Company in
the Borough of Manhattan, The City of New York, on [ , ] by wire transfer of
immediately available funds in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest on said principal sum semiannually
on [interest payment date] and [interest payment date] of each year, commencing
on [first interest payment date], at said office or agency, in like coin or
currency, at the rate per annum specified in the title hereof, from the
[interest payment date] or [interest payment date], as the case may be, next
preceding the date of this Note to which interest on the Notes has been paid or
duly provided for (unless the date hereof is the date to which interest on the
Notes has been paid or duly provided for, in which case from the date of this
Note), or, if no interest has been paid on these Notes or duly provided for,
from [ , ] (the "original issue date"), until payment of said principal sum has
been made or duly provided for. Notwithstanding the foregoing, [other than in
the case of interest due on [the first interest payment date],] if the date
hereof is after the [record date] or [record date] and before the next
succeeding [interest payment date] or [interest payment date], this Note shall
bear interest from such [interest payment date] or [interest payment date], as
the case may be; provided, however, that if the Company shall default in the
payment of interest due on such [interest payment date] or [interest payment
date], then this Note shall bear interest from the next preceding [interest
payment date] or [interest payment date] to which interest on the Notes has

<PAGE>
                                                                               4


been paid or duly provided for, or, if no interest has been paid on the Notes or
duly provided for, from the original issue date. The interest so payable, and
punctually paid or duly provided for, on any [interest payment date] or
[interest payment date] will, except as provided in the Indenture referred to on
the reverse hereof, be paid by wire transfer of immediately available funds to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the next preceding [record date] or
[record date], as the case may be (herein called the "Regular Record Date"),
whether or not a Business Day, or may, at the option of the Company, unless this
Note is a Global Security, be paid by check mailed to the registered address of
such Person. Any such interest which is payable, but is not so punctually paid
or duly provided for, shall forthwith cease to be payable to the registered
Holder on such Regular Record Date and may be paid either to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed and upon such notice as
may be required by such exchange, if such manner of payment shall be deemed
practical by the Trustee, all as more fully provided in said Indenture.
Notwithstanding the foregoing, in the case of interest payable at Stated
Maturity, such interest shall be paid to the same Person to whom the principal
hereof is payable. [Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.]

            Special Interest. The Holder of this Security is entitled to the
benefits of the Registration Rights Agreement dated [ , ], between the Company
and the representative of the several Initial Purchasers (the "Registration
Agreement"). Capitalized terms used in this paragraph but not defined herein
have the meanings assigned to them in the Registration Agreement. In the event
that (i) neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement has been filed (or confidentially submitted) with the
Commission on or prior to the [   ]th day following the original issue date,
(ii) the Exchange Offer Registration Statement has not been declared effective
on or prior to the [   ]th day following the original issue date, (iii) neither
the Registered Exchange Offer has been consummated nor the Shelf Registration
Statement has been declared effective on or prior to the [   ]th day following
the original issue date, or (iv) after

<PAGE>
                                                                               5


either the Exchange Offer Registration Statement or the Shelf Registration
Statement has been declared effective, such Registration Statement thereafter
ceases to be effective or usable in connection with resales of the Securities at
any time that the Company is obligated to maintain the effectiveness thereof
pursuant to the Registration Agreement (each such event referred to in clauses
(i) through (iv) above being referred to herein as a "Registration Default"),
interest (the "Special Interest") shall accrue on the principal amount of
Securities affected by such Registration Default (in addition to stated interest
on the Securities) from and including the date on which any such Registration
Default shall occur to but excluding the date on which all Registration Defaults
have been cured, at a rate equal to [   ]% per annum of the principal amount of
the Securities during the [   ]-day period immediately following the occurrence
of such Registration Default and shall increase by [   ]% per annum at the end
of such [   ]-day period, but in no event shall such rate exceed [   ]% per
annum. The Special Interest will be payable in cash semiannually in arrears each
[   ] and [   ] and otherwise on the terms set forth above with respect to
payments of interest. References to interest in this Note and in the Indenture
shall be deemed to include references to Special Interest where applicable.

            All payments of or in respect of principal and interest (including
Special Interest) in respect of this Note shall be made free and clear of, and
without withholding or deduction for or on account of, any present or future
taxes, penalties, fines, duties, assessments or other governmental charges (or
interest on any of the foregoing) of whatsoever nature imposed, levied,
collected, withheld or assessed by, within or on behalf of the Republic of Chile
or any political subdivision or governmental authority thereof or therein having
power to tax, unless such withholding or deduction is required by law. In that
event, the Company shall pay such additional amounts ("Additional Amounts") as
may be necessary to ensure that the amounts received by the Holders hereof after
such withholding or deduction shall equal the respective amounts of principal
and interest (including Special Interest) that would have been receivable in
respect of this Note in the absence of such withholding or deduction, except
that no such Additional Amounts shall be payable in respect of this Note (i) in
the case of payments for which presentation of this Note is required, if
presented for payment more than 30 days after the later of (x) the date on which
such payment first became due and (y) if the full amount payable has not been
received in The City of New York by the Trustee on or prior to such due date,
the date on which, the full

<PAGE>
                                                                               6


amount having been so received, notice to that effect shall have been given to
the Holder by the Trustee, except to the extent that the Holder would have been
entitled to such Additional Amounts on presenting this Note for payment on the
last day of the applicable 30-day period; (ii) held by a Holder or on behalf of
a beneficial owner of this Note who is liable for taxes, penalties, fines,
duties, assessments or other governmental charges in respect of this Note by
reason of having some present or former, direct or indirect, connection with the
Republic of Chile (or any political subdivision or governmental authority
thereof or therein), other than the mere holding of this Note or the receipt of
principal or interest (including Special Interest) in respect hereof; or (iii)
any combination of (i) and (ii). All references to principal, interest and other
amounts payable hereunder shall be deemed to include references to any
Additional Amounts which may be payable as set forth in the Indenture or in this
Note.

            Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

            Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note shall not
be entitled to any benefits under the Indenture, or be valid or obligatory for
any purpose.

            IN WITNESS WHEREOF, HQI Transelec Chile S.A. has caused this Note to
be duly executed.

Dated:                              HQI TRANSELEC CHILE S.A.,


                                    by ___________________________
                                       Name:
                                       Title:


                                    by ___________________________
                                       Name:
                                       Title:

<PAGE>
                                                                               7


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    [                   ], as Trustee,

                                    by ________________________
                                         Authorized Signatory

<PAGE>
                                                                               8


                                [REVERSE OF NOTE]

            This Note is one of the duly authorized issue of notes, debentures,
bonds or other evidences of indebtedness (hereinafter called the "Securities")
of the Company, of the series hereinafter specified, all issued or to be issued
under and pursuant to the Indenture dated as of April 1, 1999 (herein called the
"Indenture"), duly executed and delivered by the Company and [     ], as Trustee
(herein called the "Trustee"), to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.

            The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of the series of Securities of the Company
issued pursuant to the Indenture and designated as [ ]% Notes due [ ] (herein
called the "Notes"), initially issued in the aggregate principal amount of $[ ].
Additional Notes of this series may be issued from time to time pursuant to the
terms of the Indenture; provided, however, that any Securities issued pursuant
to the Indenture with the original issue discount ("OID") for United States
Federal income tax purposes shall not be issued as part of the series of the
Notes if the Notes are originally issued with a different amount of OID or are
not issued with OID.

            The Notes may be redeemed at the election of the Company as a whole,
but not in part, at any time upon not less than 30 nor more than 60 days' notice
by first class mail, at a Redemption Price equal to 100% of the principal amount
together with any accrued interest to the Redemption Date, only if (i) the
Company certifies to the Trustee immediately prior to the giving of such notice
that it has or will become obligated to pay Additional Amounts with respect to
the Notes in excess of the Additional Amounts that would be payable were
payments of interest on the Notes subject to a 4% withholding tax as a result of
any change in or amendment to the laws or regulations of the Republic of

<PAGE>
                                                                               9


Chile or any political subdivision or governmental authority thereof or therein
having power to tax, or any change in the application or official interpretation
of such laws or regulations, which change or amendment occurs after the date of
issuance of the Notes and (ii) such obligation cannot be avoided by the Company
taking reasonable measures available to it; provided, however, that no such
notice of redemption shall be given earlier than 60 days prior to the earliest
date on which the Company would be obligated to pay such Additional Amounts, if
a payment in respect of the Notes were then due. Prior to the giving of any
notice of redemption of the Notes pursuant to the Indenture, the Company shall
deliver to the Trustee an Officers' Certificate, stating that the Company is
entitled to effect such a redemption pursuant to the Indenture, and setting
forth in reasonable detail a statement of the facts giving rise to such right of
redemption (together with a written Opinion of Counsel to the effect, among
other things, that the Company has become obligated to pay such Additional
Amounts as a result of a change or amendment described herein and that the
Company cannot avoid payment of such Additional Amounts by taking reasonable
measures available to it and that all governmental approvals necessary for the
Company to effect such redemption have been obtained and are in full force and
effect or specifying any such necessary approvals that as of the date of such
opinion have not been obtained).

            The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee to enter into supplemental indentures to the
Indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or modifying in any manner
the rights of the Holders of the Securities of each series under the Indenture
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series. The
Indenture also permits the Holders of a majority in aggregate principal amount
of the Securities at the time Outstanding of each series, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults and their
consequences with respect to such series under the Indenture. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Notes issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note or

<PAGE>
                                                                              10


such other Notes. In addition, subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Company and the Trustee may
amend the Indenture or the Notes to make changes that do not adversely affect
the rights of any Holder.

            If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner, with the effect and subject to the conditions provided in the
Indenture.

            No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, rate and respective times and in the coin or currency herein and
in the Indenture prescribed.

            The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of this Note and (b) certain restrictive covenants, upon
compliance by the Company with certain conditions set forth therein.

            The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated for such purpose and in the manner
and subject to the limitations provided in the Indenture.

            The Trustee will be the Paying Agent and the Security Registrar with
respect to the Notes. The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent or Security Registrar, to appoint
additional or other Paying Agents and other Security Registrars, which may
include the Company, and to approve any change in the office through which any
Paying Agent or Security Registrar acts; provided that there will at all times
be a Paying Agent in The City of New York and there will be no more than one
Security Registrar for the Notes.

            Upon due presentment for registration of transfer of this Note at
the office or agency of the Company in the Borough of Manhattan, The City of New
York designated for such purpose, a new Note or Notes of authorized
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture.

<PAGE>
                                                                              11


            No charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.

            The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and none of the Company,
the Trustee or any such agent shall be affected by notice to the contrary.

            Unless otherwise defined herein, all terms used in this Note that
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

            This Note shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.

<PAGE>
                                                                              12


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

              (Print or type assignee's name, address and zip code)

                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                          agent to transfer this Security
on the books of the Company. The agent may substitute another to act for him.

________________________________________________________________________________

Date: ____________________ Your Signature: _____________________________________

____________________________________________________________ Sign exactly as
your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

      (1) |_|     to the Company; or

      (2) |_|     pursuant to an effective registration statement under the
                  Securities Act of 1933; or

      (3) |_|     inside the United States to a "qualified institutional buyer"
                  (as defined in Rule 144A under the Securities Act of 1933)
                  that purchases for its own account or for the account of a
                  qualified institutional buyer to whom notice is given that
                  such transfer is

<PAGE>
                                                                              13


                  being made in reliance on Rule 144A, in each case pursuant to
                  and in compliance with Rule 144A under the Securities Act of
                  1933; or

      (4) |_|     outside the United States in an offshore transaction within
                  the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

      (5) |_|     to an institutional "accredited investor" (as defined in Rule
                  501(a)(1), (2), (3) or (7) under the Securities Act of 1933)
                  that is purchasing Securities in a minimum principal amount or
                  $250,000 and that has furnished to the Trustee a signed letter
                  containing certain representations and agreements (the form of
                  which letter can be obtained from the Trustee or the Company);
                  or

      (6) |_|     pursuant to another available exemption from registration
                  provided by Rule 144 under the Securities Act of 1933.

      Unless one of the boxes is checked, the Trustee will refuse to register
      any of the Securities evidenced by this certificate in the name of any
      person other than the registered holder thereof; provided, however, that
      if box (4), (5) or (6) is checked, the Trustee may require, prior to
      registering any such transfer of the Securities, such legal opinions,
      certifications and other information as the Company has reasonably
      requested to confirm that such transfer is being made pursuant to an
      exemption from, or in a transaction not

<PAGE>
                                                                              14


      subject to, the registration requirements of the Securities Act of 1933.


                                                      __________________________
                                                            Your Signature

Signature Guarantee:

Date: ______________________                          __________________________
Signature must be guaranteed                            Signature of Signature

by a participant in a                                         Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

________________________________________________________________________________

<PAGE>
                                                                              15


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

            The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated: ________________                           ______________________________
                                                  NOTICE: To be executed by
                                                          an executive officer

<PAGE>
                                                                              16


                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

            The initial principal amount of this Global Security is
$[_________]. The following increases or decreases in this Global Security have
been made:

Date of        Amount of         Amount of        Principal        Signature
Exchange       decrease in       increase in      amount of        of
               Principal         Principal        this Global      authorized
               Amount of         Amount of        Security         signatory
               this Global       this Global      following        of Trustee
               Security          Security         such             or
                                                  decrease or      Securities
                                                  increase         Custodian
<PAGE>

                                                                     EXHIBIT A-2

                           [FORM OF FACE OF SECURITY]

                           [Global Securities Legend]

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [Definitive Securities Legend]

[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.]

                            HQI TRANSELEC CHILE S.A.

                        [    ]% Notes due [          ]

Registered                                                        $[           ]

No. R-[ ]                                                        CUSIP [       ]

            HQI Transelec Chile S.A., a Chilean stock company ("sociedad anonima
abierta") duly organized and existing under the laws of the Chile (herein called
the "Company", which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to

<PAGE>
                                                                               2


                                  Cede & Co.

or registered assigns, the principal sum as set forth on the Schedule of
Increases or Decreases annexed hereto at the office or agency of the Company in
the Borough of Manhattan, The City of New York, on [ , ] by wire transfer of
immediately available funds in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest on said principal sum semiannually
on [interest payment date] and [interest payment date] of each year, commencing
on [first interest payment date], at said office or agency, in like coin or
currency, at the rate per annum specified in the title hereof, from the
[interest payment date] or [interest payment date], as the case may be, next
preceding the date of this Note to which interest on the Notes has been paid or
duly provided for (unless the date hereof is the date to which interest on the
Notes has been paid or duly provided for, in which case from the date of this
Note), or, if no interest has been paid on these Notes or duly provided for,
from [ , ] (the "original issue date"), until payment of said principal sum has
been made or duly provided for. Notwithstanding the foregoing, [other than in
the case of interest due on [the first interest payment date],] if the date
hereof is after the [record date] or [record date] and before the next
succeeding [interest payment date] or [interest payment date], this Note shall
bear interest from such [interest payment date] or [interest payment date], as
the case may be; provided, however, that if the Company shall default in the
payment of interest due on such [interest payment date] or [interest payment
date], then this Note shall bear interest from the next preceding [interest
payment date] or [interest payment date] to which interest on the Notes has been
paid or duly provided for, or, if no interest has been paid on the Notes or duly
provided for, from the original issue date. The interest so payable, and
punctually paid or duly provided for, on any [interest payment date] or
[interest payment date] will, except as provided in the Indenture referred to on
the reverse hereof, be paid by wire transfer of immediately available funds to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the next preceding [record date] or
[record date], as the case may be (herein called the "Regular Record Date"),
whether or not a Business Day, or may, at the option of the Company, unless this
Note is a Global Security, be paid by check mailed to the registered address of
such Person. Any such interest which is payable, but is not so punctually paid
or duly provided for, shall forthwith cease to be payable to the registered
Holder on such Regular Record Date and may be paid either to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to

<PAGE>
                                                                               3


Holders of Notes not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed and
upon such notice as may be required by such exchange, if such manner of payment
shall be deemed practical by the Trustee, all as more fully provided in said
Indenture. Notwithstanding the foregoing, in the case of interest payable at
Stated Maturity, such interest shall be paid to the same Person to whom the
principal hereof is payable. [Interest shall be computed on the basis of a
360-day year of twelve 30-day months.]

            All payments of or in respect of principal and interest in respect
of this Note shall be made free and clear of, and without withholding or
deduction for or on account of, any present or future taxes, penalties, fines,
duties, assessments or other governmental charges (or interest on any of the
foregoing) of whatsoever nature imposed, levied, collected, withheld or assessed
by, within or on behalf of the Republic of Chile or any political subdivision or
governmental authority thereof or therein having power to tax, unless such
withholding or deduction is required by law. In that event, the Company shall
pay such additional amounts ("Additional Amounts") as may be necessary to ensure
that the amounts received by the Holders hereof after such withholding or
deduction shall equal the respective amounts of principal and interest that
would have been receivable in respect of this Note in the absence of such
withholding or deduction, except that no such Additional Amounts shall be
payable in respect of this Note (i) in the case of payments for which
presentation of this Note is required, if presented for payment more than 30
days after the later of (x) the date on which such payment first became due and
(y) if the full amount payable has not been received in The City of New York by
the Trustee on or prior to such due date, the date on which, the full amount
having been so received, notice to that effect shall have been given to the
Holder by the Trustee, except to the extent that the Holder would have been
entitled to such Additional Amounts on presenting this Note for payment on the
last day of the applicable 30-day period; (ii) held by a Holder or on behalf of
a beneficial owner of this Note who is liable for taxes, penalties, fines,
duties, assessments or other governmental charges in respect of this Note by
reason of having some present or former, direct or indirect, connection with the
Republic of Chile (or any political subdivision or governmental authority
thereof or therein), other than the mere holding of this Note or the receipt of
principal or interest in respect hereof; or (iii) any combination of (i) and
(ii). All references to principal, interest and other amounts payable hereunder
shall be deemed to include references to any Additional Amounts which may be
payable as set forth in the Indenture or in this Note.

<PAGE>
                                                                               4


            [There shall also be payable in respect of this Security all Special
Interest that may have accrued on the Security for which this Security was
exchanged (as defined in such Security) pursuant to the Registered Exchange
Offer or otherwise pursuant to a registration of such Security, such Special
Interest to be payable in accordance with the terms of such Security.](1)

            Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

            Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note shall not
be entitled to any benefits under the Indenture, or be valid or obligatory for
any purpose.

            IN WITNESS WHEREOF, HQI Transelec Chile S.A. has caused this Note to
be duly executed.

Dated:                              HQI TRANSELEC CHILE S.A.,


                                    by ___________________________
                                       Name:
                                       Title:


                                    by ___________________________
                                       Name:
                                       Title:

----------
      (1)   Include only in appicable.

<PAGE>
                                                                               5


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                     [                      ], as Trustee,


                                     by ________________________
                                          Authorized Signatory

<PAGE>
                                                                               6


                                [REVERSE OF NOTE]

            This Note is one of the duly authorized issue of notes, debentures,
bonds or other evidences of indebtedness (hereinafter called the "Securities")
of the Company, of the series hereinafter specified, all issued or to be issued
under and pursuant to the Indenture dated as of April 1, 1999 (herein called the
"Indenture"), duly executed and delivered by the Company and [     ], as Trustee
(herein called the "Trustee"), to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.

            The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of the series of Securities of the Company
issued pursuant to the Indenture and designated as [ ]% Notes due [ ] (herein
called the "Notes"), initially issued in the aggregate principal amount of $[ ].
Additional Notes of this series may be issued from time to time pursuant to the
terms of the Indenture; provided, however, that any Securities issued pursuant
to the Indenture with the original issue discount ("OID") for United States
Federal income tax purposes shall not be issued as part of the series of the
Notes if the Notes are originally issued with a different amount of OID or are
not issued with OID.

            The Notes may be redeemed at the election of the Company as a whole,
but not in part, at any time upon not less than 30 nor more than 60 days' notice
by first class mail, at a Redemption Price equal to 100% of the principal amount
together with any accrued interest to the Redemption Date, only if (i) the
Company certifies to the Trustee immediately prior to the giving of such notice
that it has or will become obligated to pay Additional Amounts with respect to
the Notes in excess of the Additional Amounts that would be payable were
payments of interest on the Notes subject to a 4% withholding tax as a result of
any change in or amendment to the laws or regulations of the Republic of Chile
or any political subdivision or governmental authority thereof or therein having
power to tax, or any change in the application or official interpretation of
such laws or regulations, which change or amendment occurs after the date of

<PAGE>
                                                                               7


issuance of the Notes and (ii) such obligation cannot be avoided by the Company
taking reasonable measures available to it; provided, however, that no such
notice of redemption shall be given earlier than 60 days prior to the earliest
date on which the Company would be obligated to pay such Additional Amounts, if
a payment in respect of the Notes were then due. Prior to the giving of any
notice of redemption of the Notes pursuant to the Indenture, the Company shall
deliver to the Trustee an Officers' Certificate, stating that the Company is
entitled to effect such a redemption pursuant to the Indenture, and setting
forth in reasonable detail a statement of the facts giving rise to such right of
redemption (together with a written Opinion of Counsel to the effect, among
other things, that the Company has become obligated to pay such Additional
Amounts as a result of a change or amendment described herein and that the
Company cannot avoid payment of such Additional Amounts by taking reasonable
measures available to it and that all governmental approvals necessary for the
Company to effect such redemption have been obtained and are in full force and
effect or specifying any such necessary approvals that as of the date of such
opinion have not been obtained).

            The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee to enter into supplemental indentures to the
Indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or modifying in any manner
the rights of the Holders of the Securities of each series under the Indenture
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series. The
Indenture also permits the Holders of a majority in aggregate principal amount
of the Securities at the time Outstanding of each series, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults and their
consequences with respect to such series under the Indenture. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Notes issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note or such
other Notes. In addition, subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Company and the Trustee may
amend the Indenture or the Notes to make changes that do not adversely affect
the rights of any Holder.

            If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be

<PAGE>
                                                                               8


declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

            No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, rate and respective times and in the coin or currency herein and
in the Indenture prescribed.

            The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of this Note and (b) certain restrictive covenants, upon
compliance by the Company with certain conditions set forth therein.

            The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated for such purpose and in the manner
and subject to the limitations provided in the Indenture.

            The Trustee will be the Paying Agent and the Security Registrar with
respect to the Notes. The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent or Security Registrar, to appoint
additional or other Paying Agents and other Security Registrars, which may
include the Company, and to approve any change in the office through which any
Paying Agent or Security Registrar acts; provided that there will at all times
be a Paying Agent in The City of New York and there will be no more than on
Security Registrar for the Notes.

            Upon due presentment for registration of transfer of this Note at
the office or agency of the Company in the Borough of Manhattan, The City of New
York designated for such purpose, a new Note or Notes of authorized
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture.

            No charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.

            The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not

<PAGE>
                                                                               9


this Note is overdue, and none of the Company, the Trustee or any such agent
shall be affected by notice to the contrary.

            Unless otherwise defined herein, all terms used in this Note that
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

            This Note shall be construed in accordance with and governed by the
laws of the State of New York without giving effect to applicable principles of
conflict of laws.

<PAGE>
                                                                              10


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

            (Print or type assignee's name, address and zip code)

            (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                          agent to transfer this Security
on the books of the Company. The agent may substitute another to act for him.

________________________________________________________________________________

Date: _____________________ Your Signature: ____________________________________

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

      (1) |_|     to the Company; or

      (2) |_|     pursuant to an effective registration statement under the
                  Securities Act of 1933; or

      (3) |_|     inside the United States to a "qualified institutional buyer"
                  (as defined in Rule 144A under the Securities Act of 1933)
                  that purchases for its own account or for the account of a
                  qualified institutional buyer to whom notice is given that
                  such transfer is being made in reliance on Rule 144A, in each
                  case pursuant to and in

<PAGE>
                                                                              11


                  compliance with Rule 144A under the Securities Act of 1933; or

      (4) |_|     outside the United States in an offshore transaction within
                  the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

      (5) |_|     to an institutional "accredited investor" (as defined in Rule
                  501(a)(1), (2), (3) or (7) under the Securities Act of 1933)
                  that has furnished to the Trustee a signed letter containing
                  certain representations and agreements (the form of which
                  letter can be obtained from the Trustee or the Company); or

      (6) |_|     pursuant to another available exemption from registration
                  provided by Rule 144 under the Securities Act of 1933.

      Unless one of the boxes is checked, the Trustee will refuse to register
      any of the Securities evidenced by this certificate in the name of any
      person other than the registered holder thereof; provided, however, that
      if box (4), (5) or (6) is checked, the Trustee may require, prior to
      registering any such transfer of the Securities, such legal opinions,
      certifications and other information as the Company has reasonably
      requested to confirm that such transfer is being made pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act of 1933.

                                      __________________________
                                            Your Signature

Signature Guarantee:

Date: ______________________          __________________________
Signature must be guaranteed            Signature of Signature
by a participant in a                          Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

________________________________________________________________________________

<PAGE>
                                                                              12


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

            The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated: ________________                           ______________________________
                                                  NOTICE: To be executed by
                                                          an executive officer

<PAGE>
                                                                              13


                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

            The initial principal amount of this Global Security is
$[_________]. The following increases or decreases in this Global Security have
been made:

Date of        Amount of         Amount of        Principal        Signature
Exchange       decrease in       increase in      amount of        of
               Principal         Principal        this Global      authorized
               Amount of         Amount of        Security         signatory
               this Global       this Global      following        of Trustee
               Security          Security         such             or
                                                  decrease or      Securities
                                                  increase         Custodian